TIDMCMH
RNS Number : 0152Z
Chamberlin PLC
09 January 2024
THIS ANNOUNCEMENT (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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
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 CHAMBERLIN PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
9 January 2024
Chamberlin plc
("Chamberlin", the "Company" or the "Group")
Placing and Subscription
Chamberlin plc (AIM: CMH.L), the specialist castings and
engineering group, is pleased to announce that it has conditionally
raised GBP830,000 (before expenses), pursuant to a placing of
31,350,000 new Ordinary Shares of 0.1p each (the "Placing Shares")
at a placing price of 2.00 pence per share (the "Placing Price")
with certain existing institutional and other investors (the
"Placing") and subscriptions for, in aggregate, 10,150,000 new
Ordinary Shares of 0.1p each (the "Subscription Shares") at the
Placing Price by Trevor Brown, Executive Director, and certain
other investors (the "Subscription") (the Subscription Shares
together with the Placing Shares, the "New Ordinary Shares", and
the Subscription and the Placing, together, the "Fundraising").
Cavendish Capital Markets Limited ("Cavendish") and Peterhouse
Capital Limited ("Peterhouse") acted as joint bookrunners to the
Placing ("Joint Bookrunners").
The Placing Price represents a discount of approximately 29.82
per cent. to the closing mid-market price of 2.85 pence per
Ordinary Share on 8 January 2024 (being the last business day
before the release of this Announcement).
The net proceeds from the Fundraising will provide working
capital to support the continued delivery of the Group's growth
strategy across all three of its business divisions and to
strengthen the Group's balance sheet.
The Company has the authority to issue and allot the New
Ordinary Shares pursuant to certain existing shareholder
authorities granting such powers to the directors at the Company's
Annual General Meeting held on 3 January 2024.
Enquiries:
Chamberlin plc T: 01922 707100
Kevin Price, Chief Executive Officer
Alan Tomlinson, Finance Director
Cavendish Capital Markets Limited (Nominated T: 020 7220 0500
Adviser and Joint Broker)
Katy Birkin
Stephen Keys
George Lawson
Peterhouse Capital Limited (Joint Broker) T: 020 7469 0930
Lucy Williams
Duncan Vasey
This Announcement is released by Chamberlin plc and contains
inside information for the purposes of Article 7 of MAR, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation (as amended), the person responsible for arranging for
the release of this Announcement on behalf of the Company is Kevin
Price, Chief Executive Officer.
1. Background and Reasons for the Fundraising and Use of Proceeds
The Company reported its full year results on 30 November 2023
for the year ended 31 May 2023 ("FY23") and these reflected both
the continuing strong performances of Russell Ductile Castings Ltd
("RDC") and Petrel Limited ("Petrel") and the ongoing turnaround at
Chamberlin & Hill Castings Ltd ("CHC"). FY23 revenue of GBP20.7
million was 23% higher than the previous financial year, profit
before tax was GBP38,000, an improvement of 107% year-on-year and
the underlying operating loss was reduced by 17% to GBP0.6
million.
Since the year-end, the Group has continued to perform well. CHC
has won a number of new long-term contracts, including, as
announced on 22 June 2023, one with a leading European automotive
industry components supplier. These contracts in aggregate are
estimated to be worth a total of EUR14 million of revenue over
their lifetime with production starting in Summer 2024.
Furthermore, the Company had a record order intake in November
2023, with RDC winning new blue chip customer contracts with J.C.
Bamford Excavators (JCB), Nissan, Volvo, Tekmar and Steel
Dynamics.
The Board is confident that the Group's three divisions will
continue to grow in the medium term. Focus is being placed on
increasing marketing and export sales at Petrel in order to
maintain the 18% year-on-year revenue growth achieved in FY23, and
both RDC and CHC are currently looking to enter new sub-sectors
within their respective markets. RDC is investing in the
development of steel production, a more specialised sector of the
casting market which the Board believes has limited competition in
the UK and will generate higher gross margins. CHC is investing in
the introduction of Spheroidal Graphite iron, production, a form of
ductile iron. Spheroidal Graphite iron is estimated to be
approximately 70% of the total cast iron market for industrial
applications, and therefore having the capability to produce this
will expose CHC to a significantly larger market opportunity.
The Board is anticipating a further increase in revenue of
between 15% and 20% and profit after tax of between GBP0.8 million
and GBP1.0 million in FY24. The Group has the installed capacity to
grow organically to an estimated GBP45-50 million in revenue with
limited requirements for further large-scale capital investment.
The Board's strategy in the short term is to focus on the
successful turnaround, growth, and operational improvements within
the Group's current portfolio of companies - optimising each
business to its full potential, building a solid base and strong
balance sheet. Over the medium term, this stronger financial
footing is expected to provide the Group with the platform to grow
further through strategic industrial acquisitions, where management
can deliver high level value through operational improvements.
As stated in the FY23 annual report, the Board continues to
review the various options available to support the Group's working
capital requirements. Cash outflow in FY23 improved by 94% and in
September 2023, the Company agreed a Time To Pay arrangement with
HMRC in relation to PAYE arrears of GBP1.7 million over the
following 12 months, which are expected to be paid in full in
September 2024, thus improving the Group's cash flow from that
date. In addition, the Group's pension deficit has been reduced
from GBP5.5 million in May 2021 to approximately GBP1.2 million
currently with the deficit recovery plan reduced from 13 years to 4
years.
In order to provide working capital support to continue the
growth plans of each of the Group's divisions, and also to
strengthen the Group's balance sheet in the short term, the Company
has conditionally raised GBP830,000 (before expenses) through the
Fundraising.
2. Details of the Placing and Subscription
The Company has conditionally raised, in aggregate, GBP830,000
(before expenses), pursuant to a placing of 31,350,000 Placing
Shares at the Placing Price with certain existing institutional and
other investors and subscriptions for 10,150,000 Subscription
Shares at the Placing Price by Trevor Brown, Executive Director,
and certain other investors.
The Placing has not been underwritten and is conditional, inter
alia, upon admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules for Companies
("Admission") and occurring by not later than 8.00 a.m. on 15
January 2024.
Together, the total number of New Ordinary Shares to be issued
pursuant to the Placing and Subscription, being 41,500,000 New
Ordinary Shares, represent approximately 30.10 per cent. of the
Company's issued share capital as at the date of this Announcement.
The Company has the authority to issue and allot the New Ordinary
Shares pursuant to certain existing shareholder authorities
granting such powers to the directors at the Company's Annual
General Meeting held on 3 January 2024.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Articles and rank pari
passu in all respects with the Company's 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 New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application has been made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will occur on or around 8.00 a.m. on 15
January 2024 (or such later time and/or date as Cavendish and
Peterhouse may agree with the Company, being not later than 8.00
a.m. on 31 January 2024).
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 179,353,677 with each
Ordinary Share carrying the right to one vote. There are no
Ordinary Shares held in treasury and therefore the total number of
voting rights in the Company is 179,353,677 (the "Enlarged Share
Capital"). The above figure may be used by shareholders in the
Company 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 share capital of the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
3. Director's Participation and Related Party Transactions
As at the date of this Announcement, Trevor Brown holds
35,421,915 Ordinary Shares representing 25.70 per cent. of the
Company's issued share capital. Trevor Brown has agreed to
subscribe for 3,550,000 Subscription Shares pursuant to the
Subscription at the Placing Price. Following Admission, Trevor
Brown will have an interest in 45,571,915 Ordinary Shares
representing 25.41 per cent. of the Enlarged Share Capital.
The subscription by Trevor Brown, as a substantial shareholder
(as defined in the AIM Rules for Companies) and director,
constitutes a related party transaction pursuant to AIM Rule 13.
The Directors (other than Trevor Brown), having consulted with
Cavendish, the Company's nominated adviser, believe that the
participation in the Fundraising by Trevor Brown is fair and
reasonable insofar as Shareholders are concerned.
As part of the Placing, First Equity Limited ("First Equity"),
an existing Shareholder, has agreed to subscribe for 11,000,000
Placing Shares pursuant to the Placing at the Placing Price.
Following Admission, First Equity will have an interest in
29,000,000 Ordinary Shares, representing approximately 16.17 per
cent. of the Enlarged Share Capital. The participation in the
Placing by First Equity (as a substantial shareholder) constitutes
a related party transaction pursuant to the AIM Rules. The
Directors (other than Trevor Brown), having consulted with
Cavendish, the Company's nominated adviser, believe that the
participation in the Fundraising by First Equity is fair and
reasonable insofar as Shareholders are concerned.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Trevor Brown
------------------------------------------ ---------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Executive Director
------------------------------------------ ---------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ---------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Chamberlin plc
------------------------------------------ ---------------------------------
b) LEI 213800OS2SK73PPFO761
------------------------------------------ ---------------------------------
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 financial Ordinary Shares of 0.1p each
instrument, type of instrument
------------------------------------------ ---------------------------------
Identification code GB0001870228
------------------------------------------ ---------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
pursuant to the Subscription
------------------------------------------ ---------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ---------------- ---------------
GBP 0.02 3,550,000
---------------------------------------------------------------- ---------------
d) Aggregated information N/A (single transaction)
------------------------------------------ ---------------------------------
Aggregated volume N/A (single transaction)
------------------------------------------ --------------------------------------
Price N/A (single transaction)
------------------------------------------ --------------------------------------
e) Date of the transaction 9 January 2024
------------------------------------------ ---------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ---------------------------------
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, 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 (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
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, New
Zealand 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 Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants or, in the case of
each of the Joint Bookrunners, persons connected with them as
defined in the Financial Services and Markets Act 2000, as amended
("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.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by the Joint Bookrunners, or by any of their respective
Affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
None of the information in this Announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective Affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Joint Bookrunners or any of their
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 either of the Joint Bookrunners or any of their
respective 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. The Joint Bookrunners and their respective
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 either
of the Joint Bookrunners or any of their respective Affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Cavendish, 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 Placing 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 Placing or the transactions and arrangements described in this
Announcement. Cavendish is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Cavendish or for providing advice in connection with the contents
of this Announcement, the Placing or the transactions and
arrangements described herein.
Peterhouse, 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 Placing 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 Placing or the transactions and arrangements described in this
Announcement. Peterhouse is not responsible to anyone other than
the Company for providing the protections afforded to clients of
Peterhouse or for providing advice in connection with the contents
of this Announcement, the Placing or the transactions and
arrangements described herein.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "will",
"may", "intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company, the
Joint Bookrunners and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision 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 the Joint Bookrunners. This Announcement
is not intended to provide the basis for any decision in respect of
the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation
that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
Placing Shares pursuant to the Placing are reminded that they
should conduct their own investigation, evaluation and analysis of
the business, data and property described in this Announcement. Any
indication in this Announcement of the price at which the Ordinary
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. The price and value of securities
can go down as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or 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, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing Shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing
by, the Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their respective affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. Neither of the Joint
Bookrunners intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations 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 AIM.
Each prospective placee has been offered Placing Shares at the
Placing Price and the Placing Shares have been conditionally
subscribed by such placees pursuant to irrevocable placing letters
issued by the Joint Bookrunners.
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.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in COBS 3.4.1R of the Conduct of Business Sourcebook in the
FCA Handbook ("COBS") , (b) investors who meet the criteria of
professional clients as defined in COBS 3.5.1R of COBS and (c)
eligible counterparties as defined in COBS 3.6.1R of COBS; and (ii)
eligible for distribution through all distribution channels as are
permitted by the UK Product Governance Rules (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, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail clients 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
"EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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
IOEUPUPPGUPCGBR
(END) Dow Jones Newswires
January 09, 2024 02:00 ET (07:00 GMT)
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