Cairn Homes plc Proposed Placing and Trading Update (1902F)

TIDMCRN

RNS Number : 1902F

Cairn Homes plc

15 May 2017

This announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITY FOR SALE, OR AN OFFER TO BUY OR SUBSCRIBE FOR, DIRECTLY OR INDIRECTLY, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

15 May 2017

CAIRN HOMES ANNOUNCES A TRADING UPDATE AND A PROPOSED PLACING OF UP TO 33,712,634 NEW ORDINARY SHARES OF EUR0.001 EACH IN ITS SHARE CAPITAL ("ORDINARY SHARES") TO FUND FUTURE ACQUISITION OPPORTUNITIES

Cairn Homes plc (the "Company" or "Cairn Homes") announces a proposed non pre-emptive placing of up to 33,712,634 new Ordinary Shares in the Company (the "Placing Shares"), representing approximately 4.9 per cent. of the Company's existing issued ordinary share capital, to both existing and new institutional investors in the Company (the "Placing").

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement"). Goodbody Stockbrokers UC, trading as Goodbody ("Goodbody"), and Merrill Lynch International ("BofA Merrill Lynch") are acting as joint bookrunners (together the "Bookrunners") and J&E Davy, trading as Davy ("Davy"), is acting as lead manager (the "Lead Manager") in connection with the Placing.

Highlights

   --      Placing of up to 33,712,634 new Ordinary Shares by way of an accelerated bookbuild. 

-- The net proceeds of the Placing will further strengthen the Company's balance sheet and provide it with the flexibility to finance the acquisition of new sites.

-- The Company is actively progressing a number of opportunities which the directors believe will deliver attractive returns for shareholders.

-- Recent trading underpins the Company's previously stated guidance of completing the sale of 375 to 400 units during 2017.

-- The Company is progressing with its plans to seek a primary listing on the Irish Stock Exchange and its intention, subject to regulatory approval, is that this will be completed over the coming months.

Background to and reasons for the Placing

Cairn Homes has established itself as a leading Irish homebuilder, constructing high quality new homes with an emphasis on innovation, design and customer service. Since the Company's IPO in mid-2015, through the considered deployment of capital, the Company has secured a very well located core land bank of approximately 12,100 units. In excess of 91% of the Company's core land bank is located in the Greater Dublin area ("GDA"), 35% of the core land bank has the benefit of an existing planning consent, 34% is in strategic development zones (which is an effective full planning permission) and 27% is zoned residential.

The Company continues to review and refine its land bank on an ongoing basis and where appropriate looks to sell non-core assets and purchase assets which add to the overall mix and quality of the land bank and improves the distribution of plots across the spectrum of locations and price points, particularly in the GDA.

The Company is continuing to see significant opportunities and it is currently considering a number of site purchases which, if it is successful, will enhance the quality and mix of the total land bank. This Placing is intended to raise the funds to capitalise on these opportunities, all in the context of the unique supply/ demand imbalance that continues to persist within the Irish residential property market, the significant growth in the Irish mortgage market and the recent government initiatives that have further supported the demand for and supply of new homes.

The Company believes that: its scale; its access to both equity and debt finance; its extensive relationships; and its expertise in developing and building houses and apartments, place it in a strong position to deliver positive total returns for shareholders.

Use of Proceeds

Cairn Homes has made a positive start to 2017 with strong momentum across the business. The net proceeds of the Placing will further strengthen the Company's balance sheet and provide it with the flexibility to finance the acquisition of new sites.

Current Trading

Cairn Homes today issues a trading update for the period from 1 January 2017 to 12 May 2017.

In the period to date, the Company has realised net revenues of EUR23.5 million. As expected, a significant increase in the rate of sales closings throughout the remainder of 2017, supported by a strong order-book, will see the Company achieve its 2017 sales target of completing 375 to 400 unit sales. It also expects to realise further revenues from the continuation of its programme of non-core asset disposals.

Due to the continued strength of the housing market and the level of pent-up demand for new homes, the Company will undertake an "off-plan" launch of the first phase of its 1,095 unit Shackleton Park development in Lucan, Co. Dublin, later this week, from a dedicated information suite on-site. Construction activity in Shackleton Park is progressing well on the first 100 homes and we anticipate first occupations of completed units in Q4 2017.

With a very high level of ongoing active sale enquiries in Marianella, Rathgar, a private sales launch from the Company's first completed show units at this development is scheduled for later this month when the Company will release an additional circa 40 units, which will bring the total units sale agreed to in excess of 100, the majority of which will complete during 2017.

The Company will be active on its eighth site within the coming weeks and this increased level of construction activity will translate into six selling sites in the forthcoming Autumn sales period. The Company also continues to look at opportunities to enhance the mix and quality of its land bank.

Michael Stanley, CEO of Cairn Homes said: "In less than two years since our IPO, Cairn Homes has already become a significant provider of quality new homes in Ireland. We continue to expand and scale our operations and our achievements to date are an endorsement of the talented team that we have assembled. We will be active on our eighth site in the coming weeks and look forward to selling from six of these sites in the Autumn 2017 selling period, underpinning our 2017 target of selling between 375 and 400 completed units.

"The Irish economy is the strongest performing economy in Europe, yet the structural supply and demand imbalance in the new homes market remains stark. Irish mortgage market fundamentals continue to strengthen, in particular first time buyer participation, which supports the level of demand we are witnessing for our competitively priced starter homes. We continue to look forward with confidence".

Details of the Proposed Placing

Goodbody and BofA Merrill Lynch are acting as Bookrunners and Davy is acting as Lead Manager in connection with the proposed Placing.

The Bookbuild will open with immediate effect following publication of this Announcement. The exact number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be determined by the Company and the Bookrunners at the close of the Bookbuild, and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild, the number of Placing Shares, pricing and allocations are at the discretion of the Company and the Bookrunners.

Under the terms of the Placing, Cairn Homes intends to place, on a non pre-emptive basis, up to 33,712,634 new Ordinary Shares in the capital of the Company, representing up to approximately 4.9 per cent. of the existing issued ordinary share capital of the Company.

Members of the public are not entitled to participate in the Placing.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.

The Company will apply for admission of the Placing Shares to listing on the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange p.l.c (the "London Stock Exchange") ("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 will commence on 18 May 2017.

The Placing is conditional upon, inter alia, Admission becoming effective not later than 5.00 pm (London Time) on 22 May 2017 and the Placing Agreement dated 15 May 2017 among the Company and the Bookrunners and the Lead Manager (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement) (the "Terms and Conditions").

By choosing to participate in the Placing and by making an oral offer to subscribe for Placing Shares which will be regarded as legally binding, 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.

Lock-up

The Company will not without the prior written consent of the Bookrunners (such consent not to be unreasonably withheld or delayed), during the period ending 90 days from Admission (i) directly or indirectly, issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares or file any registration statement under the Securities Act or file or publish any prospectus with respect to any of the foregoing; (ii) enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such swap or transaction is to be settled by delivery of the Ordinary Shares or such other securities, in cash or otherwise; or (iii) agree or offer to do any of the foregoing during such period of 90 days.

Founder Shares

The 15-day performance condition in relation to the second test period of the founder share scheme has been satisfied. As the test period runs until 30 June 2017, the Company does not yet know the highest average 15-day closing price of Ordinary Shares during the test period and therefore it will not be able to confirm the resulting conversion metric of founder share value until the end of the test period. The Board intends to pay the founder share value by way of conversion into Ordinary Shares rather than redeeming for cash. Such information will be announced by the Company via an RIS following the end of the test period. All Ordinary Shares issued in respect of the conversion of founder shares will be subject to a 1 year lock-up period, with 50% of the Ordinary Shares remaining subject to a further 1 year lock-up period thereafter.

Founders intention to participate in the Placing

It is proposed that Michael Stanley and Alan McIntosh will place an order into the Placing. They will participate in the Placing along the same terms and conditions as new and existing institutional investors in the Company, and in accordance with Terms and Conditions of the Placing as set out in the Appendix to this Announcement.

For further information, please contact:

 
 Cairn Homes plc 
 
  Michael Stanley 
  Eamonn O'Kennedy           [phone] 
 Goodbody 
 
  Linda Hickey 
  Stephen Kane 
  Gerald Barry               [phone] 
 BofA Merrill Lynch 
 
  Andrew Briscoe 
  Brian Hanratty 
  Jack Barrass           [phone] 
 Davy 
 
  Ivan Murphy 
  Daragh O'Reilly            [phone] 
 Powerscourt 
 
  Justin Griffiths 
  Nick Dibden               [phone] 
 Drury Communications 
 
  Billy Murphy 
  Morwenna Rice              [phone] 
 

Notes to Editors

About the Company

Cairn Homes is an Irish homebuilder with a highly experienced management team. The Company is committed to constructing high quality new homes with an emphasis on design and innovation in attractive locations to meet sustainable market demand. Cairn Homes has a land bank of 12,100 units, over 91% of which is located in the Greater Dublin Area (GDA). Currently, Cairn Homes is active on seven sites in the GDA, which will deliver 2,800 units.

General

This Announcement, including the Appendix and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Japan, South Africa, Switzerland (each a "Restricted Territory") or any other state or jurisdiction in which such publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

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 U.S. Securities Act of 1933, as amended, 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.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities law. Subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa.

No public offering of the Placing Shares is being made, and in particular no offer of securities is being made to persons in member states of the European Economic Area except those who are; (i) "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive ("Qualified Investors"); or (ii) otherwise entitled to receive the offer. This Announcement (including the appendix) is not a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. 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 or the Lead Manager.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intention in relation to Admission at this stage. Acquiring investments to which this Announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This Announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing Shares for the person concerned.

This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA") and, it is directed only at; (A) persons in member states of the European Economic Area who are Qualified Investors (as defined above); or (B) to the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling with 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 lawfully be communicated (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that, if you are in the United Kingdom, you are a Relevant Person, or if you are in other member states of the European Economic Area you are a Qualified Investor or are otherwise entitled to receive the offer.

This Announcement (including the Appendix) has been issued by, and is the sole responsibility of, the Company. None of Goodbody, BofA Merrill Lynch, Davy, or any of their respective affiliates, directors, officers, employees, advisers or agents, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to or in relation to, the accuracy, completeness, fairness or sufficiency of this Announcement or any document referred to in this Announcement (or whether any information has been omitted from this Announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Goodbody, BofA Merrill Lynch, Davy and any of their respective affiliates, directors, officers and employees, and any other person acting on their behalf, expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this Announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

Goodbody is regulated by the Central Bank of Ireland. In the UK, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority. Goodbody is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement (including the Appendix).

Merrill Lynch International, is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement (including the Appendix).

Davy is regulated by the Central Bank of Ireland. In the UK, Davy is authorised and subject to limited regulation by the Financial Conduct Authority. Davy is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement (including the Appendix).

The distribution of this Announcement (including the Appendix) and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners and / or the Lead Manager that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Bookrunners and the Lead Manager to inform themselves about, and to observe, such restrictions.

In connection with the Placing, each of the Bookrunners and the Lead Manager and any of their affiliates, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity, may retain, purchase, sell or offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunners or the Lead Manager and any of their affiliates acting in such capacity. In addition, each of the Bookrunners and the Lead Manager and any of their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Bookrunners and the Lead Manager and any of their affiliates may from time to time acquire, hold or dispose of Placing Shares. Neither the Bookrunners nor the Lead Manager intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Certain statements contained in this Announcement constitute "forward-looking" statements regarding the belief or current expectation of the Company, the Directors, and the management team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. Neither the Company, Bookrunners nor the Lead Manager undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes plc or individuals acting on behalf of Cairn Homes plc are expressly qualified in their entirety by this paragraph. Nothing in this Announcement (including the Appendix) is intended to be a profit estimate for any period or a forecast of future profits.

The information in this Announcement (including the Appendix) may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933 or the applicable laws of other jurisdictions.

The Placing Shares to be issued pursuant to the Placing will not, on Admission, be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") OR (II) PERSONS WHO ARE OTHERWISE ENTITLED TO RECEIVE THE OFFER; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (C) PERSONS IN OTHER JURISDICTIONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH OF THE PERSONS REFERRED TO IN (A), (B) AND (C) BEING A "RELEVANT PERSON").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR THE TERMS AND CONDITIONS HERIN, WILL NOT BE ACCEPTED. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

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 on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be making such offer 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:

1. if it is in the United Kingdom, 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;

2. it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and

3. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that 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 any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners and / or the Lead Manager has been given to each such proposed offer or resale.

Neither the Lead Manager nor either of the Bookrunners makes any representation to any Placees regarding an investment in the Placing Shares.

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

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, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of United States, Australia, Canada, Japan, South Africa, or Switzerland. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction outside Ireland and the United Kingdom.

The Placing may be made in France only to Qualified Investors. In this respect, each Placee warrants that it acts for his own account within the meaning of Article L. 411-2 of the French Code monétaire et financier and according to the conditions set forth by Articles D. 411-1, D. 411-2, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier. Pursuant to Article 211-3, 3deg of the Règlement Général of the Autorité des marchés financiers, Placing Shares purchased may be transferred by the Placee directly or indirectly only in compliance with all applicable laws and regulations and, in particular, Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier. Neither this announcement nor any other material relating to the Placing has been submitted to the clearance procedures of the Autorité des marchés financiers or notified to the Autorité des marchés financiers by the competent authority of another member state of the European Economic Area. Consequently, no prospectus relating to the Placing has been approved by the Autorité des marchés financiers.

The Placing Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This Announcement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Placing Shares or the Placing may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this Announcement nor any other offering or marketing material relating to the Placing, the Company or the Placing Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement will not be filed with, and the offer of Shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of Placing Shares has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Placing Shares.

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 should seek appropriate advice before taking any action.

Details of the Placing Agreement and the Placing Shares

The Bookrunners and the Lead Manager have entered into a placing agreement (the "Placing Agreement") with the Company under which they have agreed, as agents for and on behalf of the Company, to use reasonable endeavours to procure Placees to take up the Placing Shares on the terms and subject to the conditions set out in the Placing Agreement. Subject to the execution of a term sheet setting out the final number of Placing Shares and the final Placing Price (as defined below) following completion of the Bookbuilding Process (the "Terms Sheet"), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners and the Lead Manager have agreed, acting severally and in their respective proportions, to acquire such defaulted Placing Shares, and the Company has agreed to allot or issue, as applicable, such defaulted Placing Shares to the Bookrunners and the Lead Manager at the Placing Price, on and subject to the terms set out in the Placing Agreement.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Applications for listing and admission to trading

Applications will be made for admission of the Placing Shares to listing on the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange.

It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m. (London Time) on 18 May 2017 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Bookbuild will open with immediate effect following publication of this Announcement. 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 Bookrunners 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. Goodbody and BofA Merrill Lynch are each acting as Bookrunners and as agents of the Company in connection with the Placing.

   2.    Davy is acting as Lead Manager and as agent of the Company in connection with the Placing. 

3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners and the Lead Manager. The Bookrunners, the Lead Manager and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

4. The Bookbuild, if successful, will establish a single price payable in respect of the Placing Shares (the "Placing Price") to the Bookrunners and Lead Manager as agent for the Company by all Placees whose bids are successful. The Placing Price, the number of Placing Shares and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunners and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.

5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at the Bookrunners or Lead Manager. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and the Bookrunners or at prices up to a price limit specified in its bid. The Bookrunners and the Lead Manager, with the agreement of the Company, reserve the right not to accept a bid from a potential Placee. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 6 below.

6. The Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined and may scale down any bids on such basis as they may determine.

7. The Bookbuild is expected to close no later than 5.00 pm (London time) on 16 May 2017 but may be closed earlier or later at the discretion of the Bookrunners and the Company. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

8. Each prospective Placee's allocation will be confirmed to Placees orally by either of the Bookrunners or the Lead Manager following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The Bookrunners' and / or the Lead Manager's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunners, the Lead Manager and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the Terms and Conditions set out in this Appendix and in accordance with the Company's constitution.

9. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed.

10. Subject to paragraphs 5 and 6 above, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.

11. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Bookrunners' 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 the Bookrunners and the Lead Manager, as agents of the Company, to pay them (or as they may direct) in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot. Each Placee's obligations will be owed to the Company, the Bookrunners and the Lead Manager.

12. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners, the Lead Manager, 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.

13. 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".

14. 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".

15. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

16. To the fullest extent permissible by law, none of the Bookrunners, the Lead Manager nor any of their respective affiliates, 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, none of the Bookrunners, the Lead Manager or any of their respective affiliates, 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' and the Lead Manager's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and the Lead Manager, their respective affiliates 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. The Bookrunners' and the Lead Manager's obligations under the Placing Agreement are conditional on, inter alia:

1. in the opinion of each of the Bookrunners (acting in good faith) there not having been a Material Adverse Change between the date of the Placing Agreement and Admission (whether or not foreseeable at the date of the Placing Agreement);

2. the Term Sheet having been duly executed and delivered by the Company, the Bookrunners and the Lead Manager by no later than 5.00 p.m. on the Business Day following the date of the Placing Agreement (or such later time and/or date as may be agreed in writing between the Company and the Bookrunners);

3. the Company having delivered to the Bookrunners and the Lead Manager (or to the Bookrunners' and Lead Manager's Irish solicitors on behalf of the Bookrunners and the Lead Manager) each of the documents required to be delivered pursuant to the terms of the Placing Agreement by the times and dates specified in the Placing Agreement;

   4.   Admission occurring not later than 5.00 pm on 22 May 2017; 

5. each of the warranties contained in the Placing Agreement being true and accurate and not misleading at all times prior to Admission by reference to the facts and circumstances from time to time subsisting;

6. the Company having complied with its obligations under the Placing Agreement which fall to be performed on or before Admission;

7. Euroclear having approved admission and enablement of the Placing Shares as participating securities within CREST and the Placing Shares continuing to be participating securities within CREST on Admission;

8. the delivery by the Company to the Bookrunners and the Lead Manager of a duly executed certificate in the form set out in Schedule 2 of the Placing Agreement and dated the date of Admission not later than 5.00 pm on the Business Day immediately preceding Admission and effective as of Admission;

   9.   the issue and allotment of the Placing Shares, conditional only upon Admission; and 

10. the Bookrunners not having exercised their right to terminate the Placing Agreement pursuant to the terms of the Placing Agreement prior to Admission.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not satisfied in all respects or (where applicable) waived by the Bookrunners or becomes incapable of being satisfied (and is not so waived) by the required time and/or date (or such later time and/or date as the Bookrunners in their absolute discretion may agree but in any event not later than 5:00 pm (London Time) on 22 May 2017); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and determine at such time and each Placee agrees that no claim can be made by it in respect thereof.

The conditions contained in the Placing Agreement, including those described above, may be waived, in whole or in part, and the time of satisfaction of any such condition may be extended by the Bookrunners (in their absolute discretion) (other than the conditions relating to Admission taking place and the Term Sheet being executed), by express written notice to the Company. Any such waiver or extension will not affect Placees' commitments as set out in the Announcement.

None of the Bookrunners, the Lead Manager or the Company or any of their respective affiliates, directors, officers, employees or agents 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 the Bookrunners.

Right to terminate under the Placing Agreement

Each of the Bookrunners may, in its absolute discretion acting in good faith and, to the extent permitted by law or regulation, after consultation with the Company if reasonably practicable in the circumstances, at any time before Admission, terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

1. any statement contained in any Issue Document (as defined in the Placing Agreement) is or has become or has been discovered to be untrue, incorrect or misleading, or any matter has arisen which would, if an Issue Document was to be issued at that time, constitute an inaccuracy or omission therefrom;

2. there has been a breach or an alleged breach by the Company of any of the undertakings contained in the Placing Agreement or any other provisions of the placing Agreement or any of the warranties contained in the Placing Agreement were not true or accurate or were misleading at any time prior to Admission by reference to the facts and circumstances from time to time subsisting;

3. an event has occurred or matter has arisen on or after the date of the Placing Agreement and before Admission which, if it had occurred or arisen before the date of the Placing Agreement, would have rendered any of the Warranties untrue, inaccurate or misleading in any respect;

4. in the opinion of either of the Bookrunners there has been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement);

5. the application for Admission is refused by the London Stock Exchange or, in the opinion of either of the Bookrunners, will not be granted; or

6. there has occurred or, in the opinion of either Bookrunner it is likely that there will occur, a force majeure or market disruption event as specified in the Placing Agreement the effect of which (either singly or in conjunction with any other foregoing events) is such as to make it, in the opinion of either of the Bookrunners (acting in good faith), impractical or inadvisable to proceed with the Placing or the delivery of the Placing Shares pursuant to the Placing Agreement.

If the Placing Agreement is terminated in accordance with its terms, the obligations of each of the parties to the Placing Agreement shall immediately cease to have any effect, provided that any accrued rights or obligations of any party under the Placing Agreement shall continue to be in full force and effect and the payment by the Company of certain costs and expenses of the Bookrunners and the Lead Manager (but excluding any commission under the Placing Agreement).

By participating in the Placing, Placees agree that the exercise by either Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the Central Bank of Ireland (or other authority) in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the trade confirmation 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) 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 either of the Bookrunners or the Lead Manager or any other person and none of the Company or either of the Bookrunners or the Lead Manager or any of their respective affiliates 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 or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing, will be sent a trade confirmation which will confirm the number of Placing Shares allocated to it, the Placing Price and the aggregate amount owed by them to the Bookrunners and / or the Lead Manager. 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 which they have in place with the Bookrunners and / or the Lead Manager or otherwise as the Bookrunners and / or the Lead Manager may direct. Payment in full for any Placing Shares so allocated at the Placing Price must be made by no later than 2.30 pm (London time) on 18 May 2017 (or such other time and/or date at the Bookrunners and / or the Lead Manager notify to each Placee).

Settlement of transactions in the Placing Shares (ISIN: IE00BWY4ZF18 and SEDOL: BWY4ZF1) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Settlement through CREST will be on a T+2 basis unless otherwise notified by the Bookrunners and / or the Lead Manager and is expected to occur on 18 May 2017 (the "Settlement Date"). Settlement will be on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunners may agree that the Placing Shares should be issued in certificated form. The Bookrunners and the Company reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by the Bookrunners.

Each Placee agrees that if it does not comply with its obligations the Bookrunners may sell any or all of the Placing Shares allocated to it on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. Placees 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 the Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or 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 or Irish stamp duty or UK 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 each of the Bookrunners and the Lead Manager (in their respective capacities as Bookrunner or Lead Manager and as agents of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

1. it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is upon and subject to the constitution of the Company and is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any other information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise;

2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Directive, and it has not received and will not receive a prospectus, admission document or other offering document (other than this Announcement) in connection with the Bookbuild, the Placing or the Placing Shares;

3. that the Ordinary Shares are listed on the standard listing segment of the Official List of the FCA and admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (the "Exchange Information") which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;

4. that none of the Bookrunners, the Lead Manager, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement, nor has it requested either of the Bookrunners, the Lead Manager, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

5. unless otherwise specifically agreed with the Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States, or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Territory or in any country or jurisdiction where any such action for that purpose is required;

6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, the Lead Manager, any of their respective affiliates, directors, officers, employees or agents, or any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, 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, any information previously published by or on behalf of the Company 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 subscribe for 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 investigations, representations, warranties or statements made by either of the Bookrunners, the Lead Manager, the Company, any of their respective affiliates or any person acting on behalf of any of them (including in any research report prepared by any of them) and none of the foregoing persons will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any such other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither the Bookrunners, the Lead Manager, nor any of their respective affiliates have made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of the Exchange Information, , any publicly available information about the Company or any other information that has otherwise been made available to Placees concerning the Company, whether at the date of publication, the date of this Announcement or otherwise, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

7. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 of the United Kingdom (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability 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;

8. acknowledges that no action has been or will be taken by the Company, the Bookrunners, the Lead Manager or any person acting on behalf of the Company, the Bookrunners or the Lead Manager 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;

9. that 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 and that it has not taken any action or omitted to take any action which will or may result in the Bookrunners, the Lead Manager, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

10. that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and that it will honour all such obligations;

11. that it has complied with its obligations under the Criminal Justice Act 1993 (as amended), section 118 FSMA, the EU Market Abuse Regulation 596/2014, and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended) of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering Regulations 2007 (as amended) (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. If within a reasonable time after a request for verification of identity, the Bookrunners and / or the Lead Manager have not received such satisfactory evidence, the Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Bookrunners and / or the Lead Manager will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

12. that 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, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Bookrunners, the Lead Manager and the Company 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);

   13.   that it: 

a. (i) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (ii) is acquiring the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; and (iii) is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act); or

b. is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act that has signed and returned to the Bookrunners and / or the Lead Manager or their respective affiliates a US investor letter in the form provided to it;

14. that it is not within a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares (unless otherwise specifically agreed with the Bookrunners), and it will not offer or sell such Placing Shares into any such jurisdiction;

15. if in a Member State of the EEA, that it is a "Qualified Investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

16. 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 professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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 and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

17. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

18. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

19. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

20. if it is acting as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;

21. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors 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 FSMA;

22. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive except in circumstances which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

23. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

24. that it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;

25. if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made publicly available;

26. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Bookrunners, any of their respective affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti money laundering requirements of any territory in connection with the Placing and (iv) that the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

27. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Bookrunners, acting as agent for the Company, may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty (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 Placee's Placing Shares on its behalf;

28. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

29. the Placing does not constitute a recommendation or financial product advice and neither Bookrunner and / or the Lead Manager has had regard to its particular objectives, financial situation and needs;

30. that none of the Bookrunners, the Lead Manager, any of their respective affiliates or any person acting on behalf of any of them, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners and / or the Lead Manager and that the Bookrunners and the Lead Manager do not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any the Bookrunners' and the Lead Manager's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31. that 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. Neither the Bookrunners, the Lead Manager nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Bookrunners, the Lead Manager, the Company and any of their respective affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunners and the Lead Manager who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

32. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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, 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 the Bookrunners, the Lead Manager or the Company 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;

33. that each of the Bookrunners, the Lead Manager, the Company and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Bookrunner and the Lead Manager on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Bookrunners and the Lead Manager and the Company 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;

34. that it will indemnify on an after-tax basis and hold each of the Bookrunners, the Lead Manager, the Company, their affiliates and any person acting on behalf of any of them 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;

35. acknowledges that it irrevocably appoints any director of either of the Bookrunners and / or the Lead Manager as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

36. that it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in 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's, the Bookrunners' or the Lead Manager's conduct of the Placing;

37. that in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it 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 participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company operates, 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 Bookrunners and / or the Lead Manager; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) it will not look to the Company, the Bookrunners, the Lead Manager, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

38. acknowledges and agrees that neither of the Bookrunners and / or the Lead Manager owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

39. that it understands and agrees that it may not rely on any investigation that the Bookrunners or Lead Manager or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates or the Placing and that neither the Lead Manager nor either of the Bookrunners has made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Bookrunners or the Lead Manager for the purposes of this Placing;

40. that it acknowledges and agrees that it will not hold the Bookrunners, the Lead Manager or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) relating to the Company's group (the "Information") and that neither of the Bookrunners or the Lead Manager or any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any such Information;

41. that in connection with the Placing, the Bookrunners, the Lead Manager and any of their respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Bookrunners and / or the Lead Manager and any of their respective affiliates acting in such capacity. In addition the Bookrunners and / or the Lead Manager may enter into financing arrangements and swaps with investors in connection with which the Bookrunners and / or the Lead Manager may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Bookrunners, the Lead Manager or any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

42. that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;

43. that if it is in Australia, it is either a "professional investor" or "sophisticated investor" (as those terms are used in section 708(11) and section 708(8) respectively of the Corporations Act 2001 (Cth) ("Corporations Act")) and is also, in each case, a "wholesale client" (as defined in section 761A of the Corporations Act); and

44. that the on-sale of Placing Shares in Australia within 12 months of issue may be restricted by section 707 of the Corporations Act and that it will conduct any on-sales of the Placing Shares within that period in accordance with the provisions of the Corporations Act such that disclosure within the meaning of Chapter 6D of the Corporations Act is not required.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company, the Bookrunners and the Lead Manager (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the Bookrunners and / or the Lead Manager do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Miscellaneous

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty in Ireland and free of stamp duty and stamp duty reserve tax in the United Kingdom 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, and is based on a warranty from each Placee, 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. Neither the Bookrunners, the Lead Manager nor the Company is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such arrangements, or any arrangements that arise subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of Ireland or 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 the Bookrunners, the Lead Manager and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunners, the Lead Manager or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Bookrunners and Lead Manager are receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunners and / or the Lead Manager, any money held in an account with the Bookrunners and / or Lead Manager 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 FSMA or the Central Bank of Ireland. 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 the Bookrunner's and / or Lead Manager's money in accordance with the client money rules and will be used by the Bookrunners and / or the Lead Manager in the course of its own business; and the Placee will rank only as a general creditor of the Bookrunners and / or the Lead Manager.

All times and dates in this Announcement may be subject to amendment by the Bookrunners (in their absolute discretion). The Bookrunners and / or the Lead Manager shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Bookrunners, the Lead Manager and the Company under these Terms and Conditions 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.

Each Placee may be asked to disclose in writing or orally to the Bookrunners and / or the Lead Manager:

   a)   if he is an individual, his nationality; or 

b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

May 15, 2017 12:05 ET (16:05 GMT)