TIDMHFG
RNS Number : 2042V
Hilton Food Group PLC
10 December 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE
LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HILTON FOOD GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
10(th) December 2021
H ilton Fo od Gr o up plc
Proposed Placing of new ordinary shares to raise approximately
GBP75 million
Hilton Food Group ("Hilton", the "Company" and, together with
its subsidiaries, the "Group"), the international multi-protein
food business, today announces its intention to conduct a
non-pre-emptive placing of new ordinary shares of 10 pence each in
the capital of the Company (the "Placing Shares") (the
"Placing").
It is intended that the Placing will result in the Company
raising total gross proceeds of approximately GBP75 million to part
fund the Acquisition (as defined below), as announced separately.
The total number of Placing Shares is expected to represent
approximately 8 per cent. of the Company's existing issued share
capital. Certain directors of the Company intend to participate in
the Placing.
Hilton proposes to use the net proceeds of the Placing to
predominantly fund the acquisition of a leading international
smoked salmon producer, Dutch Seafood Company B.V., which trades as
"Foppen" by its wholly owned subsidiary, Hilton Foods Limited (the
"Buyer") (the "Acquisition"), as announced separately today.
Further information on the Acquisition is contained within that
separate announcement.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process"), which will be
launched immediately following this Announcement. The Placing is
subject to the terms and conditions set out in the Appendix to this
Announcement.
Reasons for the Placing
The net proceeds of the Placing will be used to predominantly
fund the acquisition of Foppen, which the Buyer has agreed to
acquire for an enterprise value of EUR90 million, payable in cash,
as announced separately today, and partially refinance the
previously announced acquisition of Fairfax Meadow.
Details of the Placing
Numis Securities Limited ("Numis" or "the Bookrunner") is acting
as Sole Bookrunner in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
Numis 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") will be determined at the close of the
Bookbuilding Process by agreement between the Company and
Numis.
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 Numis and the
Company. Details of the Placing Price and the number of Placing
Shares to be allotted and issued will be announced as soon as
reasonably practicable after the close of the Bookbuilding
Process.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with 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 to listing on the
premium listing segment of the Official List; and (ii) London Stock
Exchange plc for admission of the Placing Shares to trading on its
main market for listed securities (together, "Admission").
Settlement for, and Admission of, the Placing Shares is expected
to take place on or before 8.00 a.m. on 14 December 2021. The
Placing is conditional upon, among other things, Admission becoming
effective. The Placing is also conditional upon the placing
agreement between the Company and Numis (the "Placing Agreement")
becoming unconditional and not being terminated in accordance with
its terms. The Appendix to this Announcement sets out further
information relating to the terms and conditions of the
Placing.
Hilton acknowledges that it is seeking to issue Placing Shares
amounting to in excess of 5.0% of its existing issued ordinary
share capital on a non-pre-emptive basis and therefore members of
its Board and senior management have consulted with the Company's
major institutional shareholders ahead of the release of this
Announcement. Given the expected earnings accretion of the
Acquisition to be funded in part with proceeds from the Placing,
the Company believes the structure of the Placing, including its
issue of shares on a non-pre-emptive basis, is very much aligned
with shareholder and other stakeholder interests. The Placing
structure has been chosen as it reduces both the complexity and the
time required to provide equity funding to the Company to part fund
the Acquisition. The consultation has confirmed the Board's view
that the Placing is in the best interests of shareholders, as well
as wider stakeholders in the Company and is expected to promote the
success of the Company.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. The Appendix to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Unless otherwise stated,
capitalised terms in this Announcement have the meanings ascribed
to them in the Appendix (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 in its
entirety (including the Appendix) 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 Appendix.
Conference call details
A webcast conference call for analysts and investors will be
held at 8.00am (UK time) today. The presentation will be followed
by an analyst Q&A.
To register for this call, please go to the following link:
https://www.incommglobalevents.com/registration/client/9548/hilton-food-group-/
For further information please contact:
Hilton Food Group plc Tel: +44 (0) 1480 387214
Philip Heffer, CEO
Nigel Majewski, CFO
Numis Securities Ltd (Broker) Tel: +44 (0) 20 7260 1000
Luke Bordewich
Mark Lander
Henry Slater
Headland Consultancy (Public Relations) Tel: +44 (0) 20 3805 4822
Edward Young
Will Smith
Joanna Clark
IMPORTANT NOTICES
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Numis that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such
restrictions. The information 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,
dissemination, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this
notice may result in a violation of the U.S. Securities Act of
1933, as amended (the "Securities Act") or the applicable laws of
other jurisdictions.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward- looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or
regulatory obligations) neither the Company, nor Numis nor any
of their respective associates, directors, officers or advisers
undertakes any obligation to update such statements. Comparisons of
results for current and any prior periods are not intended to
express any future trends or indications of future performance,
unless expressed as such, and should only be viewed as historical
data.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unauthorised or unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
No action has been taken by the Company, Numis or any of their
respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants or, in the case of Numis, persons
connected with it as defined in the Financial Services and Markets
Act 2000, as amended (the "FSMA") (together, "Affiliates") that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement
are required to inform themselves about and to observe any
restrictions contained in this Announcement.
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.
Numis, which is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Numis will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the Securities Act, and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. This Announcement does not contain
an offer or constitute any part of an offer to the public within
the meaning of Sections 85 and 102B of the FSMA or otherwise. This
Announcement is not an "approved prospectus" within the meaning of
Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus
Regulation Rules or delivered to any other authority which could be
a competent authority for the purpose of the Prospectus Regulation
(EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK Prospectus Regulation"). Its contents have not been examined or
approved by the London Stock Exchange, nor has it been approved by
an "authorised person" for the purposes of Section 21 of the FSMA.
This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of the FSMA
does not apply. Members of the general public are not eligible to
take part in the Placing.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of the EU Prospectus
Regulation and (b) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in article 49(2) of the
Order and (ii) are qualified investors as defined in article 2(e)
of the UK Prospectus Regulation and (c) otherwise, to persons to
whom it may otherwise be lawful to communicate it (all such persons
together being referenced to as "Relevant Persons"). Any investment
in connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this Announcement or any
of its contents
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 Numis
or by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
None of the information in this Announcement has been
independently verified or approved by Numis or any of its
Affiliates. Save for any responsibilities or liabilities, if any,
imposed on Numis by the FSMA or by the regulatory regime
established under it, no responsibility or liability whatsoever
whether arising in tort, contract or otherwise, is accepted by
Numis or any of its Affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or
purported to be made by or on behalf of Numis or any of its
Affiliates in connection with the Company, the Placing Shares or
the Placing or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in
relation to the Placing. Numis and its Affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Numis or any of its Affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the Main
Market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
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 the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (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, Numis 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; 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.
DEFINITIONS
"Acquisition" the purchase by the Buyer of the Target
pursuant to the Acquisition Agreement
"Acquisition Agreement" the share purchase agreement dated 10 December
2021 between the Buyer and the Sellers
in relation to the Acquisition
--------------------------------------------------
"Admission" admission of the Placing Shares to listing
on the premium listing segment of the Official
List; and (ii) London Stock Exchange plc
for admission of the Placing Shares to
trading on its main market for listed securities
--------------------------------------------------
"Announcement" this Announcement, including this Appendix
and the terms and conditions set out herein
--------------------------------------------------
"Bookbuilding Process" the bookbuilding process to be conducted
by the Bookrunner to arrange participation
by Placees in the Placing
--------------------------------------------------
"Buyer" Hilton Foods Limited, a wholly-owned subsidiary
of the Company
--------------------------------------------------
"Company" or "Hilton" Hilton Food Group plc
--------------------------------------------------
"CREST" the computerised settlement system to facilitate
transfer of the title to an interest in
securities in uncertificated form operated
by Euroclear UK & International
--------------------------------------------------
"Euroclear UK & International" Euroclear UK & International Limited
--------------------------------------------------
"FCA" the UK Financial Conduct Authority
--------------------------------------------------
"FSMA" the Financial Services and Markets Act
2000
--------------------------------------------------
"Group" the Company and its subsidiary undertakings
--------------------------------------------------
"Listing Rules" the listing rules made by the FCA under
Part VI of the FSMA
--------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
--------------------------------------------------
"Numis" or the "Bookrunner" Numis Securities Limited
--------------------------------------------------
"Official List" the Official List of the FCA, being the
list maintained by the FCA in accordance
with Section 74(1) of the FSMA for the
purposes of Part VI of the FSMA
--------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.10 each in the
capital of the Company
--------------------------------------------------
"Placees" persons who agree to subscribe for Placing
Shares at the Placing Price
--------------------------------------------------
"Placing" the placing of the Placing Shares on the
terms and subject to the conditions contained
in the Placing Agreement and to the terms
and conditions set out in this Announcement
--------------------------------------------------
"Placing Agreement" the conditional agreement between the Company
and the Bookrunner entered into on the
date of this Announcement in connection
with the Placing
--------------------------------------------------
"Placing Price" the price payable per Placing Share to
be agreed between the Company and Numis
--------------------------------------------------
"Placing Shares" the new Ordinary Shares to be allotted
and issued by the Company pursuant to the
Placing
--------------------------------------------------
"Sellers" Dutch Seafood Company Group B.V. and AP
Harderwijk Participatie B.V .
--------------------------------------------------
"Target" or "Foppen" Dutch Seafood Company B.V., which trades
as Foppen
--------------------------------------------------
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129, AS AMED FROM TIME TO TIME (THE
"EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF THE UK VERSION OF THE EU PROSPECTUS
REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States (including its territories and dependencies,
any state and the District of Columbia) except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There will be no
public offer of the securities mentioned herein in the United
States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication
or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents directors,
officers or employees that 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 into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; no product disclosure
statement has been lodged with the New Zealand Financial Markets
Authority; 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 offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
New Zealand or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, New Zealand or the Republic of South Africa or any other
jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. In the case of an investor in the United Kingdom it is a
Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of an investor in a member state of the EEA
(each, a "Member State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior consent
of the Bookrunner have been given to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act ("Regulation S");
6. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly; and
7. neither it, its affiliates, nor any persons acting on its
behalf, have engaged or will engage in any directed selling efforts
(as defined in Regulation S) with respect to the Placing Shares;
and it is not taking up the Placing Shares for resale in or into
the United States.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on information contained in
this Announcement, the announcement of the pricing of the Placing
(the "Placing Results Announcement") (together, the "Placing
Documents") and any other information publicly announced through a
regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner has today entered into the Placing Agreement with
the Company under which, on the terms and subject to the conditions
set out in the Placing Agreement, the Bookrunner, as agent for and
on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares.
The final number of Placing Shares and the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between the Bookrunner and the Company following the Bookbuild (the
"Placing Supplement").
The Placing is not underwritten by the Bookrunner. In accordance
with the terms of the Placing Agreement, subject to the execution
of the Placing Supplement, if Placees fail to take up their
allocation of Placing Shares at the Placing Price, the Bookrunner
agrees to take up such shares and the Company agrees to allot and
issue such shares to the Bookrunner, at the Placing Price and on
the terms set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and 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 on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (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 (together, "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 14 December 2021 (or such
later time and/or date as the Bookrunner may agree with the
Company, not being later than 8.00 a.m. (London time) on 24
December 2021) and that dealings in the Placing Shares will
commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
The Placing may be scaled back by the Company for any
reason.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as bookrunner and
placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by the Bookrunner. The Bookrunner may itself agree
to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
2. The Bookbuild, if successful, will establish a single price
payable to the Bookrunner as agent for the Company by all Placees
whose bids are successful (the "Placing Price"). The Placing Price
and the number of Placing Shares will be agreed by the Bookrunner
(in consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Placing Supplement, the
Placing Price and the number of Placing Shares to be issued will be
announced on an RIS following the completion of the Bookbuild via
the Placing Results Announcement.
3. Allocations of the Placing Shares will be determined by the
Bookrunner after consultation with the Company (the proposed
allocations having been supplied by the Bookrunner to the Company
in advance of such consultation). Subject to the execution of the
Placing Supplement, allocations will be confirmed with Placees
orally by the Bookrunner and a contract note will be despatched to
Placees as soon as possible thereafter. The Bookrunner's oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Bookrunner and the Company, to acquire
the number of Placing Shares allocated to it and to pay the Placing
Price in cleared funds in respect of such shares on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the Bookrunner's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the Bookrunner. The terms
of this Appendix will be deemed incorporated into that contract
note.
5. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
6. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
7. By participating in the Placing, 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.
8. To the fullest extent permissible by law, neither the
Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Bookrunner and the Company may
determine.
9. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
10. All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on
14 December 2021 (or such later time and/or date, not being later
than 8.00 a.m. (London time) on 24 December 2021, as the Bookrunner
may otherwise agree with the Company) (the "Closing Date");
3. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading as at
the date of the Placing Agreement and immediately prior to
Admission, by reference to the facts and circumstances then
subsisting;
4. the Company having complied with all of its obligations under
the Placing Agreement which fall to be performed or satisfied on or
prior to Admission;
5. the Acquisition Agreement (i) having been duly executed by
the parties thereto by or on the date of the Placing Agreement;
(ii) remaining in full force and effect and not having been
materially modified, or rescinded, lapsed or been terminated (in
whole or in part) prior to Admission (save with the consent of the
Bookrunner); and (iii) having become unconditional in all respects
save for any condition relating to: (A) any Merger Clearance (as
that term is defined in the Acquisition Agreement); and (B) the
Works Council Condition (as that term is defined in the Acquisition
Agreement);
6. the execution and delivery of the Placing Supplement; and
7. in the good faith opinion of the Bookrunner, no Material
Adverse Change having occurred between the date of the Placing
Agreement and Admission (whether or not foreseeable at the date of
the Placing Agreement) (and for the purposes of this paragraph,
"Material Adverse Change" means any material adverse change in, or
any development involving a prospective material adverse change in,
or affecting, the condition (financial, operational, legal or
otherwise) or the earnings, management, business affairs, solvency,
credit rating or prospects of the Company or the Group (taken as a
whole whether or not arising in the ordinary course of business,
or, in connection with the Target, a Material Adverse Effect (as
such term is defined in the Acquisition Agreement).
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof (other than in respect of the condition
relating to Admission taking place, which may not be waived). Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Bookrunner by the relevant time or date
specified (or such later time or date as the Company and the
Bookrunner may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed 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 or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they 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
Bookrunner and there is no obligation whatsoever on the Bookrunner
to consult with Placees on any such decision(s).
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. where it comes to the knowledge of the Bookrunner that any of
the warranties contained in the Placing Agreement was untrue or
inaccurate or misleading when made and/or that any of the
warranties would be untrue or inaccurate or misleading if it were
to be repeated at any time prior to Admission by reference to the
facts, matters and circumstances then subsisting and, in the
opinion of the Bookrunner (acting in good faith), the effect of
such is that it would materially prejudice the success of the
Placing or distribution of Placing Shares, or any matter has arisen
which might reasonably be expected to give rise to a claim under
the indemnity from the Company contained in the Placing
Agreement;
2. where there is any material adverse change in, or any
development reasonably likely to lead to a material adverse change
in, the condition (financial, operational or legal), the assets, or
the earnings, results of operations or prospects of the Group taken
as a whole whether or not arising in the ordinary course of
business and, in the opinion of the Bookrunner (acting in good
faith), the effect of such is that it would materially prejudice
the success of the Placing or the distribution of the Placing
Shares;
3. if any of the Conditions have not been fulfilled (or have
incapable of being fulfilled) and in either case is not waived by
latest time provided in the Placing Agreement; or
4. in the good faith opinion of the Bookrunner, a Material
Adverse Change or certain force majeure events has occurred.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by the Bookrunner of any right of termination or of any
other discretion under the Placing Agreement shall be within its
absolute discretion and that the Bookrunner need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by the Bookrunner of the allocation and commitments following the
close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that, between the
date of the Placing Agreement and 120 days following Admission, it
will not, without the prior written consent of the Bookrunner allot
or issue any Ordinary Shares (or any other shares or securities in
the capital of the Company) or issue any options over Ordinary
Shares (or any securities exchangeable for, or convertible into,
Ordinary Shares) or other shares or securities in the capital of
the Company save for the issue of any options pursuant to (and in
accordance with the rules of) the Company's existing share option
or share incentive schemes or for the issue of Ordinary Shares
pursuant to the exercise of any options under such schemes.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the absolute discretion of the Bookrunner and that it need not make
any reference to, or consult with, Placees and that it 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:
GB00B1V9NW54) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST"),
subject to certain exceptions. The Bookrunner reserve the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
the Bookrunner and settlement instructions. Each Placee agrees that
it will do all things necessary to ensure that delivery and payment
is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the Bookrunner as agent for the Company and the
Bookrunner will enter its delivery instruction into the CREST
system. 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 in respect of the Placing Shares
will take place on 14 December 2021 on a delivery versus payment
basis.
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 four percentage points above the Bank of
England's base rate from time to time but 4% per year for any
period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner's account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer 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 Bookrunner nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
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 Bookrunner (in its capacity as bookrunner and placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium listing segment
of the Official List and are admitted to trading on the main market
of the London Stock Exchange and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and
that it is able to obtain or has access to such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Bookrunner on an after-tax
basis in respect of any Indemnified Taxes;
4. neither the Bookrunner nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for
any acts or omissions of the Company or any of the directors of the
Company or any other person (other than the Bookrunner) in
connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the EU Prospectus Regulation or the UK Prospectus Regulation, nor
will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by Bookrunner for their own account
9. in connection with the Placing, the Bookrunner and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Bookrunner or any
of its affiliates acting in such capacity;
10. the Bookrunner and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the
Bookrunner and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
11. the Bookrunner does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Bookrunner
12. the Bookrunner does not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
No responsibility of the Bookrunner for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner nor its
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, the
Placing Documents, the Publicly Available Information or otherwise
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in the Placing Documents, the Publicly
Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by the Bookrunner or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither the Bookrunner, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested any of the Bookrunner, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or
information; and
(d) neither the Bookrunner or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Bookrunner, any of its affiliates or any person acting on
its behalf, may have conducted with respect to the Placing Shares,
the terms of the Placing or the Company, and none of such persons
has made any representation, express or implied, with respect to
the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Bookrunner for all or part of any such
loss it may suffer;
(c) 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 an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in
the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or the Bookrunner
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);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this 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 and that
it has not taken any action or omitted to take any action which
will or may result in the Bookrunner, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of each
Bookrunner as its agent for the purpose 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 for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Bookrunner or any person
acting on behalf of the Company or the Bookrunner that would, or is
intended to, permit a public offer of the Placing Shares in the
United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
25. unless otherwise specifically agreed with the Bookrunner, it
is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of, nor have an address in, Australia, New Zealand,
Japan, the Republic of South Africa or any province or territory of
Canada;
26. it may be asked to disclose in writing or orally to the Bookrunner:
(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;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is (i) at the time
the Placing Shares are subscribed for will be, located outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
(ii) has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S;
28. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from the registration requirements of the
Securities Act and in accordance with applicable state securities
laws;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with EEA selling restrictions and the EU Prospectus
Regulation
30. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a
Qualified Investor;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
32. if a financial intermediary, as that term is used in the EU
Prospectus Regulation, the Placing Shares subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA other than
Qualified Investors, or in circumstances in which the prior consent
of the Bookrunner has been given to each proposed offer or
resale;
33. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse) in respect of anything
done in, from or otherwise involving, the EEA);
Compliance with FSMA, the UK financial promotion regime and
MAR
34. if in the United Kingdom, that it is a "Qualified Investor"
for the purposes of the UK Prospectus Regulation and is a person
(i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of 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
it may otherwise lawfully be communicated;
35. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended (the
"FSMA");
36. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by the Bookrunner in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
37. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
the UK version of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
("MAR")) in respect of anything done in, from or otherwise
involving, the United Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
39. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 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 the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
40. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
Depositary receipts and clearance services
41. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Bookrunner may in their sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
Money held on account
43. any money held in an account with the Bookrunner on behalf
of the Placee and/or any person acting 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 relevant rules
and regulations of the FCA made under the FSMA. Each 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 Bookrunner's money in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee;
Allocation
44. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
No recommendation
45. neither the Bookrunner, nor any of its affiliates, nor any
person acting on behalf of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing;
Inside information
46. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
47. the rights and remedies of the Company and the Bookrunner
under the terms and conditions in this Announcement 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; and
Governing law and jurisdiction
48. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Bookrunner 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Bookrunner and are
irrevocable. The Bookrunner, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and the Bookrunner 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Bookrunner and their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
the Bookrunner, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the
Bookrunner will be responsible and the Placees shall indemnify the
Company and the Bookrunner on an after-tax basis for any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction
paid by the Company or the Bookrunner in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly. Placees
are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Bookrunner
and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty,
stamp duty reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
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
IOEUPGQAPUPGPUB
(END) Dow Jones Newswires
December 10, 2021 02:00 ET (07:00 GMT)
Hilton Food (AQSE:HFG.GB)
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