R.E.A. Holdings plc: placing of ordinary shares

Dow Jones received a payment from EQS/DGAP to publish this press release.

 
 
 R.E.A. Holdings plc (RE.) 
R.E.A. Holdings plc: placing of ordinary shares 
 
15-Dec-2016 / 11:41 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
*R.E.A. Holdings plc ('REA' or the 'company')* 
*Placing of ordinary shares * 
 
The company announces that it is making arrangements to place 3,670,000 new 
ordinary shares of 25p each of the company (the '*placing shares*'), 
representing some 10 per cent of the existing ordinary shares in issue, at a 
subscription price of 295p per share (the '*placing price*'). 
 
The proceeds from the placing of new ordinary shares, which are estimated to 
amount to GBP10.5 million (net of expenses of approximately GBP310,000), will be 
applied in supporting continuance of the extension planting programme. 
 
In this connection, the company has today entered into a placing agreement 
with Mirabaud Securities LLP ('*Mirabaud*') pursuant to which the latter has 
agreed to use its reasonable endeavours to procure, on the company's behalf, 
subscribers for a total of 2,899,000 new ordinary shares of the company at 
the placing price, payable in full on allotment (the '*institutional* 
*placing*'). Mirabaud has successfully placed firm today all of the 
institutional placing. The terms and conditions of the placing are set out 
in the appendix to this announcement. 
 
In addition, REA has agreed with Emba Holdings Limited ('*Emba*'), a company 
connected with Mr R Robinow, a non-executive director of REA, and a 
substantial shareholder of REA, that, subject to compliance with the 
relevant regulatory requirements applicable to smaller related party 
transactions pursuant to Listing Rule 11.1.10 R, Emba will participate in 
the transaction, which participation will entail REA issuing to Emba a 
further 771,000 new ordinary shares at the placing price (the '*related 
party placing*'). Such participation will be confirmed by a further 
announcement. 
 
The institutional placing and the related party placing are conditional upon 
admission of the new ordinary shares to the premium listing segment of the 
Official List of the Financial Conduct Authority and to trading on the 
London Stock Exchange's main market for listed securities. It is expected 
that admission, for which the company will make application, will become 
effective and that dealings in the new ordinary shares will commence at 8.00 
am on 20 December 2016. 
 
In accordance with the Prospectus Rules issued by the Financial Conduct 
Authority in compliance with relevant European law, the company is not 
required to publish, and accordingly is not publishing, a prospectus in 
connection with the issue of new ordinary shares. 
 
The new ordinary shares will, upon issue, rank pari passu in all respects 
with the existing ordinary shares of the company and, in particular, will be 
entitled to any dividends payable in respect of 2016. No such dividends have 
been declared to date. 
 
As a result of the issue of new ordinary shares, REA's issued share capital 
will comprise 40,509,529 ordinary shares of 25p each and 63,641,232 9 per 
cent cumulative preference shares of GBP1 each. 
 
The number of votes that may ordinarily be cast on a poll at a general 
meeting of REA and that attach to the issued ordinary shares is 40,509,529 
(of which 132,500 are currently held as treasury shares) and to the issued 
preference shares is nil. The above figures may be used by REA shareholders 
for the calculations by which they determine whether they are required to 
notify their interest in, or change of interest in, shares of REA, under the 
Financial Conduct Authority's Disclosure and Transparency Rules. 
 
Enquiries: 
R.E.A Holdings plc 
Tel: [phone] 
 
Mirabaud Securities LLP 
Tel: [phone] 
 
*APPIX* 
 
*TERMS AND CONDITIONS OF THE PLACING* 
 
*FOR INVITED PLACEES ONL*Y 
 
*THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED 
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, 
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, 
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. 
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES) 
COMES ARE REQUIRED BY THE COMPANY AND MIRABAUD SECURITIES TO INFORM 
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.* 
 
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF TRANSFERABLE SECURITIES TO THE 
PUBLIC FOR THE PURPOSES OF SECTION 85 OF THE FINANCIAL SERVICES AND MARKETS 
ACT 2000 ('FSMA'). 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 EXEMPT FROM THE GENERAL 
RESTRICTION SET OUT IN SECTION 21 OF FSMA ON THE COMMUNICATION OF FINANCIAL 
PROMOTIONS ON THE GROUNDS THAT THEY ARE DIRECTED ONLY AT: QUALIFIED 
INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS 
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL 
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 
'ORDER'); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET 
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) 
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH 
PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPIX 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 
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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED 
IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN 
OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 
 
*EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS 
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE 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 will be deemed to 
have read and understood this Announcement in its entirety and to be making 
such offer to acquire Placing Shares on the terms and conditions, and to be 
providing the representations, warranties, acknowledgements and undertakings 
contained in this Appendix. 
 
Unless otherwise stated, defined terms used in this Appendix have the 
meaning set out at the end of this Appendix. 
 
In this Appendix, unless the context otherwise requires, '*Placee*' means a 
Relevant Person (including individuals, funds or others) by whom or on whose 
behalf a commitment to take up Placing Shares has been given and who has 
been invited to participate in the Placing by Mirabaud Securities. 
 
*Details of the Placing* 
 
Mirabaud Securities has today entered into the Placing Agreement under which 
Mirabaud Securities has agreed on behalf of and as agents for the Company, 
to use its reasonable endeavours to procure persons who will (subject to the 
satisfaction or waiver of the conditions contained in the Placing Agreement) 
subscribe for the Placing Shares at the Placing Price. 
 
Application will be made for admission of the Placing Shares to the premium 
listing segment of the Official List and to trading on the London Stock 
Exchange's Main Market for listed securities ('*Admission* '). The Placing 
Shares will be issued credited as fully paid and will on Admission rank in 
full for all dividends and other distributions declared, paid or made after 
Admission in respect of the Ordinary Shares and otherwise pari passu in all 
respects with the existing Ordinary Shares of the Company. 
 
*Application for admission to trading* 
 
It is expected that Admission will become effective and that dealings in the 
Placing Shares will commence at 8.00 a.m. on 20 December 2016. 
 
*Participation in, and principal terms of, the Placing* 
 
Mirabaud Securities are arranging the Placing within the UK as agent for and 
on behalf of the Company. Mirabaud Securities will determine in its absolute 
discretion the extent of each Placee's participation in the Placing, which 
will not necessarily be the same for each Placee. The Placing is not 
underwritten. The price of securities and income from them may go down as 
well as up and investors may not get back the full amount on disposal of the 
securities. 
 
Any indication in this Announcement of the price at which Ordinary Shares 
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. 
 
On the assumption that the conditions set out in the Placing Agreement are 
satisfied (or waived, where appropriate) and that the Placing Agreement does 
not lapse and is not terminated in accordance with its terms on or prior to 
8.00 a.m. on 20 December 2016 (or such later date, being not later than 31 
December2016 (the 'Long Stop Date'), as Mirabaud Securities and the Company 
may agree in writing), each Placee will be required to pay to Mirabaud 
Securities on the Company's behalf, the Placing Price for each Placing Share 
agreed to be acquired by it under the Placing in accordance with the terms 
set out herein. Each Placee's obligation to acquire and pay for Placing 
Shares under the Placing will be owed to Mirabaud Securities and the 
Company. Each Placee has an immediate, separate, irrevocable and binding 
obligation, owed to Mirabaud Securities, to pay to 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 for. Each 
Placee will be deemed to have read and understood the Appendix in its 
entirety, to be participating in the Placing upon the terms and conditions 
contained in the Appendix, and to be providing the confirmations, 
representations, warranties, agreements, acknowledgements and undertakings, 
in each case as contained in the Appendix. Save in the event of fraud on its 
part (and to the extent permitted by the rules of the FCA (the '*FCA 
Rules*')), neither (i) Mirabaud Securities, (ii) its directors, officers, 
employees or consultants, nor (iii) to the extent not contained within (i) 
or (ii), any person connected with Mirabaud Securities as defined in the FCA 
Rules ((i), (ii) and (iii) being together 'affiliates' and individually an 
'affiliate'), shall have any liability to Placees or to any person other 
than the Company in respect of the Placing and that where any such liability 
nevertheless arises as a matter of law each Placee will immediately waive 
any claim against any affiliates which it may have in respect thereof. 
 
*Conditions of the Placing* 
 
The Placing Agreement will be conditional, inter alia, on: 
 
(i) Admission having become effective by no later than 8.00 a.m. on 20 
December 2016 (or by such later date as the Company and Mirabaud Securities 
may agree, being no later than the Long Stop Date);and 
 
(ii) the Company having complied with its obligations under the Placing 
Agreement to the extent that the same fall to be performed prior to 
Admission. 
 
If any of the conditions contained in the Placing Agreement are not 
satisfied (or, where applicable, waived) or it has become incapable of being 
satisfied on or before 8.00 a.m. on 20 December 2016 or such later date as 
Mirabaud Securities and the Company may agree in writing (but being not 
later than the Long Stop Date) the Placee's rights and obligations hereunder 
shall cease and determine at such time and each Placee agrees that no claim 
can be made by the Placee in respect thereof. All obligations assumed by the 
Placee under the terms and conditions of this Announcement are given to 
Mirabaud Securities in its capacity as agent for the Company and are 
therefore directly enforceable by the Company. 
 
By accepting Placing Shares, each Placee irrevocably agrees that: (i) the 
Company and Mirabaud Securities may jointly, in their absolute discretion, 
exercise the right to extend the time for fulfilment of any of the 
conditions to the Placing Agreement (provided that Admission occurs not 
later than the Long Stop Date) waive, in whole or in part, fulfilment of 
certain of the conditions to the Placing Agreement and may terminate the 
Placing Agreement in certain circumstances prior to Admission, in each case 
without consulting with any Placee. Any such extension or waiver will not 
affect the Placees' commitments. If there is any change to the timetable the 
Placees will be notified at the first practicable opportunity. 
 
*Termination of the Placing Agreement* 
 
The Placing Agreement contains certain undertakings and warranties given by 
the Company for the benefit of Mirabaud Securities and indemnities given by 
the Company relating to certain potential liabilities of Mirabaud 
Securities. In addition, Mirabaud Securities has certain rights to terminate 
the Placing Agreement at any time prior to Admission, inter alia, in the 
event of force majeure or a breach of warranty which is material in the 
context of the Placing. In the event that Mirabaud Securities exercises 
these rights, all obligations and liabilities owed by the Placees will cease 
and Mirabaud Securities will cause to be returned to the Placee, without 
interest, all monies received from the Placee at the Placee's risk. 
 
By participating in the Placing, Placees agree that the exercise by Mirabaud 
Securities of any right of termination or other discretion under the Placing 
Agreement shall be within the absolute discretion of Mirabaud Securities and 
that it need not make any reference to Placees and that it shall have no 
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 FCA in relation to the Placing and Placees' commitments will 
be made solely on the basis of the information contained in this 
Announcement (including the Appendix) released by the Company today, and 
subject to the further terms set forth in the contract note to be provided 
by Mirabaud Securities to individual prospective Placees. 
 
Each Placee, by participating in the Placing, agrees that the content of 
this Announcement (including the Appendix) is exclusively the responsibility 
of the Company and confirms that it has neither received nor relied on any 
other information or representation concerning the Company, its 
subsidiaries, the Placing or the Ordinary Shares. 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. Neither the 
Company nor Mirabaud Securities nor any of their respective officers, 
directors or employees 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. 
 
*Registration and settlement* 
 
Settlement of transactions in the Placing Shares through DIs following 
Admission will take place within the system administered by CREST, subject 
to certain exceptions. The Company reserves the right to require settlement 
for and delivery of the Placing Shares (or a portion thereof) to Placees in 
certificated form if either Mirabaud Securities in its absolute discretion 
considers this to be necessary or desirable. 
 
A Placee's commitment to acquire a fixed number of Placing Shares under the 
Placing will be agreed orally with Mirabaud Securities. Such agreement will 
constitute a legally binding commitment on such Placee's part to acquire 
that number of Placing Shares at the Placing Price on the terms and 
conditions set out or referred to in the Appendix and subject to the 
Company's Memorandum and Articles of Association. 
 
After such agreement is entered into, each Placee allocated Placing Shares 
in the Placing will be sent contract notes stating the number of Placing 
Shares allocated to it at the Placing Price and settlement instructions (the 
'Contract Note'). 
 
Each Placee agrees that it will do all things necessary to ensure that 
delivery and payment is completed in accordance with the standing CREST or 
certificated settlement instructions that it has in place with Mirabaud 
Securities. Settlement should be through Mirabaud Securities against CREST 
ID: 834, account designation: Clearing. For the avoidance of doubt, Placing 
allocations will be booked with a trade date of 15 December 2016 and 
settlement date of 20 December 2016. 
 
The Company will deliver the Placing Shares to the CREST accounts operated 
by Mirabaud Securities as agent for the Company and Mirabaud Securities will 
enter its delivery (DEL) instruction into the CREST system. The input to 
CREST by a Placee of a matching or acceptance instruction will then allow 
delivery of the relevant Placing Shares to that Placee against payment. 
 
Interest may be charged in respect of payments not received for value at 
that time. 
 
Whilst Mirabaud Securities do not believe there to be any liability to stamp 
duty or stamp duty reserve tax in respect of the Placing Shares, should any 
such stamp duty or stamp duty reserve tax be payable, it shall be entirely 
for the Placee's account and neither the Company nor Mirabaud Securities 
will have any liability in respect thereof. 
 
Each Placee is deemed to agree that, if it does not comply with these 
obligations, Mirabaud Securities may sell any or all of the Placing Shares 
allocated to that Placee on such Placee's behalf and retain from the 
proceeds, for the Company'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 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) which may arise upon 
the sale of such Placing Shares on such Placee's behalf. 
 
If Placing Shares are to be delivered to a custodian or settlement agent, 
Placees should ensure that the trade confirmation is copied and delivered 
immediately to the relevant person within that organisation. Insofar as 
Placing Shares are registered in a Placee's name or that of its nominee or 
in the name of any person for whom a Placee is contracting as agent or that 
of a nominee for such person, such Placing Shares should, subject as 
provided below, be so registered free from any liability to UK stamp duty or 
stamp duty reserve tax. Placees will not be entitled to receive any fee or 
commission in connection with the Placing. 
 
*Representations and warranties* 
 
By participating in the Placing each Placee (and any person acting on such 
Placee's behalf) acknowledges, undertakes, represents, warrants and agrees 
(as the case may be) with the Company and Mirabaud Securities the following: 
 
1. it has read this Announcement, including the Appendix, in its entirety 
and acknowledges and agrees that its participation in the Placing will be 
governed by the terms of this Appendix; 
 
2. its obligations are irrevocable and legally binding and shall not be 
capable of rescission or termination by it in any circumstances except 
fraud; 
 
3. that the exercise by Mirabaud Securities of any rights or discretion 

under the Placing Agreement shall be within the absolute discretion of 
Mirabaud Securities and Mirabaud Securities need not have any reference to 
the Placee and shall have no liability to it whatsoever in connection with 
any decision to exercise or not to exercise any such right and that it has 
no rights against Mirabaud Securities or the Company, or any of their 
respective directors and employees under the Placing Agreement pursuant to 
the Contracts (Rights of Third Parties Act) 1999; 
 
4. that it is not relying on any information or representation or warranty 
in relation to the Company or any of its subsidiaries or any of the Placing 
Shares other than as contained in this Announcement (including the Appendix) 
and that neither the Company nor Mirabaud Securities n nor any of their 
respective officers, directors or employees will have any liability for any 
such other information or representation; 
 
5. it has relied on its own investigation of the business, financial or 
other position of the Company in determining whether to participate in the 
Placing and neither Mirabaud Securities nor the Company nor any of their 
respective affiliates nor any person acting on behalf of any of them has 
provided, and will not provide, any material regarding the Placing Shares or 
the Company other than the contents of this Announcement; 
 
6. that neither it nor, as the case may be, its clients expect Mirabaud 
Securities to have any duties or responsibilities to it similar or 
comparable to the duties of 'best execution' and 'suitability' imposed by 
the FCA's Conduct of Business Source Book, and that Mirabaud Securities is 
not acting for it or its clients, and that Mirabaud Securities will not be 
responsible for providing protections afforded to its clients or for 
providing advice in relation to the transactions described in this letter; 
 
7. it is not a US Person (as defined below) or a national or resident of 
Canada, Australia, the Republic of South Africa, Japan or a corporation, 
partnership or other entity organised under the laws of the United States of 
America (the 'United States'), Japan, the Republic of South Africa or any 
province of Canada or Australia and that it will not offer, sell, renounce, 
transfer or deliver directly or indirectly any of the Placing Shares in the 
United States, Japan, the Republic of South Africa or any province of Canada 
or Australia or to or for the benefit of any US person or any person 
resident in the Japan, the Republic of South Africa, or any province of 
Canada or Australia and it acknowledges that the Placing Shares have not 
been and will not be registered under the United States Securities Act of 
1933, as amended, ('US Securities Act') and the relevant exemptions are not 
being obtained from the Securities Commission of any province of Canada and 
that the same are not being offered for sale and may not be, directly or 
indirectly, offered, sold, renounced, transferred or delivered in the United 
States, Japan, the Republic of South Africa or any province of Canada or 
Australia unless pursuant to a relevant exemption. In this Announcement, 'US 
Person' means a citizen or resident of the United States, a citizen or 
partnership or other entity created or organised in or under the laws of the 
United States or any sub-division thereof or therein and any estate or 
trustee which is subject to US federal income taxation regardless of its 
source; 
 
8. if it is a US person or in the United States, it meets the requirements 
of qualified institutional buyers, as defined in Rule 144A under the US 
Securities Act; 
 
9. it understands that if it is in the United States or a US Person and it 
decides to offer, sell or otherwise transfer any of the Placing Shares, such 
securities may be offered, sold or otherwise transferred only (i) to the 
Company, (ii) pursuant to an effective registration statement that covers 
resale of the securities, (iii) outside the United States in accordance with 
Rule 904 of Regulation S under the US Securities Act, or (iv) within the 
United States in a transaction that does not require registration under the 
US Securities Act (including, without limitation, pursuant to Rule 144 or 
Rule 144A) and in any case in accordance with any applicable securities laws 
of any state of the United States, and, with respect to clauses (iii) and 
(iv), the Placee has, prior to such offer, sale or transfer, furnished to 
the Company an opinion of counsel or other evidence of exemption, in either 
case reasonably satisfactory to the Company; 
 
10. it understands that if it is in the United States or a US Person, the 
Placing Shares shall only be eligible for settlement through CREST if 
approved by the Company, and, if requested by the Company, the Placee 
provides a signed letter addressed to the Company, containing certain 
representations regarding compliance with US securities laws; 
 
11. if any Ordinary Shares offered and sold pursuant to Regulation S are 
issued in certificated form, then such certificates evidencing ownership 
will contain a legend substantially to the following effect unless otherwise 
determined by the Company in accordance with applicable law: 
 
'THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED 
(THE 'SECURITIES ACT'), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY 
STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY 
MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN 
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT 
IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND IN 
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.' 
 
12. if required by applicable securities laws or as otherwise reasonably 
requested by the Company, the Placee will execute, deliver and file and 
otherwise assist the Company in filing reports, questionnaires, undertakings 
and other documents with respect to the issue of the Placing Shares; 
 
13. it is entitled to subscribe for 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 governmental and other consents which may be required 
thereunder or otherwise and complied with all necessary formalities and that 
it has not taken any action which will or may result in the Company or 
Mirabaud Securities or any of their respective directors, officers, 
employees or agents acting in breach of any regulatory or legal requirements 
of any territory in connection with the Placing or its acceptance of Placing 
Shares and that its commitment constitutes a valid and binding obligation on 
it; 
 
14. it has obtained all necessary capacity, consents and authorities 
(regulatory or otherwise) to enable it to give its commitment to subscribe 
for the Placing Shares and to perform its subscription obligations; 
 
15. it has such knowledge and experience in financial, business and tax 
matters as to be capable of evaluating the merits and risks of its 
investment in the Placing Shares and it is able to bear the economic risks 
and complete loss of such investment in the Placing Shares; 
 
16. it is acting as principal and for no other person and that its 
acceptance of Placing Shares will not give a contractual right to require 
the issue by the Company of any Placing Shares; 
 
17. it will (or will procure that its nominee will), if applicable, make 
notification to the Company of the interest in its shares in accordance with 
the articles of association of the Company; 
 
18. it is a Qualified Investor as defined in section 86(7) of FSMA and is a 
person (i) having professional experience in matters relating to investments 
who falls within the definition of 'investment professionals' in Article 
19(5) of the Order or (ii) who falls within Article 19(5) or 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; 
 
19. if in a Member State of the European Economic Area which has implemented 
the Prospectus Directive (each, a '*Relevant Member State*'), the relevant 
Placee represents and warrants that: 
 
(a) it is a legal entity which is authorised or regulated to operate in the 
financial markets or, if not so authorised or regulated, its corporate 
purpose is solely to invest in securities; or 
 
(b) it is a legal entity which has two or more of: 
 
(i) an average of at least 250 employees during the last financial year; 
 
(ii) a total balance sheet of more than EUR 43,000,000; and/or 
 
(iii) an annual turnover of more than EUR 50,000,000, as shown in its last 
annual or consolidated accounts; or 
 
(c) in the case of any Placing Shares acquired by it as a financial 
intermediary, as that term is used in Article 3(2) of the Prospectus 
Directive, (i) the Placing Shares acquired by it in the Placing have not 
been acquired on behalf of, nor have they been acquired with a view to their 
offer or resale to, persons in any Relevant Member State other than 
Qualified Investors (as defined in the Prospectus Directive) or in 
circumstances in which the prior consent of Mirabaud Securities has been 
given to the offer or resale; or (ii) where Placing Shares have been 
acquired by it on behalf of persons in any member state of the EEA other 
than Qualified Investors, the offer of those Placing Shares to it is not 
treated under the Prospectus Directive as having been made to such persons; 
or 
 
(d) such securities are sold in any other circumstance which does not 
require the publication of a prospectus by the Company pursuant to Article 3 
of the Prospectus Directive; or 
 
(e) it is acquiring the Placing Shares for its own account or is acquiring 
the Placing Shares for an account with respect to which it exercises sole 
investment discretion, and that, unless otherwise agreed with the Company, 
it (and any such account) is subscribing for the Placing Shares in an 

'offshore transaction' (within the meaning of Regulation S under the US 
Securities Act); 
 
20. it is not, nor is it acting on behalf of, a person falling within 
subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections 
(2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 
1986; 
 
21. that no instrument under which it acquires Placing Shares (whether as 
principal, agent or nominee) will be subject to stamp duty or SDRT at the 
increased rates referred to in sections 67 or 93 (Depository Receipts) or 
section 70 or 96 (Clearance Services) of the Finance Act 1986; 
 
22. that it irrevocably appoints any director of Mirabaud Securities as its 
agent for the purpose of executing and delivery 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 offered to it by 
Mirabaud Securities; 
 
23. that if it elects to receive its Placing Shares in uncertificated form, 
the CREST member account identified in the Contract Note returned by it is 
not marked; 
 
24. to indemnify and hold the Company and Mirabaud Securities harmless from 
any and all costs, claims, liabilities and expenses (including legal fees 
and expenses) arising out of or in connection with any breach by it (or any 
person on whose behalf it is acting) of the representations, warranties, 
acknowledgements, agreements and undertakings contained in this appendix and 
further agrees that the provisions of this appendix shall survive after 
completion of the Placing; 
 
25. that its obligations will be owed to the Company and Mirabaud Securities 
and acknowledges that it has an immediate, separate, irrevocable and binding 
obligation, owed to Mirabaud Securities , to pay to Mirabaud Securities (or 
as it may direct) in cleared funds an amount equal to that shown in the 
Contract Note; 
 
26. that any agreements entered into by it pursuant to these terms and 
conditions shall be governed by and construed in accordance with the laws of 
England 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; 
 
27. that the Company and Mirabaud Securities will rely upon the truth and 
accuracy of the foregoing representations, warranties, acknowledgements and 
undertakings which are given to Mirabaud Securities on its own behalf and on 
behalf of the Company and are irrevocable; 
 
28. it is aware of, have complied with and will continue to comply with any 
obligations it has under the FCA's Money Laundering Rules, the Criminal 
Justice Act 1993, FSMA, the Terrorism Act 2000, the Anti Terrorism Crime and 
Security Act 2001 and the Proceeds of Crime Act 2002 to the extent 
applicable to it and in respect of its subscription for Placing Shares: (i) 
it has complied fully with its obligations pursuant to the Money Laundering 
Regulations 2007; and (ii) it will provide Mirabaud Securities and/on demand 
with any information it may require for the purposes of verification under 
the Money Laundering Regulations 2007; 
 
29. that to ensure compliance with the FCA's Money Laundering Rules, the 
Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the 
Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (as 
applicable) each of Mirabaud Securities may, in its absolute discretion, 
require verification of the Placees identity to the extent that it has not 
already provided the same. Pending the provision to Mirabaud Securities of 
evidence of identity, definitive certificates in respect of Placing Shares 
may be retained at its absolute discretion. If within a reasonable time 
after a request for verification of identity Mirabaud Securities has not 
received evidence satisfactory to it, Mirabaud Securities may, at its 
absolute discretion, terminate the proposed issue of Placing Shares to the 
Placee in which event the monies payable on acceptance of the allotment 
will, if paid, be returned without interest to the account of the drawee 
bank from which they were originally debited. No Placing Shares will be 
placed with a Placee if before Admission its acceptance of any Placing 
Shares is rejected pursuant to the Money Laundering Regulations 2007; 
 
30. that it will not make any offer to the public of those Placing Shares to 
be subscribed by it for the purposes of the Prospectus Rules issued by the 
FCA with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 
809/2004; 
 
31. that it will not distribute any document relating to the Placing Shares 
and it will be acquiring the Placing Shares for its own account as principal 
or for a discretionary account or accounts (as to which it has the authority 
to give the statements set out herein) for investment purposes only; 
 
32. 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 Ordinary Shares under the Placing and 
will not be any such person on the date any such Placing is accepted; 
 
33. that information provided by it to the Company and the Company's 
registrars (the '*Registrars*') will be stored on the Company's and/or the 
Registrars computer system(s). It acknowledges and agrees that for the 
purposes of the Data Protection Act 1998 (the '*Data Protection Law*') and 
other relevant data protection legislation which may be applicable, the 
Company and the Registrars are required to specify the purposes for which 
they will hold personal data. The Company and the Registrars 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 Ordinary 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 Ordinary Shares; 
 
(iii) provide personal data to such third parties as the Company or the 
Registrars may consider necessary in connection with its affairs and 
generally in connection with its holding of Ordinary Shares or as the Data 
Protection Law may require, including to third parties outside the United 
Kingdom or the European Economic Area; 
 
(iv) without limitation, provide such personal data to the Company and 
Mirabaud Securities for processing, notwithstanding that any such party may 
be outside the United Kingdom or the EEA States; and 
 
(v) process its personal data for the Company's or Registrars' internal 
administration; and 
 
34. that it has obtained the consent of any data subject to the Registrars 
and the Company 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 33 above). For the purposes of this document, 'data 
subject', 'personal data' and 'sensitive personal data' shall have the 
meanings attributed to them in the Data Protection Law. 
 
The acknowledgements, undertakings, representations and warranties referred 
to above are given to each of the Company and Mirabaud Securities (for their 
own benefit, and where relevant, the benefit of their respective affiliates) 
and are irrevocable. The Company and Mirabaud Securities will rely upon the 
truth and accuracy of the foregoing acknowledgements, undertakings, 
representations and warranties. 
 
In addition, Placees should note that they will be liable for any stamp duty 
and all other stamp, issue, securities, transfer, registration, documentary 
or other duties or taxes (including any interest, fines or penalties 
relating thereto) payable outside the UK by them or any other person on the 
acquisition by them of any Placing Shares or the agreement by them to 
acquire any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges 
that Mirabaud Securities owes no fiduciary or other duties to any Placee in 
respect of any representations, warranties, undertakings or indemnities 
expected to be contained in the Placing Agreement. 
 
When a Placee or person acting on behalf of the Placee is dealing with 
Mirabaud Securities, any money held in an account with Mirabaud Securities 
on behalf of the Placee and/or any person acting on behalf of the Placee 
will not be treated as client money within the meaning of the rules and 
regulations of the FCA made under the FSMA. The Placee acknowledges that the 
money will not be subject to the protections conferred by the client money 
rules; as a consequence, this money will not be segregated from Mirabaud 
Securities' money in accordance with the client money rules and will be used 
by Mirabaud Securities in the course of its own business and each Placee 
will rank only as a general creditor of Mirabaud Securities. 
*Definitions* 
The following definitions apply throughout this Announcement unless the 
context otherwise requires: 
 
+----------------------------+---------------------------------+ 
|'*Admission*'               |admission of the Placing Shares  | 
|                            |to the premium listing segment of| 
|                            |the Official List and to trading | 
|                            |on the Main Market for listed    | 
|                            |securities                       | 
+----------------------------+---------------------------------+ 
|'*Announcement*'            |means this announcement          | 
|                            |(including the appendix to this  | 
|                            |announcement)                    | 
+----------------------------+---------------------------------+ 
|'*Company*'                 |R.E.A. Holdings plc              | 
+----------------------------+---------------------------------+ 

|'*CREST*'                   |the relevant system (as defined  | 
|                            |in the Uncertificated Securities | 
|                            |Regulations 2001) for the        | 
|                            |paperless settlement of trades   | 
|                            |and the holding of uncertificated| 
|                            |securities operated by Euroclear | 
|                            |UK & Ireland Limited             | 
+----------------------------+---------------------------------+ 
|'*Directors*' or '*Board*'  |the directors of the Company, or | 
|                            |any duly authorised committee    | 
|                            |thereof                          | 
+----------------------------+---------------------------------+ 
|'*FCA*'                     |the Financial Conduct Authority  | 
|                            |in its capacity as the competent | 
|                            |authority for the purposes of    | 
|                            |Part VI of FSMA                  | 
+----------------------------+---------------------------------+ 
|'*FSMA*'                    |the Financial Services and       | 
|                            |Markets Act 2000 (as amended)    | 
+----------------------------+---------------------------------+ 
|'*Group*'                   |the Company, its subsidiaries and| 
|                            |its subsidiary undertakings      | 
+----------------------------+---------------------------------+ 
|'*London Stock Exchange*'   |London Stock Exchange Plc        | 
+----------------------------+---------------------------------+ 
|*'Main Market'*             |the Main Market of the London    | 
|                            |Stock Exchange                   | 
+----------------------------+---------------------------------+ 
|*'Mirabaud Securities'*     |Mirabaud Securities LLP          | 
+----------------------------+---------------------------------+ 
|*'Official List'*           |the official list of the FCA     | 
+----------------------------+---------------------------------+ 
|'*Ordinary Shares*'         |ordinary shares of 25 pence each | 
|                            |in the capital of the Company    | 
+----------------------------+---------------------------------+ 
|'*Placing*'                 |the placing of the Placing Shares| 
|                            |at the Placing Price             | 
+----------------------------+---------------------------------+ 
|'*Placing Agreement*'       |the agreement dated 15 December  | 
|                            |2016 between the Company and     | 
|                            |Mirabaud Securities relating to  | 
|                            |the Placing                      | 
+----------------------------+---------------------------------+ 
|'*Placing Price*'           |295 pence per Placing Share      | 
+----------------------------+---------------------------------+ 
|'*Placing Shares*'          |3,670,000 new Ordinary Shares to | 
|                            |be issued by the Company         | 
+----------------------------+---------------------------------+ 
|*'Registrars'*              |Capita Registrars Limited        | 
+----------------------------+---------------------------------+ 
|'*UK*' or '*United Kingdom*'|the United Kingdom of Great      | 
|                            |Britain and Northern Ireland     | 
+----------------------------+---------------------------------+ 
Language:        English 
ISIN:            GB0002349065 
Category Code:   IOE 
TIDM:            RE. 
Sequence Number: 3692 
Time of Receipt: 15-Dec-2016 / 11:41 GMT/BST 
 
End of Announcement EQS News Service 
 
530151 15-Dec-2016 
 
 

(END) Dow Jones Newswires

December 15, 2016 06:43 ET (11:43 GMT)