TIDMRCDO
RNS Number : 0211F
Ricardo PLC
11 November 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO 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
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 November 2020
Ricardo plc
("Ricardo", the "Group" or the "Company")
Result of the placing of New Shares
Ricardo (LSE: RCDO.L), the global engineering, technical,
environmental and strategic consultancy business is pleased to
announce the completion of the placing announced earlier today (the
"Placing").
A total of 7,981,809 new ordinary shares of 25 pence each (the
"Placing Shares") were placed by Liberum Capital Limited
("Liberum") and Investec Bank plc ("Investec") (together with
Liberum, the "Joint Bookrunners") at a price of 333 pence per share
(the "Placing Price") to certain existing shareholders and other
institutional investors.
In conjunction with the Placing, certain directors of the
Company have agreed to subscribe for 29,128 new ordinary shares of
25 pence each (the "Subscription Shares") at the Placing Price (the
"Subscription"). In addition, investors in the separate retail
offer made by the Company via the PrimaryBid platform have
subscribed for a total of 801,093 new ordinary shares of 25 pence
each in the capital of the Company (the "Retail Shares") at the
Placing Price (the "Retail Offer").
Together, the Placing, the Subscription and the Retail Offer of
8,812,030 new ordinary shares of 25 pence each raised gross
proceeds of approximately GBP29.3 million. The New Shares being
issued represent approximately 16.5 per cent of the existing issued
ordinary share capital of the Company.
Commenting on the Placing, Dave Shemmans, Chief Executive
Officer, said:
"On behalf of the Board, I would like to thank our existing and
new shareholders for their support in this placing. The stronger
balance sheet will provide us with the agility to take advantage of
the opportunities that are building in our pipeline and are being
presented to us by the recovering market backdrop and focus on a
greener future."
Director participation
Further details of Directors participation via the Subscription
are set out below.
Director Number of Subscription Shareholding following Shareholding following
Shares to be Subscribed the subscription the subscription
as a % of Enlarged
Issued Share Capital
Dave Shemmans 3,003 104,088 0.17%
------------------------- ----------------------- -----------------------
Ian Gibson 7,507 55,334 0.09%
------------------------- ----------------------- -----------------------
Terry Morgan 11,111 26,111 0.04%
------------------------- ----------------------- -----------------------
Bill Spencer 2,402 10,402 0.02%
------------------------- ----------------------- -----------------------
Russell King 5,105 5,105 0.01%
------------------------- ----------------------- -----------------------
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Placing Shares, the
Subscription Shares and the Retail Shares (together the "New
Shares") to the premium listing segment of the Official List of the
FCA and to trading on the main market for listed securities of the
LSE (together, "Admission"). It is expected that Admission will
become effective on or before 8.00 a.m. on 13 November 2020. The
Placing is conditional upon, amongst other things, Admission
becoming effective and upon the Placing Agreement between the Joint
Bookrunners and the Company not being terminated in accordance with
its terms. The Subscription and Retail Offer are conditional upon
Admission.
The New Shares when issued will be fully paid and will rank pari
passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Following Admission, the total number of shares in issue in the
Company will be 62,218,280. Therefore, following Admission, the
total number of voting shares in the Company in issue will be
62,218,280. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
-S -
For further information:
Ricardo plc
Dave Shemmans, Chief Executive Officer Tel: 01273 455611
Ian Gibson, Chief Financial Officer Website: www.ricardo.com
Liberum Tel: +44 (0) 20 3100 2000
(Joint Bookrunner and Joint Corporate Broker)
Richard Crawley
Richard Bootle
Ed Phillips
Miquela Bezuidenhoudt
Investec Tel: +44 (0) 20 7597 5970
(Joint Bookrunner and Joint Corporate Broker)
David Flin
Ben Griffiths
Will Fenby
N.M. Rothschild & Co Tel: +44 (0) 20 7280 5000
(Financial Adviser to the Company)
Aadeesh Aggarwal
Peter Nicklin
Helena Somervail
Alexander Mitteregger
Newgate Communications Tel: +44 (0) 20 7653 9842
(Financial PR)
Adam Lloyd
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dave Shemmans
-------------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name Ricardo plc
-------------------------------------- ------------------------------------------
b) LEI 213800ZNYAY35F4XB814
-------------------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------
a) Description of the Ricardo plc ordinary shares of 25p
financial instrument, each
type of instrument
Identification code ISIN: GB0007370074
b) Nature of the transaction Subscription
-------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
-----------------
Price(s) Volume(s)
-----------------
333 pence 3,003
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume n/a single transaction
- Price
e) Date of the transaction 11 November 2020
-------------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Ian Gibson
-------------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name Ricardo plc
-------------------------------------- ------------------------------------------
b) LEI 213800ZNYAY35F4XB814
-------------------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------
a) Description of the Ricardo plc ordinary shares of 25p
financial instrument, each
type of instrument
Identification code ISIN: GB0007370074
b) Nature of the transaction Subscription
-------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
-----------------
Price(s) Volume(s)
-----------------
333 pence 7,507
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume n/a single transaction
- Price
e) Date of the transaction 11 November 2020
-------------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Terry Morgan
-------------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Chairman
-------------------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name Ricardo plc
-------------------------------------- ------------------------------------------
b) LEI 213800ZNYAY35F4XB814
-------------------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------
a) Description of the Ricardo plc ordinary shares of 25p
financial instrument, each
type of instrument
Identification code ISIN: GB0007370074
b) Nature of the transaction Subscription
-------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
-----------------
Price(s) Volume(s)
-----------------
333 pence 11,111
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume n/a single transaction
- Price
e) Date of the transaction 11 November 2020
-------------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Bill Spencer
-------------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name Ricardo plc
-------------------------------------- ------------------------------------------
b) LEI 213800ZNYAY35F4XB814
-------------------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------
a) Description of the Ricardo plc ordinary shares of 25p
financial instrument, each
type of instrument
Identification code ISIN: GB0007370074
b) Nature of the transaction Subscription
-------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
-----------------
Price(s) Volume(s)
-----------------
333 pence 2,402
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume n/a single transaction
- Price
e) Date of the transaction 11 November 2020
-------------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Russell King
-------------------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name Ricardo plc
-------------------------------------- ------------------------------------------
b) LEI 213800ZNYAY35F4XB814
-------------------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------
a) Description of the Ricardo plc ordinary shares of 25p
financial instrument, each
type of instrument
Identification code ISIN: GB0007370074
b) Nature of the transaction Subscription
-------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
-----------------
Price(s) Volume(s)
-----------------
333 pence 5,105
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume n/a single transaction
- Price
e) Date of the transaction 11 November 2020
-------------------------------------- ------------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------------- ------------------------------------------
About Ricardo plc
Ricardo plc is a global engineering, technical, environmental
and strategic consultancy business. We also manufacture and
assemble low-volume, high-quality and high-performance products and
develop advanced virtual engineering tools for conventional and
electrified powertrains as well as for complex physical
systems.
Our ambition is to be the world's pre-eminent organisation
focused on the design, development and application of solutions to
meet the challenges within the markets of automotive, rail,
environmental & planning, resource management and defence. Our
vision is to create a world fit for the future, and we will achieve
this through the activities of our portfolio of businesses, each of
them underpinned by our talented team of professionals.
IMPORTANT NOTICES
Neither this Announcement (including the appendices and the
information contained in them), nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The New Shares have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "US 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 except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under the Regulation (EU)
2017/1129 (the "Prospectus Regulation") as amended from time to
time from the requirement to produce a prospectus. No prospectus
will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance
with the Prospectus Regulation) to be published. Persons needing
advice should consult an independent financial adviser.
This Announcement is for information purposes only and are
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a Member State of the Economic European Area (the "EEA")
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (b) if in the
United Kingdom, Qualified Investors who (i) are persons who have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (c) are 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. 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.
The distribution of this Announcement and the offering of the
New Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Liberum, Investec, N.M.
Rothschild & Sons Limited ("Rothschild & Co") or any of
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents 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 by the Company, Liberum, Investec and Rothschild & Co
to inform themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
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 has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Liberum, Investec or
Rothschild & Co or by any of their partners, directors,
officers, employees, advisers, consultants, 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 any interested person or their advisers, and any
liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or
approved by Liberum, Investec or Rothschild & Co or any of
their partners, directors, officers, employees, advisers,
consultants, affiliates or agents. Save for any responsibilities or
liabilities, if any, imposed on Liberum, Investec and Rothschild
& Co by FSMA or by the regulator regime established under it,
no responsibility or liability is accepted by Liberum, Investec or
Rothschild & Co or any of their partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any
errors, omissions or inaccuracies in such information or opinions
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.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement.
Neither Liberum, its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to
anyone other than the Company for providing the protections
afforded to clients of Liberum or for providing advice in
connection with the contents of this Announcement or for any other
matters referred to herein.
Investec, which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA, is acting solely for the Company and no-one else
in connection with the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the transactions and arrangements described in this Announcement.
Neither Investec, its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec or for providing advice in
connection with the contents of this Announcement or for any other
matters referred to herein.
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for the Company and no one else in relation to the
transactions and arrangements described in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of N. M. Rothschild
& Sons Limited nor for providing advice in relation to the
proposed transaction.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the Listing
Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements
are based. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual
results, performance or achievements to differ materially from
those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
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 New Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum, Investec or Rothschild &
Co.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. 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. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
In connection with the Placing, Liberum and/or Investec and
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents may take up a portion
of the shares of the Company in the Placing in a principal position
and in that capacity may retain, purchase or sell for its own
account such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
Liberum and/or Investec and any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents as, acting in such capacity. In addition, Liberum and/or
Investec, any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which Liberum
and/or Investec and any of their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither Liberum nor
Investec, nor any of their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
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 plc.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each 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, Liberum and Investec 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.
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END
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