TIDMBSIF
RNS Number : 3815A
Bluefield Solar Income Fund Limited
19 February 2014
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, ANY MEMBER OF THE EUROPEAN ECONOMIC AREA (THE "EEA") OTHER
THAN THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL OR TO U.S. PERSONS. PLEASE SEE THE APPENDIX TO
THIS ANNOUNCEMENT.
Bluefield Solar Income Fund Limited
19 February 2014
Acquisition, proposed placing and dividend declaration
Ninth Acquisition
Bluefield Solar Income Fund Limited (the "Company") is pleased
to announce that the Group has entered into a conditional contract
to acquire its ninth large-scale solar plant.
The plant, located north of Swindon, has an energy capacity of
19 Megawatts Peak ("MWp") and will be acquired for a total
investment consideration of c. GBP21 million. It is expected to be
grid-connected in March 2014 in order to qualify for the 1.6
Renewable Obligation Certificate ("ROC") support banding. It is
being constructed by Wirsol Solar UK, the experienced UK contractor
recently acquired by the owner of international German contractor
Conergy. Following the sale of the project, under the terms of the
EPC contract, the performance of the plant will be warranted by
Wirsol Solar UK, backed by its parent, for an initial period and
Wirsol Solar UK will undertake the ongoing operation and
maintenance of the plant under a separate agreement.
Prior to this acquisition the Company has capital (net of
working capital requirements and reserves) available for further
investments of approximately GBP14 million. Therefore, the
acquisition is conditional on the proposed placing (see below)
raising a minimum of GBP8 million. In order to have the opportunity
to access additional investment opportunities in the pipeline the
Company has taken the decision to seek to raise an additional GBP5
million and is thus raising GBP13 million in total.
Contracted Revenues
Following this acquisition the Company can confirm that, based
on the existing committed projects and the terms agreed on this
portfolio, it now has contracted cashflows to deliver its target
dividend of 4 pence per ordinary share in relation to the first
financial year ending 30 June 2014, and 7 pence per ordinary share
in respect of the Company's second financial year, with the
intention of this rising annually with RPI thereafter. The Company
can also confirm that the return expectations are based on prudent
assumptions and financial arrangements including a long-term energy
price assumption in line with RPI and zero leverage.
The Company will seek to build on these contracted cash flows
over time and maximise revenues with active management
strategies.
Portfolio Pricing
Of the nine acquisitions announced by the Company, seven are
either operational or are targeted to be grid connected by March
2014. These plants have been acquired at an average cost of GBP1.14
million per MWp. In the event of a delay to a grid connection and
the contractor securing a 1.4 ROC banding as opposed to the 1.6 ROC
level, the Company has contractual protections that result in the
acquisition price stepping down to compensate for the lower
revenues, so enabling the Company to achieve the same hurdle return
from the asset.
One additional plant has two acquisition prices attached to it
depending whether it is connected on or before 31 March 2014 or in
April 2014. This agreement has been designed to enable both
outcomes to deliver the Company's target hurdle return.
The Company also acquired an operational asset based near
Launceston in Cornwall. This plant qualified under the 2 ROC
banding and, due to the higher element of regulated revenues, the
Company paid GBP1.36m per MWp to achieve the same hurdle return for
its shareholders.
The Board notes the adverse weather conditions in the UK but
remains comfortable that the contracts entered into with
contractors protects the Company and its revenue targets.
Proposed Placing
Under the terms of the proposed placing (the "Placing"), the
Company intends to place up to 13,028,999 new ordinary shares of no
par value in the capital of the Company, under authority granted at
launch, (the "Placing Shares"), conditional on Admission.
The Placing will be non pre-emptive and will be launched
immediately following this announcement. The number of Placing
Shares to be issued will be determined at the close of the
bookbuilding process (the "Bookbuild") for the Placing which is
expected to close on 21 February 2014. The Company and Numis
Securities Limited ("Numis") reserve the right to close the
Bookbuild at any time. The results of the Placing will be announced
shortly thereafter. Numis has been appointed as sole bookrunner in
respect of the Placing. The Placing is not being underwritten,
however non-binding indications of interest have already been
received in respect of approximately 10 million of the new ordinary
shares to be issued.
Numis will determine the level of demand from potential
investors for participation in the Placing. The placing price is
expected to be set at 101 pence per Placing Share. The decision to
proceed with the Placing after the Bookbuild shall be at the
absolute discretion of the Company and Numis.
To bid for shares in the Placing, investors should communicate
their bid (or bids) by telephone to Numis. Numis may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company, and may scale
down any bids for this purpose on such basis as Numis may decide in
consultation with the Company.
Following the Placing, application will be made for the Placing
Shares to be admitted to the premium listing segment of the
Official List (the "Official List") of the Financial Conduct
Authority (the "FCA") and to be admitted to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") (together, "Admission"). Settlement for
the Placing Shares and Admission is expected to take place on or
before 8.00 a.m. on 3 March 2014. The Placing is conditional, among
other things, upon Admission becoming effective. The Placing is
also conditional upon the placing agreement dated 19 February 2014
between the Company, Bluefield Partners LLP and Numis (the "Placing
Agreement") not being terminated.
The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. These terms
and conditions form part of this announcement, such announcement
and the Appendix together being the "Announcement".
Dividend Declaration
The Board is also pleased to declare an interim dividend of 2
pence per share in respect of the first financial year ending 30
June 2014. This interim dividend will be payable to shareholders on
the register as at 28 February 2014 with an associated ex-dividend
date of 26 February 2014.
It is the Board's current intention to offer a scrip dividend
alternative in respect of this interim dividend so that Qualifying
Shareholders can elect to receive new ordinary shares instead of
all or part of their cash dividend. A circular will be sent to
shareholders shortly setting out the terms of the scrip dividend
alternative and confirming the payment date which is currently
expected to be early in April.
For the avoidance of doubt the Placing Shares issued pursuant to
the Placing are expected to be issued on 3 March 2014 and will
therefore not be entitled to this first interim dividend.
At the end of February the Board intends to release the
Company's interim statement relating to the period ending 31
December, 2013.
Enquiries:
James Armstrong / Mike Rand / Giovanni Terranova
Bluefield Partners LLP - Company Investment Adviser
Tel: +44 (0)20 7078 0020
Tod Davis / David Benda
Numis Securities Limited - Company Broker
Tel: +44 (0)20 7260 1000
Kevin Smith
Heritage International Fund Managers Limited - Company Secretary
& Administrator
Tel: +44 (0)1481716000
Note to editors
About Bluefield Solar Income Fund Limited (the "Company" or
"BSIF")
BSIF is a Guernsey-registered investment company focusing on
large scale agricultural and industrial solar assets. The Company
raised gross proceeds of GBP130 million in July 2013 through an
initial public offering ("IPO") of shares on the main market of the
London Stock Exchange.
The Company seeks to provide shareholders with an attractive
return, principally in the form of semi-annual income
distributions, by investing in a diversified portfolio of solar
energy assets, each located within the UK, with a focus on utility
scale assets and portfolios on greenfield, industrial and/or
commercial sites.
About Bluefield Partners LLP ("Bluefield")
Bluefield was established in 2009 as a specialist adviser to
funds investing into solar energy. Bluefield's team has a proven
track record in the selection, acquisition and management of large
scale energy and infrastructure assets in the UK and Europe.
The managing partners have been involved in over GBP350 million
of solar photovoltaic ("PV") transactions in both the UK and Europe
since 2008, including over GBP170 million in the UK since December
2011, including BSIF. Bluefield has led the acquisitions, and
currently advises, on over 50 UK based solar assets.
Bluefield was appointed Investment Adviser to the Company in
June 2013.
Neither the content of the Company's 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 nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision as to whether or not to compare,
continue to hold, or dispose of, securities in the Company.
This Announcement is for information only and does not contain
or constitute an offer of, or the solicitation of an offer to buy,
securities in the United States, Canada, Australia, Japan, the
Republic of South Africa, any member of the EEA other than the
United Kingdom or any jurisdiction in which the same would be
unlawful. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "US Securities Act"), under the securities legislation of any
state of the United States or under the applicable securities laws
of Canada, Australia, Japan, the Republic of South Africa or any
member of the EEA other than the United Kingdom. The securities
referred to herein may not be offered or sold in the United States
or to U.S. Persons (within the meaning of Regulation S under the US
Securities Act). Subject to certain exceptions, the securities
referred to herein may not be offered or sold in Canada, Australia,
Japan, the Republic of South Africa or any member of the EEA other
than the United Kingdom or to, or for the account or benefit of,
any national, resident or citizen of Canada, Australia, Japan, the
Republic of South Africa or any member of the EEA other than the
United Kingdom. Any failure to comply with these restrictions may
constitute a violation of U.S., Australian, Canadian, Japanese,
South African or any EEA member's (other than the United Kingdom's)
securities laws, as applicable. No public offer of the Company's
securities is being or will be made in the United States, Canada,
Australia, Japan, the Republic of South Africa, any member of the
EEA (including the United Kingdom) or elsewhere. No action has been
taken by the Company or Numis that would permit an offering of the
securities referred to herein or possession or distribution of this
Announcement or any other offering or publicity material relating
to such securities in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Numis to inform
themselves about, and to observe, any such restrictions.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Numis
or by any of its affiliates or agents as to or in relation to the
accuracy or completeness of this Announcement, or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
hereby expressly disclaimed.
Numis, which is authorised and regulated by the FCA, is acting
for the Company in connection with the Placing and for no one else
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Numis or for
providing advice in relation to the Placing or any matter referred
to in this Announcement.
This Announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Canada, Australia, Japan, the Republic of South Africa, any
member of the EEA other than the United Kingdom or any jurisdiction
in which the same would be unlawful.
Certain statements in this Announcement are forward-looking
statements 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 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 these 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
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this Announcement is subject to change without notice
and neither the Company nor Numis assumes any responsibility or
obligation to update publicly or review any of the forward-looking
statements contained herein.
Any indication in this Announcement of the price at which
ordinary shares of no par value in the capital of the Company have
been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended
to be a profit forecast and no statement in this Announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (TOGETHER, THE
"ANNOUNCEMENT") IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER OF THE
EEA OTHER THAN THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE
MEANING OF REGULATION S UNDER THE US SECURITIES ACT). THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER OF THE
EEA OTHER THAN THE UNITED KINGDOM OR TO U.S. PERSONS.
THIS APPENDIX CONTAINS IMPORTANT INFORMATION ON THE PLACING FOR
INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED AT PERSONS IN THE UK (I) 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 (THE "ORDER"); OR (II) FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF
CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, SUBSCRIBE FOR, OR
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
(I) REGISTRATION UNDER THE US SECURITIES ACT OR (II) AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THE
SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE US SECURITIES ACT AND WILL NOT BE OFFERED TO
THE PUBLIC IN THE UNITED STATES.
THIS APPENDIX AND 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 (INCLUDING THIS
APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN 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 A SUBSCRIPTION FOR PLACING
SHARES.
Persons (including individuals, funds or otherwise) who are
invited to and who choose to participate in the Placing, by making
an oral or written offer to subscribe for Placing Shares (the
"Placees"), will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, indemnities, acknowledgements,
agreements and undertakings contained in herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) 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; and
(b) it is outside the United States, is not a U.S. Person
(within the meaning Regulation S of the US Securities Act), is
subscribing for Placing Shares in an "offshore transaction" (within
the meaning of Regulation S) and is subscribing for the Placing
Shares for its own account or is subscribing for the Placing Shares
for an account with respect to which it exercises sole investment
discretion and that it (and any such account) is outside the United
States and is not a U.S. Person or it is a dealer or other
professional fiduciary in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an
estate or trust), in reliance upon Regulation S.
The Company and Numis will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements.
This Announcement (including this Appendix) does not constitute
an offer or invitation to underwrite, subscribe for or otherwise
acquire or dispose of any securities, or investment advice in any
jurisdiction, including without limitation, the United States,
Canada, Australia, Japan, the Republic of South Africa, any member
of the EEA other than the United Kingdom or in any jurisdiction in
which such offer or invitation is unlawful (the "Restricted
Jurisdictions") and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
any Restricted Jurisdiction or to U.S. Persons. No public offer of
securities of the Company is being made in the United Kingdom,
United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement (including this Appendix) have not been and will not
be registered under the US Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the
United States. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any State
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States. The Company has not been and will not
be registered under the U.S. Investment Company Act of 1940, as
amended, (the "Investment Company Act") and investors will not be
entitled to the benefits of the Investment Company Act. Persons
receiving this Announcement (including this Appendix) (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or to
U.S. Persons or use the United States mails, directly or
indirectly, in connection with the Placing.
The Placing Shares may not be offered, sold or transferred
within the United States. The Placing Shares are being offered and
sold outside the United States to persons who are not U.S. Persons
in reliance on Regulation S.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Canada, Australia, Japan, the
Republic of South Africa or any member of the EEA other than the
United Kingdom. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is available) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or Republic of South Africa or any
other jurisdiction outside the United Kingdom.
Numis, which is authorised and regulated by the FCA, is acting
for the Company in connection with the Placing and for no one else
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Numis or for
providing advice in relation to the Placing or any matter referred
to in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part to a
jurisdiction outside the United Kingdom should seek appropriate
advice before taking any action.
The distribution of this Announcement (including the Appendix),
and the Placing and/or issue of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Numis or any of their respective affiliates, that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement (including this Appendix) or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement
(including this Appendix) comes are required by the Company and
Numis to inform themselves about and to observe any such
restrictions.
NOTICE TO RESIDENTS OF GUERNSEY
This Announcement has not been approved or authorised by the
Policy Council of the States of Guernsey or the Guernsey Financial
Services Commission for circulation in Guernsey. This Announcement
may not be distributed or circulated directly or indirectly to any
persons in the Bailiwick of Guernsey other than (i) by a person
licensed to do so under the terms of the Protection of Investors
(Bailiwick of Guernsey) Law 1987, as amended, or (ii) to those
persons regulated by the Guernsey Financial Services Commission as
licensees under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987, the Banking Supervision (Bailiwick of Guernsey) Law,
1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or
the Regulation of Fiduciaries, Administration Business and Company
Directors etc. (Bailiwick of Guernsey) Law, 2000.
NOTICE TO RESIDENTS OF JERSEY
Pursuant to Article 8(2) of the Control of Borrowing (Jersey)
Order 1958, the consent of the Jersey Financial Services Commission
is not required to the circulation of this Announcement within
Jersey. Any potential investors resident in Jersey are hereby
informed that the Jersey Financial Services Commission has not
approved any offer contained herein nor reviewed any documents
(including this Announcement) in connection with such offer.
In this Appendix, unless the context otherwise requires, Placee
means a Relevant Person (including individuals, funds or others) on
whose behalf a commitment to subscribe for Placing Shares has been
given.
Details of the Placing Agreement and the Placing Shares
Numis has entered into a placing agreement (the "Placing
Agreement") with the Company and Bluefield Partners LLP (the
"Investment Adviser") under which Numis has, on the terms and
subject to the conditions set out therein, undertaken, as agent for
the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the
Company's Memorandum and Articles of Incorporation and be credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of no par value in the capital of
the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such Ordinary Shares after the date of issue of the
Placing Shares. For the avoidance of doubt, the Placing Shares will
not rank for the first interim dividend in respect of the Company's
financial year ending on 30 June 2014.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA (the "Official List") and to London Stock Exchange plc for
admission to trading of the Placing Shares on its main market for
listed securities (together, "Admission"). It is expected that
Admission will become effective on or around 3 March 2014 and that
dealings in the Placing Shares on the London Stock Exchange's main
market for listed securities will commence at that time.
Bookbuild
Numis will today commence the bookbuilding process in respect to
the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing.
Numis and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as sole bookrunner and placing agent to the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis and any of its holding companies, subsidiaries,
branches or affiliates (each an "Affiliate") are entitled to enter
bids in the Bookbuild as principal.
3. By participating in the Bookbuild process and the Placing,
Placees will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety and to be
participating and making an offer for Placing Shares on the terms
and conditions, and to be providing the representations,
warranties, indemnities, acknowledgments, agreements and
undertakings contained in this Appendix.
4. The Placing Shares are not being offered at a fixed price.
The number of Placing Shares to be issued and the price per Placing
Share (the "Placing Price") will be agreed between Numis and the
Company following completion of the Bookbuild. The number of
Placing Shares and the Placing Price will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Numis. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for and the price or price range that the
prospective Placee is offering to pay per Placing Share. Bids may
be scaled down by Numis on the basis referred to in paragraph 9
below.
6. The Bookbuild is expected to close no later than 12.00 noon
(London time) on 21 February 2014 but may be closed earlier or
later at the discretion of Numis. Numis may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with Numis's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to Numis, to pay it (or as it may direct)
in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to
acquire. Each Placee's obligations under this paragraph will be
owed to the Company and to Numis.
8. Each Placee's allocation and the Placing Price will be
confirmed to Placees orally by Numis following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter by Numis and the terms of this Appendix will be
deemed incorporated by reference therein. Numis's oral confirmation
to a Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of Numis and the Company, under which it agrees
to subscribe for the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's Memorandum and
Articles of Incorporation. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Numis to pay
it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe. The Company shall allot such
Placing Shares to each Placee following each Placee's payment to
Numis of such amount.
9. Subject to paragraphs 5 and 6 above, Numis may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in consultation with the Company and may
scale down any bids for this purpose on such basis as Numis may
determine. Numis may also, notwithstanding paragraphs 5 and 6
above, subject to the prior consent of the Company: (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time, and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
10. Except as required by law or regulation, no press release or
other announcement will be made by Numis or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation
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".
12. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither Numis nor
any of its Affiliates, nor any person acting on behalf of any of
the foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither Numis, nor any of its Affiliates nor any person
acting on behalf of any of the foregoing shall have any liability
to Placees in respect of Numis's conduct of the Bookbuild or of
such alternative method of effecting the Placing as Numis and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Numis's obligations under the Placing Agreement are
conditional on, inter alia:
a) compliance with certain publication of announcement
obligations (including with respect to this Announcement);
b) each condition of the Acquisition being satisfied, save for
the condition relating to Admission;
c) the Company and the Investment Adviser having complied with
and performed their respective obligations under the Placing
Agreement so far as the same fall to be performed before Admission
(including, without limitation, delivery of the documents referred
to and in accordance with the Placing Agreement);
d) there not having occurred before Admission any material new
factor, mistake or inaccuracy relating to the information included
this Announcement (including this Appendix);
e) subscriptions for Ordinary Shares being subscribed for with
an aggregate price at the Placing Price of at least GBP8 million
pursuant to the Placing; and
f) Admission occurring not later than 8.00 a.m. on 3 March 2014
(or such later date and time as may be agreed between the Company,
the Investment Adviser and the Placing Agent, not being later than
5 March 2014,
(all the conditions to the obligations of Numis included in the
Placing Agreement being together the "conditions").
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
applicable) waived by Numis by the respective time or date where
specified (or such later time or date as Numis may agree), (ii) any
such conditions become incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placee's 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 the Placee in respect thereof.
Numis may, at its absolute discretion and upon such terms as it
thinks fit, waive compliance by the Company or the Investment
Adviser with the whole or any part of any of their respective
obligations in relation to the conditions in the Placing Agreement
(save that the above condition relating to Admission taking place
may not be waived) or extend in writing the time required for the
fulfilment of any such conditions in respect of all or any part of
the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement
(including this Appendix).
Neither Numis nor the Company 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 it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Numis.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission, to terminate
its obligations under the Placing Agreement in accordance with the
terms of the Placing Agreement in certain circumstances, including
if:
a) it comes to the knowledge of Numis that any of the warranties
contained in the Placing Agreement was untrue, inaccurate or
misleading when made and/or that any of the Warranties would be
untrue, inaccurate or misleading if it were to be repeated at any
time prior to Admission by reference to the facts, matters and
circumstances then subsisting; or
b) it shall come to the notice of Numis that any statement in
the Placing Documents (as defined in the Placing Agreement) is
incorrect in any material respect or has become untrue or incorrect
in any material respect or misleading as a result of a new matter
or change or that a new matter has arisen or a change has taken
place which would, if the Placing Documents were published at that
time, constitute a material omission from such documents; or
c) the Company or the Investment Adviser shall fail to comply
with any of their respective obligations under this Agreement in a
material respect.
If Numis exercises its right to terminate its obligations under
the Placing Agreement, the Placing Agreement will be terminated and
the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise
by Numis of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Numis
and that it need not make any reference to Placees and that they
shall have no liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
Guernsey, the United Kingdom or elsewhere. No offering document or
prospectus has been or will be submitted to be approved by the
Guernsey Financial Services Commission nor the States of Guernsey
Policy Council nor the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
certain business and financial information in accordance with the
rules and practices of the FCA (collectively "Exchange
Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company, Numis or the
Investment Adviser or any other person and neither Numis nor the
Company nor the Investment Adviser 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.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00BB0RDB98) following Admission will take place within the CREST
system, subject to certain exceptions. Numis and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees, by such other
means that they deem necessary if delivery or settlement is not
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation by Numis in
accordance with that Placee's standing arrangements in place with
Numis stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Numis
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Numis. The
Company will issue the Placing Shares on a delivery versus payment
basis.
In the event of late CREST settlement, Numis reserves the right
to deliver a Placee's Placing Shares outside CREST in certificated
form, provided that payment has been made in terms satisfactory to
Numis and all other conditions relating to the Placing have been
satisfied.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares to which a Placee is entitled in certificated
form should Numis consider this necessary or desirable.
It is expected that settlement will be on 3 March 2014 on a T+6
basis in accordance with the instructions set out in the trade
confirmation.
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 Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
between the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on Numis all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which Numis lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any other stamp duty or
stamp duty reserve tax is payable in respect of the issue of the
Placing Shares, neither Numis nor the Company shall be responsible
for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Future Terms
By agreeing to subscribe for Placing Shares, each Placee which
enters into a commitment to subscribe for Placing Shares will (for
itself and for any person(s) procured by it to subscribe for
Placing Shares and any nominee(s) for any such person(s)) be deemed
to undertake, represent and warrant to each of the Company, the
Investment Adviser, the Registrar and Numis that:
a) the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of
Numis, the Company or the Investment Adviser and neither Numis nor
the Company nor the Investment Adviser 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;
b) if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for
Placing Shares under the Placing, it warrants that it has complied
with all such laws, obtained all governmental and other consents
which may be required, complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company, the
Investment Adviser, Numis or the Registrar or any of their
respective officers, agents, employees or affiliates acting in
breach of the regulatory or legal requirements, directly or
indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Placing;
c) it has carefully read and understands this Announcement
(including this Appendix) in its entirety and acknowledges that it
is acquiring Placing Shares on the terms and subject to the
conditions set out in this Appendix and the Articles as in force at
the date of Admission;
d) it has not relied on Numis or any person affiliated with
Numis in connection with any investigation of the accuracy of any
information contained in this Announcement (including this
Appendix);
e) it acknowledges that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and its Directors and neither Numis nor any person acting
on its behalf nor any of its affiliates are responsible for or
shall have any liability for any information, representation or
statement contained in this Announcement (including this Appendix)
or any publicly available or filed information (including any
Exchange Information) or any information, representation, warranty
or statement relating to the Company contained therein or otherwise
and will not be liable for any decision by a placee to participate
in the Placing based on any information, representation or
statement contained in this Announcement (including this Appendix)
or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
f) it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this Announcement (including this
Appendix) and, if given or made, any information or representation
must not be relied upon as having been authorised by Numis, the
Company or the Investment Adviser;
g) it is not applying as, nor is it applying as nominee or agent
for, a person who is or may be liable to notify and account for tax
under the Stamp Duty Reserve Tax Regulations 1986 at any of the
increased rates referred to in section 67, 70, 93 or 96 (depository
receipts and clearance services) of the Finance Act 1986;
h) it accepts that none of the Placing Shares have been or will
be registered under the laws of any Restricted Jurisdiction.
Accordingly, the Placing Shares may not be offered, sold, issued or
delivered, directly or indirectly, within any Restricted
Jurisdiction unless an exemption from any registration requirement
is available;
i) if it is within the United Kingdom, it is a person who falls
within Articles 49 or 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 or is a person to whom
the Placing Shares may otherwise lawfully be offered under such
Order, or, if it is receiving the offer in circumstances under
which the laws or regulations of a jurisdiction other than the
United Kingdom would apply, that it is a person to whom the Placing
Shares may be lawfully offered under that other jurisdiction's laws
and regulations;
j) if it is outside the United Kingdom, neither this
Announcement (including this Appendix) nor any other offering,
marketing or other material in connection with the Placing
constitutes an invitation, offer or promotion to, or arrangement
with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant
territory, such offer, invitation or other course of conduct could
lawfully be made to it or such person and such documents or
materials could lawfully be provided to it or such person and
Placing Shares could lawfully be marketed and distributed to, and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
k) it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
l) if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Placing
Shares under the Placing and will not be any such person on the
date any such Placing is accepted;
m) it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement (including
this Appendix) or any other offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any U.S. Persons, nor will it do any of the
foregoing;
n) it acknowledges that none of Numis nor any of their
respective affiliates nor any person acting on its or their behalf
is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing or providing any advice in relation to the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of Numis and that Numis does not have any
duties or responsibilities to it for providing protection afforded
to its clients or for providing advice in relation to the
Placing;
o) that, save in the event of fraud on the part of Numis, none
of Numis, its ultimate holding companies nor any direct or indirect
subsidiary undertakings of such holding companies, nor any of their
respective directors, members, partners, officers and employees
shall be responsible or liable to a Placee or any of its clients
for any matter arising out of Numis's role as broker and financial
adviser or otherwise in connection with the Placing and that where
any such responsibility or liability nevertheless arises as a
matter of law the Placee and, if relevant, its clients, will
immediately waive any claim against any of such persons which the
Placee or any of its clients may have in respect thereof;
p) it acknowledges that where it is subscribing for Placing
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account: (i) to subscribe
for the Placing Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in this Announcement (including this Appendix);
and (iii) to receive on behalf of each such account any
documentation relating to the Placing in the form provided by the
Company and/or Numis. It agrees that the provision of this
paragraph shall survive any resale of the Placing Shares by or on
behalf of any such account;
q) it irrevocably appoints any Director of the Company and any
director of Numis to be its agent and on its behalf (without any
obligation or duty to do so), to sign, execute and deliver any
documents and do all acts, matters and things as may be necessary
for, or incidental to, its subscription for all or any of the
Placing Shares for which it has given a commitment under the
Placing, in the event of its own failure to do so;
r) it accepts that if the Placing does not proceed or the
conditions to the Placing Agreement are not satisfied or the
Placing Shares for which valid application are received and
accepted are not admitted to listing on the premium listing segment
of the Official List and to trading on the London Stock Exchange's
main market for listed securities for any reason whatsoever then
none of Numis or the Company, nor persons controlling, controlled
by or under common control with any of them nor any of their
respective employees, agents, officers, members, stockholders,
partners or representatives, shall have any liability whatsoever to
it or any other person;
s) in connection with its participation in the Placing it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering ("Money
Laundering Legislation") and that its application is only made on
the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect
of whom it has applied. In addition, it warrants that it is a
person: (i) subject to the Money Laundering Regulations 2007 in
force in the United Kingdom; or (ii) subject to the Money
Laundering Directive (2005/60/EC of the European Parliament and of
the EC Council of 26 October 2005 on the prevention of the use of
the financial system for the purpose of money laundering and
terrorist financing); or (iii) subject to the Guernsey AML
Requirements; or (iv) acting in the course of a business in
relation to which an overseas regulatory authority exercises
regulatory functions and is based or incorporated in, or formed
under the law of, a country in which there are in force provisions
at least equivalent to those required by the Money Laundering
Directive;
t) it acknowledges that due to anti-money laundering
requirements, Numis and the Company may require proof of identity
and verification of the source of the payment before the
application can be processed and that, in the event of delay or
failure by the applicant to produce any information required for
verification purposes, Numis and the Company may refuse to accept
the application and the subscription monies relating thereto. It
holds harmless and will indemnify Numis and the Company against any
liability, loss or cost ensuing due to the failure to process such
application, if such information as has been requested has not been
provided by it in a timely manner;
u) it acknowledges that any person in Guernsey involved in the
business of the Company who has a suspicion or belief that any
other person (including the Company or any person subscribing for
Placing Shares) is involved in money laundering activities, is
under an obligation to report such suspicion to the Financial
Intelligence Service pursuant to the Terrorism and Crime (Bailiwick
of Guernsey) Law, 2002 (as amended);
v) that it is aware of, has complied with and will at all times
comply with their obligations in connection with money laundering
under the Proceeds of Crime Act 2002;
w) it acknowledges and agrees that information provided by it to
the Company, its registrar (the "Registrar") or its administrator
(the "Administrator") will be stored on the Registrar's and the
Administrator's computer system and manually. It acknowledges and
agrees that for the purposes of the Data Protection (Bailiwick of
Guernsey) Law 2001 (the Data Protection Law) and other relevant
data protection legislation which may be applicable, the Registrar
and the Administrator are required to specify the purposes for
which they will hold personal data. The Registrar and the
Administrator will only use such information for the purposes set
out below (collectively, the "Purposes"), being to:
i. process its personal data (including sensitive personal data)
as required by or in connection with its holding of Placing Shares,
including processing personal data in connection with credit and
money laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing
Shares;
iii. provide personal data to such third parties as the
Administrator or Registrar may consider necessary in connection
with its affairs and generally in connection with its holding of
Placing Shares or as the Data Protection Law may require, including
to third parties outside the Bailiwick of Guernsey or the European
Economic Area;
iv. without limitation, provide such personal data to the
Company, Numis or the Investment Adviser and their respective
Associates for processing, notwithstanding that any such party may
be outside the Bailiwick of Guernsey or the European Economic Area;
and
v. process its personal data for the Administrator's internal administration.
x) in providing the Registrar and the Administrator with
information, it hereby represents and warrants to the Registrar and
the Administrator that it has obtained the consent of any data
subjects to the Registrar and the Administrator and their
respective associates holding and using their personal data for the
Purposes (including the explicit consent of the data subjects for
the processing of any sensitive personal data for the purpose set
out in paragraph (w) above). For the purposes of this Appendix,
"data subject", "personal data" and "sensitive personal data" shall
have the meanings attributed to them in the Data Protection
Law;
y) Numis and the Company are entitled to exercise any of their
rights under the Placing Agreement or any other right in their
absolute discretion without any liability whatsoever to them;
z) the representations, undertakings and warranties contained in
this Appendix are irrevocable. It acknowledges that Numis and the
Company and their respective affiliates will rely upon the truth
and accuracy of the foregoing representations and warranties and it
agrees that if any of the representations or warranties made or
deemed to have been made by its subscription of the Placing Shares
are no longer accurate, it shall promptly notify Numis and the
Company;
aa) where it or any person acting on behalf of it is dealing
with Numis, any money held in an account with Numis on behalf of it
and/or any person acting on behalf of it will not be treated as
client money within the meaning of the relevant rules and
regulations of the Financial Conduct Authority which therefore will
not require Numis to segregate such money, as that money will be
held by Numis under a banking relationship and not as trustee;
bb) any of its clients, whether or not identified to Numis, will
remain its sole responsibility and will not become clients of Numis
for the purposes of the rules of the Financial Conduct Authority or
for the purposes of any other statutory or regulatory
provision;
cc) it accepts that the allocation of Placing Shares shall be
determined by Numis in its absolute discretion, but after
consultation with the Company, and that such persons may scale down
any Placing commitments for this purpose on such basis as they may
determine;
dd) time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under the Placing;
ee) authorises Numis to deduct from the total amount subscribed
under the Placing the aggregation commission (if any) (calculated
at the rate agreed with the Company) payable on the number of
Placing Shares allocated under the Placing
ff) it will indemnify on demand on an after tax basis and hold
the Company, Numis 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 the 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; and
gg) acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Appendix and in the trade
confirmation will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to Numis's or the Company's conduct of the
Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Announcement (including this
Appendix) are given to Numis for itself and on behalf of the
Company and are irrevocable.
The agreement to settle a Placee's subscription of the Placing
Shares (and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 related to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Numis will be responsible and the Placee to
whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that the Company or
Numis has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify Numis accordingly.
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 subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement and that such
representations, warranties, undertakings and indemnities are not
given for the benefit of any Placee.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis or any of its Affiliates may, at
their 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 Numis, any money held in an account with Numis 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. Each
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis's money in accordance
with the client money rules and will be used by Numis in the course
of their own respective business and the Placee will rank only as a
general creditor of Numis.
Past performance is no guide to future performance and persons
seeking advice should consult an independent financial adviser.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this Announcement (including this
Appendix) being achieved. Numis shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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