THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, 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. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
IQE plc
9 November 2017
Proposed Placing of up to 67,941,581 New Shares in IQE PLC
IQE plc (AIM: IQE, "IQE" or the "Company"), a leading global supplier of advanced wafer products and wafer services to the semiconductor industry, today announces its intention to conduct a non pre-emptive cash placing (the "Placing") of up to 67,941,581 new ordinary shares of 1 pence each in the Company (the "Placing Shares"). The Placing Shares will be issued at a price of 140 pence each and will represent up to approximately 9.9 per cent. of the Company's current issued ordinary share capital.
IQE plc has entered into a placing agreement with Canaccord Genuity Limited ("Canaccord Genuity"), Stifel Nicolaus Europe Limited ("Stifel") and Peel Hunt LLP ("Peel Hunt") (the "Placing Agreement") to act as joint bookrunners in relation to the Placing (the "Bookrunners").
The sale of the Placing Shares is being made to institutional investors only and will be by means of an accelerated bookbuild offering, which is to begin immediately (the "Bookbuild"). A further announcement will be made following completion of the Bookbuild and pricing of the Placing.
Following completion of the Placing the Company has agreed to a lock-up of 90 days.
Rationale for the Placing and use of proceeds
- IQE is seeking funding to enable it to scale the business to capture multiple high growth mass market opportunities.
- This placing will allow IQE to expand its capital expenditure programme in its new foundry, with the purchase of up to 40-60 new MOCVD machines over the next three to five years.
- The additional capacity should enable IQE to address multiple mass market opportunities, including its leading position in the production of VCSEL wafers for use in 3D sensing consumer electronic applications.
- IQE is enjoying material demand for its VCSEL wafers from a leading global consumer electronics company for use in one of its mass market consumer products. In conjunction with multiple other customer engagements IQE expects this demand to increase as its technology is applied across multiple consumer applications and platforms.
- This placing should also enable IQE to accelerate the development of new products and technology; whilst protecting and enhancing its current positioning in a fast-moving marketplace.
- This placing will allow the company to de-gear and should enhance IQE's financial strength and ability to supply global Tier 1 OEMs; both existing and new customers.
- This placing in conjunction with the "Cardiff City Deal" should allow IQE to generate incremental sales.
Current trading
On 20 October, IQE confirmed that it had enjoyed a strong Q3 with continuing growth driven largely by the ongoing strong VCSEL ramp for a mass market 3D sensing technology.
The Board remains confident that at current trading levels, the Company is on track to achieve market expectations. Given it remains early into the final quarter, there are inevitably a number of uncertainties between now and the year-end close.
However, should the VCSEL ramp continue along its current growth curve during this quarter, then there is potential for FY17 earnings to exceed current expectations. The Board will continue to monitor current trading and plans to provide a pre-close trading update no later than the end of the year.
Drew Nelson, CEO of IQE said:
"Compound semiconductors are the fundamental enabler of innovations such as wireless connectivity, 3D sensing, biometric sensors, electric and autonomous vehicles, high speed wireless and optical communications, and advanced manufacturing.
The funds raised from this placing will allow the accelerated expansion of our capital expenditure programme in the new epi-foundry in Newport, South Wales, UK, enabling the scaling of our business to capture multiple high growth, mass market opportunities, including our leading position in the production of VCSEL wafers for use in 3D sensing consumer electronic applications along with multiple other consumer applications and platforms."
The Placing
The Placing will open with immediate effect following this Announcement. The timing of the closing of the Placing, the number of Placing Shares and allocations are at the discretion of the Bookrunners and a further announcement confirming these details will be made in due course. Members of the public are not entitled to participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. If all the Placing Shares are placed, it would represent an increase of approximately 9.9 per cent. of the current issued ordinary share capital of the Company. The issue of the Placing Shares is pursuant to the authorities granted at the Company's Annual General Meeting held on 13 June 2017.
The Company will apply for Placing Shares to be issued on closing, to be admitted to trading on AIM ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares to be issued, will commence at 8.00 a.m. on 16 November 2017.
The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement between the Company and the Bookrunners becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making a verbal offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of IQE is Chris Meadows, Head of Investor Relations of IQE.
For further information, please contact:
| IQE plc Drew Nelson Phil Rasmussen Chris Meadows | Tel: +44 (0)29 2083 9400 |
| Canaccord Genuity (Nomad, Joint Bookrunner) Simon Bridges Antony Isaacs Richard Andrews | Tel: +44 (0)20 7523 8000 |
| Stifel (Joint Bookrunner) Fred Walsh Neil Shah Ben Maddison | Tel: +44 (0)20 7710 7600 |
| Peel Hunt (Joint Bookrunner) Edward Knight Nick Prowting | Tel: +44 (0) 20 7418 8900 |
About IQE:
IQE is a leading global supplier of advanced semiconductor wafers with products that cover a diverse range of applications. The Group's outsourced foundry services provides a 'one stop shop' for the wafer needs of the world's leading semiconductor manufacturers.
IQE uses advanced epitaxial growth technology platforms to manufacture and supply advanced semiconductor 'epi-wafers' to the major chip manufacturing companies, who then use these wafers to make the chips which form the key components of virtually all high technology systems.
IQE's products are found in many consumer, communication, computing, mobility and industrial applications. IQE's epi-wafers enable a wide range of wireless/RF, photonics, infrared, power, solar, advanced electronics and sensor technologies.
IQE operates multiple manufacturing and R&D facilities across Europe, Asia and the USA.
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company.
No prospectus or admission document will be made available in connection with the matters contained in this
announcement.
Canaccord Genuity, Stifel and Peel Hunt, which are authorised and regulated in the United Kingdom by the FCA is acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord Genuity, Stifel and Peel Hunt or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. 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 Canaccord Genuity, Stifel and Peel Hunt, or by any of their 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 therefore is expressly disclaimed.
This announcement (including the Appendix and the terms and conditions set out therein) is directed at
persons in member states of the European Economic Area who are qualified investors within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) and, additionally in the United
Kingdom, to those qualified investors who (a) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (investment professionals) or (b) fall within Article 49(2)(a) to (d) of that Order (high net worth companies, unincorporated associations etc).
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
Definitions
| Admission | the admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules. |
| AIM | a market operated by the LSE. |
| AIM Rules | the rules for AIM-listed companies and their nominated advisers issued by the LSE. |
| Bookbuild | the bookbuild process by which the Bookrunners will determine demand for participation in the Placing by the Placees. |
| Bookrunners | Canaccord, Stifel and Peel Hunt |
| Canaccord | Canaccord Genuity Limited. |
| Company | IQE plc. |
| CREST | the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited. |
| FCA | the Financial Conduct Authority. |
| FSMA | Financial Services and Markets Act (2000) (as amended). |
| Group | the Company and its subsidiary undertakings. |
| LSE | London Stock Exchange plc. |
| MAR | Market Abuse Regulation (EU) 596/2014. |
| Ordinary Shares | ordinary shares of £0.01 each in the capital of the Company. |
| Peel Hunt | Peel Hunt LLP. |
| Placees | relevant persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others and by whom or on whose behalf a commitment to acquire Placing Shares is given. |
| Placing | the proposed placing by the Bookrunners, as agents to the Company, of the Placing Shares at the Placing Price pursuant to the terms and conditions set out in this announcement. |
| Placing Agreement | the agreement between the Company and the Bookrunners dated 10 November 2017 in connection with the Placing. |
| Placing Price | the single price per Ordinary Share established by the Bookbuild which is payable to the Bookrunners as agent for the Company by all Placees whose bids are successful. |
| Placing Shares | the new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing. |
| QIB | qualified institutional buyer, as defined in rule 144A under the Securities Act. |
| Regulation S | Regulation S under the Securities Act. |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland. |
| US or United States | United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction. |
| SEC | the US Securities and Exchange Commission. |
| Securities Act | the US Securities Act of 1933, as amended. |
| Stifel | Stifel Nicolaus Europe Limited. |
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME INCLUDING THE 2010 PD AMENDING DIRECTIVE, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (IV) PERSONS WHO HAVE OTHERWISE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE BOOKRUNNERS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN 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. PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
This Announcement, including this Appendix, does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. THE SECURITIES MENTIONED HEREIN 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, EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS", AS THE TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, 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 WITHIN THE MEANING OF SECTION 4(A)2 OF THE SECURITIES ACT MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN WILL HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
The Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and acknowledges that:
(a) 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;
(b) it is and, at the time the Placing Shares are acquired, will be either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act or (ii) if in the United States, a QIB and acquiring Placing Shares under an exemption from registration: and under either (i) or (ii) above is acquiring the Placing Shares for its own account; if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings, and acknowledgements herein on behalf of each such person; and
(c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Directive, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.
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 Bookrunners.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange plc.
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.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
The Bookrunners are acting as joint bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, subject to the conditions set out in that agreement, they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares at a price to be determined following completion of the Bookbuild (as defined below) (the "Placing Price"), on the terms and subject to the conditions set out therein. The exact number of the Placing Shares to be allocated and issued to each Placee shall be determined following completion of an accepted book building process to determine demand for participation in the Placing by the Placees (the "Bookbuild"). The Placing is not underwritten.
The Bookrunners will today commence the Bookbuild. This Appendix 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 Company and the Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine.
The Placing Shares will, as from the date when they are issued and are fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of Admission and otherwise rank pari passu in all respects with, and be identical to, the existing Ordinary Shares then in issue and are issued free from all claims, charges, liens and encumbrances.
As a term of the Placing, the Company has agreed that it will not allot, issue, offer, sell, transfer, create any encumbrance over or otherwise dispose of, directly or indirectly, any Ordinary Shares (other than the Placing Shares) for a period ending on the date falling 90 days after Admission.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 16 November 2017 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as bookrunners and placing agents of the Company for the purpose of procuring Placees at the Placing Price (as defined above) for the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. Each 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.
3. The Bookbuild, if successful, will establish a single price payable to the Bookrunners as agent for the Company by all Placees whose bids are successful. The Placing Price and the number of Placing Shares will be agreed by the Bookrunners and the Company following completion of the Bookbulid. The Placing Price and the number of Placing Shares to be issued will be announced on a regulatory information service ("RIS") following the completion of the Bookbuild (the "Placing Results Announcement").
4. Allocations of the Placing Shares will be determined by the Bookrunners and the Company (the proposed allocations having been supplied by the Bookrunners to the Company in advance of such determination). Allocations will be confirmed orally by the Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. A 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 Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price 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 Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
5 The Bookbuild is expected to close no later than 7:00 a.m. (London time) on 10 November 2017, but may be closed earlier or later at the Bookrunners' discretion. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
6. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Bookrunners. The terms of this Appendix will be deemed incorporated in that contract note.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations of the Bookrunners under the Bookbuild and the Placing will be subject to fulfilment 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".
9. By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law, neither the Bookrunners, 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 Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild and the Placing or of such alternative method of effecting the Placing as the Bookrunners and the Company may determine.
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 Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
(a) the execution of the Terms of Sale, setting out the number and price of the Placing Shares, by the Company and the Joint Bookrunners prior to 7.00am on 10 November 2017 or such later time and/or date as the Company and the Bookrunner may agree);
1.1 the execution of the Terms of Sale by the Company and the Placing Agents prior to 7.00 am on the Business Day following the date of this agreement (or such later time and/or date as the Company and the Placing Agents may agree);
(b) publication of an announcement by the Company giving details of the results of the Placing, through a RIS, by no later than 8:00 a.m. on 10 November 2017;
(c) Admission occurring at or before 8:00 a.m. (London time) on 16 November 2017 (the "Closing Date");
(d) none of the representations and warranties of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or at Admission, by reference to the facts and circumstances from time to time subsisting; and
(e) the Company having complied with or performed of all its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission.
Canaccord may on behalf of the Bookrunners, following consultation with Stifel, at its absolute 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 certain conditions in the Placing Agreement, save that the condition relating to Admission taking place 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 contained in the Placing Agreement, including those described above are not fulfilled or (where permitted) waived by Canaccord by the relevant time or date where specified (or, in each case, such later time and/or date as the Company and the Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
Neither the Company, the Bookrunners 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 in the Placing Agreement nor in respect of 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 Company and the Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners (acting jointly) in their absolute discretion may terminate their obligations under the Placing Agreement by notice to the Company provided always that Canaccord may on behalf of all the Placing Agents terminate the Placing Agreement to the extent it considers this in its absolute discretion to be necessary in the context of its duties as Nomad to the Company, in each case if at any time prior to Admission:
(a) the Bookrunners become aware that there has been a breach of any of the warranties given by the Company in the Placing Agreement;
(b) the Bookrunners become aware that there shall have been any material adverse change (whether or not foreseeable at the date of this agreement) in, or any development reasonably likely to lead to a prospective material adverse change, in the condition (financial, operational, legal or otherwise), solvency, liquidity position, or the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of any business; and
(c) the occurrence of one or more specified adverse macro-economic changes, suspension or material limitation in the trading on AIM or the London Stock Exchange's main market for listed securities of any securities of the Company or a general moratorium on commercial banking activities in London or New York which, in the absolute discretion of the Placing Agents, would make it impractical or inadvisable to proceed.
Upon such 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, Placees agree that the exercise by any of the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such 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 or failure to exercise.
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 a prospectus in the UK. No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing 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 the Company's publicly available information taken together with the information contained in this announcement (including this Appendix), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or any of the Bookrunners or any other person and none of the Company or the Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0009619924) following Admission will take place within the CREST system. Subject to certain exceptions, the Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees in certified form or by such other means that they 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 for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price 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 relevant Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the Bookrunners as agent for the Company and the Bookrunners 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 will be on 16 November 2017 in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' 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 may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes 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 trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Bookrunners (in their capacity as bookrunners and agents of the Company, in each case as a fundamental term of their application for Placing Shares), the following that:
1. it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2. no offering document or prospectus or admission document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, Placing or the Placing Shares;
3. the Placing does not constitute a recommendation or financial product advice and none of the Bookrunners have had regard to its particular objectives, financial situation or needs;
4. none of the Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the Ordinary Shares are listed on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, 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 access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;
6. the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither requested, received nor relied on any other information given, or representations, warranties or statements made, by any of the Bookrunners or the Company nor any of their respective affiliates, agents, directors, officers or employees and none of the Bookrunners or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7. it may not rely, and has not relied, on any investigation that any of the Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
8. it 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;
9. none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
10. in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to any of the Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) 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, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Bookbuilders;
11. neither it is nor the beneficial owners of the Placing Shares are, and at the time the Placing Shares are, acquired, will be, a resident of or otherwise located in Australia, Canada, Japan or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;
12. the Placing Shares have not been and will not be registered, 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 or any state or jurisdiction thereof, Australia, Canada, Japan, or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;
13. that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that 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;
14. it has complied with its obligations under the Criminal Justice Act 1993, 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 Regulations 2007 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;
15. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Bookrunners 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);
16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale;
17. 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 FSMA;
18. it has not offered or sold and will not, prior to Admission, offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;
19. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
20. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
21. if in a member state of the European Economic Area, unless otherwise specifically agreed with the Bookrunners in writing, that it is a "Qualified Investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;
22. if in the United Kingdom, that it 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 this Announcement may otherwise lawfully be communicated;
23. no action has been or will be taken by either the Company or the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
24. it, and any person acting on its behalf, is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities 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 Appendix) 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 Bookrunners, 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;
25. it, and any person acting on its behalf, will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their absolute discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;
26. none of the Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on their behalf, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be, a client of any of the Bookrunners in connection with its participation in the Placing and that none of the Bookrunners have any duty nor responsibility 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
27. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
28. these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and any 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 Wales 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 any of the Bookrunners 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;
29. it agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates 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 its representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
30. 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, 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: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
31. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
32. agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements, agreements, and undertakings set forth herein which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Bookrunners 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;
33. none of the Company or the Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement; and
34. its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or the Bookrunners' conduct of the Placing.
Additional representations and warranties relating to the United States
35. In addition to the foregoing, by participating in the Placing, each Placee that is located in the United States (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:
(a) it understands and acknowledges that the Placing Shares are being offered by the Company in a transaction not involving any public offering in the United States within the meaning of the United States Securities Act of 1933, as amended (the "Securities Act"), and that the Placing Shares have not been and will not be registered under the Securities Act or the securities law of any state or other jurisdiction of the United States;
(b) it is (a) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act; and (b) aware that any offer or sale of the Placing Shares to it pursuant to the Placing will be made by way of a private placement by the Company in a transaction exempt from the registration requirements of the Securities Act;
(c) it is purchasing Placing Shares in the Placing (a) for its own account or for the account of one or more other qualified institutional buyers for which it is acting as a duly authorised fiduciary or agent; or (b) for a discretionary account or accounts as to which it has complete investment discretion and the authority to make these representations, in either case, for investment purposes and not with a view to distribution within the meaning of the Securities Act;
(d) prior to any investment in the Placing Shares, it will make its own investment decision to acquire Placing Shares in the Placing on the basis of its own independent investigation and appraisal of the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares. It will make its own assessment concerning the relevant tax, legal and other economic considerations relevant to an investment in Placing Shares prior to any such investment;
(e) it acknowledges and agrees that Placing Shares may not be reoffered, sold, pledged or otherwise transferred, and that it will not directly or indirectly reoffer, sell, pledge or otherwise transfer Placing Shares, except (a) in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; or (b) to a purchaser that it reasonably believes to be a qualified institutional buyer as defined in Rule 144A under the Securities Act, and that in each case such offer, sale, pledge or transfer must and will be made in accordance with any applicable securities laws of any state or other jurisdiction of the United States;
(f) it understands that the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and that, for so long as they remain "restricted securities", Placing Shares may not be deposited into any unrestricted depositary facility established or maintained by a depositary bank;
(g) it understands and acknowledges that the Company may make notation on its records or give instructions to the registrar and any transfer agent of the Placing Shares in order to implement the restrictions on transfer set forth and described herein;
(h) it understands and acknowledges that none of the Placing Agents, their affiliates or persons acting on their behalf have made any representation or warranty to it, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, fairness, completeness, verification or adequacy of any financial or other information or opinions concerning the Company, the Placing or the Placing Shares and no liability is accepted by any of them for any such information or opinions, provided that nothing in this paragraph shall exclude liability for any representation or warranty made fraudulently; and
(i) it understands and acknowledges that the Company, the Placing Agents and their affiliates will rely upon the truth and accuracy of the foregoing representations and agreements, and agree that if any of the representations and agreements deemed to have been made by it by its subscription for, or purchase of, Placing Shares, are no longer accurate, it shall promptly notify the Company and the Placing Agents; and
(j) it understands that the Placing Agreement in relation to the Placing may be provided by the Placing Agents and their affiliates, which may be non-U.S. broker-dealers, acting as agents for and on behalf of their affiliates Canaccord Genuity Inc. and Stifel Nicolaus & Company, Inc., each a U.S. Securities and Exchange Commission registered broker-dealer, pursuant to intra-group company agreements under Rule 15a-6 under the United States Securities Exchange Act of 1934, as amended.
The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as each of the Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor any of the Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
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 may be payable, for which neither the Company nor the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.
The Company and the Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunners 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 to the extent that such interest, fines or penalties arise from the 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 outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.
All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
The rights and remedies of the Bookrunners and the Company under the terms and conditions set out in this Appendix 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.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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.
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