TIDMCAR
RNS Number : 5139M
Carclo plc
14 October 2016
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
CARCLO PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THE REPUBLIC OF IRELAND.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER
OR SOLICITATION WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
14 October 2016
Carclo PLC
("Carclo", the "Company" or the "Group")
Acquisition of Precision Tool & Molding, LLC for up to
US$6.5 million
Proposed placing to raise approximately GBP8.0 million
Acquisition highlights
-- Carclo announces that its US subsidiary, CTP Carrera Inc.
("CTP"), has acquired Precision Tool & Molding, LLC, trading as
Precision Tool & Die ("PTD"), for an initial consideration of
$5.5 million (approximately GBP4.5 million) in cash (the
"Completion Consideration") plus further deferred consideration of
up to $1.0 million (approximately GBP0.8 million) in cash, subject
to the satisfaction of certain performance criteria (the "Deferred
Consideration") (the "Acquisition"). The Completion Consideration
is subject to a working capital adjustment of up to US$750,000
(approximately GBP615,000) (the "Working Capital Adjustment"), of
which, an initial payment of $256,397 (approximately GBP210,000)
was paid upon completion of the Acquisition. The total Working
Capital Adjustment will be determined subsequent to the completion
of the Acquisition.
-- PTD provides high precision mould tooling, injection moulding
and assembly for the medical device industry. PTD is based close to
Boston, in Derry, New Hampshire in the US.
-- PTD has very strong technical relationships with several
major medical OEMs including three of the global Top 20 medical
device manufacturers, none of which are existing customers of
Carclo. Approximately 90% of PTD's business is for the medical
device industry.
-- For the year ended 31 December 2015, PTD reported unaudited
turnover of US$6.9 million (approximately GBP5.7 million),
unaudited profit before tax of US$1.6 million (approximately GBP1.3
million) and unaudited net assets of US$2.2 million (approximately
GBP1.8 million). For the year ended 31 December 2015, approximately
60% of PTD's turnover related to injection moulding services and
approximately 40% of turnover related to technical and prototyping
services, including tooling.
-- The Board of Carclo believes the Acquisition will enhance the
ability of the Group to grow its US operations by extending its
global offering to PTD's existing customers and, in parallel,
extending PTD's technical prototyping capabilities to the Group's
existing customers.
-- The Completion Consideration has been fully funded utilising
a short-term debt facility. The intention is that this facility
will be repaid using the proceeds of the proposed placing announced
today.
Placing highlights
-- The Company also announces today a proposed placing of
6,631,026 new ordinary shares of 5 pence each in the Company (the
"Placing Shares"), at a price of 120 pence per Placing Share, to
raise gross proceeds of approximately GBP8.0 million (the
"Placing"). The Placing Shares will represent approximately 9.9 per
cent. of the Company's existing issued share capital.
-- The Placing is being conducted through an accelerated
bookbuilding process which will commence immediately following this
Announcement in accordance with the terms and conditions set out in
the Appendix to this Announcement.
-- It is intended that the net proceeds of the Placing will be
used to repay the short-term debt facility used to satisfy the
Completion Consideration as well as to fund any additional working
capital requirements in respect of the Acquisition. The remaining
proceeds of the Placing will be utilised to reduce the Group's net
debt position and to fund the Group's investment plans, including
at its Wipac super and luxury car lighting business.
Chris Malley, Chief Executive of the Company, said:
"The acquisition of Precision Tool and Die will bring
significant new capabilities to Carclo Technical Plastics and
enhance our offering within the Healthcare sector. The combination
of Carclo Technical Plastic's knowledge and experience of high
volume manufacturing and customer validation protocols, together
with PTD's expertise in toolmaking and product prototyping, will
significantly widen Carclo Technical Plastic's offering to our
combined customer base. PTD has a strong track record of providing
innovative and rapid technical solutions for its customer base and
its reputation is strong within the Boston based medical device
manufacturers. This is a testament to the skills, energy and
commitment of both the owners and the employees of PTD and we look
forward to welcoming them into the Carclo Group."
Ends
For further information please contact:
Carclo plc 0192 426 8040
Chris Malley, Chief Executive
Robert Brooksbank, Finance
Director
Peel Hunt LLP (sole broker
and sole bookrunner) 020 7418 8900
Jock Maxwell Macdonald
Justin Jones
Matthew Brooke-Hitching
Weber Shandwick Financial
(Financial PR) 020 7067 0700
Nick Oborne
All US dollar amounts in this announcement are translated to
Sterling at an exchange rate of USD 1.2203.
Introduction to the Acquisition and Placing
The Company is pleased to announce the acquisition of PTD and a
proposed placing to raise approximately GBP8.0 million (before
expenses) by way of an accelerated bookbuilding process.
The consideration for the Acquisition comprises $5.5 million
(approximately GBP4.5 million) in cash paid on completion and up to
a further $1.0 million (approximately GBP0.8 million) in deferred
consideration, payable in cash subject to the satisfaction of
certain revenue performance targets during the three year period to
13 October 2019. The Completion Consideration has been funded
utilising a short-term debt facility.
It is intended that the net proceeds of the Placing will be used
to repay the short-term debt facility used to satisfy the
Completion Consideration as well as to fund any additional working
capital requirements in respect of the Acquisition. The remaining
proceeds of the Placing will be utilised to reduce the Group's net
debt position and to fund the Group's investment plans, including
at its Wipac super and luxury car lighting business.
Background to and reasons for the Acquisition
As previously announced, the Group has been exploring growth
opportunities to add specialist moulding capabilities to its
Technical Plastics division including product design and
prototyping services. This strategic growth plan included the
possibility of acquisitions which would complement and accelerate
the Group's own organic opportunities or reduce the time required
to secure new customers being targeted by the Group. PTD's focus on
toolmaking and production prototyping of lower volume medical
products is consistent with this strategy and its further direct
experience of manufacturing tools for micromoulding enhances the
strategic fit.
The Acquisition of PTD has been under consideration since
November 2015 and represents an opportunity to acquire a US based
business that provides technical, design, tooling, prototyping and
moulding solutions to predominantly blue chip medical device
businesses in the North East of the US. The business operates out
of a circa 29,000 square foot facility with Class 7 and Class 8
cleanrooms. PTD serves a niche market not currently served by
Carclo. PTD has very strong technical relationships with a number
of major medical companies with technical centres in Boston,
Massachusetts. The Acquisition will enable Carclo to develop an
interface with these medical companies at the product development
phase, creating a value adding opportunity for the Group and
positioning Carclo as the natural manufacturer for these companies.
In addition, as part of the Carclo Group, PTD will be able to
service high volume projects which it is not currently able to
do.
The Board expects the Acquisition to be earnings neutral for the
Group in the first full financial year following completion.
Precision Tool & Die
PTD is headquartered in Derry, New Hampshire and was founded in
1982. The business is being sold by Brian Driscoll, Michael
Driscoll and Tim Driscoll and they will remain with the business
post-completion. PTD employs circa 45 staff comprising engineers,
technical personnel and management and support staff.
In the financial year ended 31 December 2015, PTD reported
unaudited turnover of US$6.9 million (approximately GBP5.7 million)
and unaudited profit before tax of US$1.6 million (approximately
GBP1.3 million). PTD had unaudited gross assets of US$2.4 million
(approximately GBP2.0 million) as at 31 December 2015.
PTD has a low customer concentration with the top five customers
accounting for 50% of revenue.
Current trading
The Group announced a trading update today which is set out
below:
"The Group has continued to trade well in the current financial
year and its trading performance remains in line with the Board's
expectations for the year ending 31 March 2017. The Group will
announce its results for the half year ended 30 September 2016 on
15 November 2016.
Technical Plastics delivered a good first half performance with
customer demand in line with the Board's expectations and growing
net margins; the Board expects this division to have a stronger
second half trading performance. In LED Technologies, our Wipac
luxury and supercar lighting business has performed well,
demonstrating good product demand and with all of its current
design, development and tooling projects on plan; this division is
expected to report another strong performance in the second half of
the financial year. The Aerospace division has benefited from
stable demand in the first half of the financial year and is
expected to trade in line with the Board's expectations for the
full year.
Approximately two thirds of Group revenue is currently derived
from outside the UK and, therefore, movements in foreign exchange
rates have an impact on our financial results. The Group had
foreign exchange contracts in place prior to the EU Referendum and
this has limited the net benefit from foreign exchange rates in the
first half of the financial year. Assuming that sterling does not
strengthen significantly, we do expect some further net benefit
from the retranslation of overseas profits during the second half
of the financial year.
Group debt was slightly higher as at 30 September 2016 than at
31 March 2016 primarily due to the impact of currency movements on
the re-translation of the Group's US dollar and Euro denominated
medium term loans. Group debt is expected to reduce by 31 March
2017.
As outlined in our trading statement of 31 August 2016, the
Group's IAS 19 pension deficit is expected to have increased
significantly due to the material decrease in the corporate bond
yield used to discount the pension liability. However, the cash
cost of the pension deficit has remained at similar levels with the
Group paying in the current year an annual recovery plan payment of
GBP1.2 million and pension scheme administration costs of GBP0.7
million.
As expected, due to the materially increased IAS19 pension
deficit extinguishing the Company's distributable reserves, the
Group did not pay the recommended final dividend of 1.95 pence per
share which was referred to in the results announcement made on 7
June 2016.
The Board continues to look forward to a year of strong trading
and good growth in both of its main divisions."
Details of the acquisition agreement
Under the agreement for the Acquisition (the "Acquisition
Agreement"), CTP has paid initial consideration of US$5.5 million
(approximately GBP4.5 million), plus an initial payment of $256,397
(approximately GBP210,000) pursuant to the Working Capital
Adjustment, on the closing of the Acquisition. The Working Capital
Adjustment of up to a maximum of US$750,000 (approximately
GBP615,000), including the initial payment, will be calculated
based on the difference between the business's working capital at
closing (as defined in the Acquisition Agreement) and the
business's average working capital (as defined in the Acquisition
Agreement). Depending on whether the Working Capital Adjustment is
positive or negative, the amount of the adjustment will be paid out
by CTP as a further payment or received by CTP as a repayment.
Payment of the Deferred Consideration will be subject to the
achievement by PTD of certain revenue performance targets during
the three year period to 13 October 2019. The maximum amount of the
Deferred Consideration is US$1.0 million (approximately GBP0.8
million).
Details of the placing
The Company intends to raise approximately GBP8.0 million
(before expenses of approximately GBP0.3 million) pursuant to the
Placing. The price per Placing Share is 120 pence.
The Placing will be conducted by Peel Hunt LLP ("Peel Hunt") in
accordance with the terms and conditions set out in the Appendix to
this announcement. The bookbuilding process will determine demand
for and participation in the Placing. The bookbuilding will
commence with immediate effect and the books are expected to close
no later than 4.30pm on the date of this announcement. However,
Peel Hunt reserves the right to close the books earlier or later
without further notice.
The timing of the closing of the books is at the absolute
discretion of Peel Hunt in consultation with the Company. The
allocations will be determined by Peel Hunt in its absolute
discretion following consultation with the Company and will be
confirmed orally by Peel Hunt following the close of the
bookbuilding process. A further announcement will then be made
following the completion of the bookbuilding process.
The Placing is conditional, inter alia, upon:
-- the placing agreement which has been entered into between the
Company and Peel Hunt (the "Placing Agreement) having become
unconditional in all respects (save for the condition relating to
Admission) and not having been terminated in accordance with its
terms; and
-- Admission of the Placing Shares taking place by no later than
8.00 a.m. on 19 October 2016 (or such later date, not being later
than 02 November 2016, as the Company and Peel Hunt may agree).
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from placees will be
returned to them (at the placees' risk and without interest) as
soon as possible.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt as to matters relating to the Company and its
business and a customary indemnity from the Company to Peel Hunt in
respect of liabilities arising out of or in connection with the
Placing. The Placing Agreement also contains customary rights of
termination which could enable Peel Hunt to terminate the Placing
in certain limited circumstances.
The Placing Shares will represent approximately 9.9 per cent. of
the existing issued share capital and will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the Company's existing ordinary shares including the right to
receive all dividends and other distributions declared, made or
paid in respect of such shares after the date of issue of the
Placing Shares.
Application will be made for the Placing Shares to be admitted
to the Official List of the UK Listing Authority and to trading on
the London Stock Exchange's main market for listed securities. It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on or around 19 October
2016.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
IMPORTANT NOTICE
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan, the Republic of South
Africa or the Republic of Ireland, or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (the "Restricted Jurisdictions").
The Placing Shares have not been and will not be registered under
the United States Securities Act 1933, as amended (the "Securities
Act") or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States absent registration except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act. No public offering of the Placing Shares is
being made in the United States. The Placing Shares are being
offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S
under the Securities Act. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in
connection with the Placing. This announcement does not constitute
or form part of an offer to sell or issue or a solicitation of an
offer to buy, subscribe for or otherwise acquire any securities in
any jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act on 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 you are a Relevant Person.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this announcement of the price at which Carclo
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Persons needing advice should
consult an independent financial adviser. 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to the Placing, or any other matters referred to in this
announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Peel Hunt or by its affiliates or their
respective agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's main market for listed securities.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF
THE PROSPECTUS DIRECTIVE, (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF FSMA OR (C) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS
AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States absent registration except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation is or may be
unlawful. This announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Peel Hunt, or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Any indication in this announcement of the price at which Carclo
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Persons needing advice should
consult an independent financial adviser. 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to the Placing, or any other matters referred to
herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to subscribe for Placing Shares
is deemed to have read and understood this announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Peel Hunt. Pursuant to the Placing Agreement, Peel Hunt has,
subject to the terms set out in such agreement, agreed to use
reasonable endeavours, as agent of the Company, to procure Placees
for the Placing Shares. Peel Hunt will today commence an
accelerated bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing.
The Placing has been structured as a cashbox placing. The
Company and Peel Hunt have agreed to subscribe for ordinary shares
in a newly-incorporated Jersey company ("Newco"). Payments from
Placees pursuant to the Placing shall be made directly to Peel
Hunt. The funds will be used by Peel Hunt to subscribe for
redeemable preference shares in Newco. The Company will allot and
issue the Placing Shares to those persons entitled thereto in
consideration of Peel Hunt transferring its holdings of ordinary
shares and redeemable preference shares in Newco to the Company.
Accordingly, instead of receiving cash as consideration for the
issue of the Placing Shares the Company will, immediately following
Admission, own the entire issued share capital of Newco whose only
asset will be its cash reserves, which will represent an amount
equivalent to the net proceeds of the Placing. The Company will be
able to access this amount by redeeming the redeemable preference
shares it holds in Newco and, during any interim period prior to
redemption, by procuring that Newco lends such amount to the
Company (or one of the Company's subsidiaries).
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the FCA for admission of the Placing
Shares to the Official List of the UK Listing Authority and to
London Stock Exchange plc for admission to trading of the Placing
Shares on its main market for listed securities ("Admission").
Admission is expected to become effective on or around 19 October
2016 (or such later date as Peel Hunt may agree with the Company,
not being later than 8:00am on 02 November 2016) and dealings in
the Placing Shares will commence on the same day.
Principal terms of the Placing
1 Peel Hunt is acting as agent of the Company in connection with
the Placing on the terms and subject to the conditions of the
Placing Agreement.
2 Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by Peel Hunt to
participate. Peel Hunt and any of its affiliates are entitled to
enter bids in the Bookbuild as principal.
3 The price per Placing Share (the "Placing Price") is a price
of 120 pence and is payable to Peel Hunt (as agent for the Company)
by all Placees.
4 The completion of the Bookbuild will be determined by Peel
Hunt in its absolute discretion and shall then be announced on a
Regulatory Information Service as soon as is practicable following
completion of the Bookbuild.
5 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for. Bids may be scaled
down by Peel Hunt on the basis referred to in paragraph 10
below.
6 The Bookbuild is expected to close no later than 5.00p.m. on
14 October 2016 but may be closed earlier or later at the
discretion of Peel Hunt. Peel Hunt may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
7 Each Placee's allocation will be determined by Peel Hunt in
its absolute discretion following consultation with the Company and
will be confirmed orally by Peel Hunt to such Placees.
8 Peel Hunt's oral confirmation to any person of an allocation
of Placing Shares will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of Peel Hunt and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it on the terms
and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Peel Hunt's consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
9 The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
10 Subject to paragraphs 4 and 5 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Peel Hunt may also, notwithstanding paragraphs
4 and 5 above, but subject to the prior consent of the Company,
allocate the Placing Shares after the time of any initial
allocation to any person submitting a bid after time.
11 Each Placee's allocation and commitment to subscribe for
Placing Shares 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 Peel Hunt's
consent will not be capable of variation or revocation after the
time at which it is submitted.
12 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Peel Hunt as agent for the Company, 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 acquire and the Company has agreed to
allot and issue to that Placee.
13 Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt 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.
14 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are 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".
15 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Rights to terminate under the Placing
Agreement".
16 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17 To the fullest extent permissible by law, neither: (a) Peel
Hunt (b) any of its affiliates, agents, directors, officers,
consultants of employees nor (c) to the extent not contained within
(a) or (b) any person connected with Peel Hunt as defined in FSMA
((b) and (c) being together "Affiliates" and individually an
"Affiliate" of Peel Hunt) shall have any liability (including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular neither Peel Hunt nor any of their
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Peel Hunt's
conduct of the Placing or of such alternative method of effecting
the Placing as Peel Hunt 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 obligations of Peel Hunt under the Placing Agreement are
conditional, inter alia, on:
1 the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading as of
the date of the Placing Agreement and on Admission, as though they
had been given and made on such dates by reference to the facts and
circumstances then subsisting;
2 the Acquisition Agreement having been entered into by the
parties thereto and remaining in full force and effect and not
having been terminated or rescinded prior to Admission;
3 the performance by the Company of its obligations under the
Placing Agreement, the Option Agreement and the Subscription and
Transfer Agreement (each as defined in the Placing Agreement), to
the extent that they fall to be performed prior to Admission;
4 no material adverse change in, or any development likely to
involve prospective material adverse change in or affecting, the
operations, the condition (financial, operational, legal or
otherwise) or in the trading position, earnings, management,
general affairs, solvency or prospects of the Group, taken as a
whole, whether or not foreseeable and whether or not arising in the
ordinary course of business, having occurred, in each case prior to
Admission.
5 the Company delivering, by no later than 6.30 pm on the
business day immediately prior to the expected date of Admission,
to Peel Hunt, a certificate confirming, inter alia, that none of
the warranties given by the Company in the Placing Agreement was
untrue, inaccurate or misleading when made or would be breached or
be untrue, inaccurate or misleading were it to be repeated by
reference to the facts and circumstances subsisting on the date of
the certificate;
6 the obligations of Peel Hunt not having been terminated
pursuant to the Placing Agreement, the Subscription and Transfer
Agreement and the Option Agreement, in each case prior to
Admission; and
7 Admission occurring not later than 8.00 am on 19 October 2016
or such later time as Peel Hunt may agree in writing with the
Company (but in any event not later than 8.00 am on 02 November
2016).
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Peel Hunt) by the
relevant time or date specified in the Placing Agreement, or (b)
the Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and each Placee's rights and
obligations hereunder shall cease and determine at such time and no
claim may be made by a Placee in respect thereof. Neither the
Company, nor Peel Hunt or any of its Affiliates shall have any
liability to any Placees (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Placing generally.
Peel Hunt may waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save for the above condition
relating to Admission. Any such extension or waiver will not affect
Placees' commitments as set out in this announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Rights to terminate under the Placing Agreement
Peel Hunt may (in its absolute discretion but acting in good
faith) at any time before Admission, terminate its obligations
under the Placing Agreement by giving notice to the Company if Peel
Hunt becomes aware that:
1 any statement of fact contained in this announcement, or
certain of the other documents delivered in relation to the
Placing, has become untrue or inaccurate in any material respect or
misleading when made;
2 any of the warranties was untrue, inaccurate or misleading
when made on the date of the Placing Agreement and/or that any of
the warranties would be untrue, inaccurate or misleading if it were
to be repeated by reference to the facts subsisting at the
time;
3 the Company is in material breach of its obligations under the
Placing Agreement, the Subscription and Transfer Agreement or the
Option Agreement to the extent such obligations fall to be
performed prior to Admission;
4 there has been a material breach of any of the warranties,
undertakings, indemnities, covenants, agreements or other
obligations on the part of any party to the Acquisition Agreement
or any matter, fact or circumstances or event has arisen or
occurred after entry into the Acquisition Agreement which, had it
arisen or occurred prior to the entry into the Acquisition
Agreement, would constitute such a breach or any party to the
Acquisition Agreement has become entitled to terminate or rescind
the Acquisition Agreement and in any such case Peel Hunt considers
that the same would materially prejudice the success of the Placing
or renders the Placing impracticable or inadvisable;
5 there has occurred any material adverse change in, or any
development likely to lead to any material adverse change in, the
operations or condition (financial, operational, legal or
otherwise) or in the trading position, earnings, solvency or
prospects of the Group, taken as a whole, whether or not
foreseeable and whether or not arising in the ordinary course of
business, in circumstances where Peel Hunt considers that the same
would materially prejudice the success of the Placing or renders
the Placing impracticable or inadvisable;
6 there has been a cancellation or suspension by the UK Listing
Authority or the London Stock Exchange of trading in the Company's
securities; or
7 there has been a suspension of trading in securities generally
on the London Stock Exchange or trading is limited, or minimum
prices established, on such exchange, or the declaration of a
general banking moratorium in London or any material disruption to
commercial banking or securities settlement or clearance services
in the United Kingdom, any change or development involving a
prospective change in national or international, military,
diplomatic, monetary, economic, political, financial, industrial or
market conditions or exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or
any declaration by the UK or the USA of a national emergency or
war, which Peel Hunt considers in its absolute discretion, acting
in good faith, to be likely to have an adverse effect on the
financial or trading position or prospects of the Group which
effect is material in the context of the Group as a whole or which
renders the Placing impracticable or inadvisable.
By participating in the Placing, each Placee agrees with Peel
Hunt that the exercise by Peel Hunt of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Peel Hunt (acting in good faith) and that
Peel Hunt will not need to make any reference to the Placees in
this regard and that to the fullest extent permitted by law Peel
Hunt shall not have any liability whatsoever to the Placees in
connection with any such exercise.
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required to be
published and Placees' commitments will be made solely on the basis
of the information contained in this announcement and any
information previously published by or on behalf of the Company by
notification to a Regulatory Information Service. Each Placee by
accepting a participation in the Placing, agrees that the content
of this announcement is exclusively the responsibility of the
Company and confirms to Peel Hunt and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of Peel Hunt (other than
the amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred
to below) or any of its Affiliates, any persons acting on its
behalf or the Company and neither Peel Hunt nor any of its
Affiliates, any persons acting on its behalf, nor the Company will
be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons).
By participating in the Placing, each Placee acknowledges to and
agrees with Peel Hunt for themselves and as agent for the Company
that, except in relation to the information obtained in this
announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB0001751915) following Admission will take place within the CREST
system, subject to certain exceptions. Peel Hunt reserves the right
to require settlement for and delivery of the Placing Shares to
Placees by such other means that they deem necessary, if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in this announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Peel Hunt and settlement instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Peel Hunt's receipt of payment in
full for such Placing Shares by the relevant time to be stated in
the written confirmation referred to above, or by such later time
and date as Peel Hunt and the Company may in their absolute
discretion determine, or otherwise in accordance with that
confirmation's terms.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Company or Peel Hunt
may sell (and both of them is irrevocably authorised by such Placee
to do so) all or any Placing Shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the
Company or, where applicable, Peel Hunt (a) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares, (b) any
amount required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of
such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company (and to Peel Hunt as
applicable) for the full amount of any losses and of any costs
which it may suffer or incur as a result of it (a) not receiving
payment in full for such Placing Shares by the required time,
and/or (b) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms actually obtained for such
sale by or for it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee 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 the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Peel Hunt nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1 represents and warrants that it has read and understood this
announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms of this announcement (including this Appendix);
2 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and that it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3 agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Peel Hunt, its Affiliates and any person
acting on their behalf 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 of the representations,
warranties, acknowledgements, agreements and undertakings in this
announcement and further agrees that the provisions of this
announcement shall survive after completion of the Placing;
4 acknowledges that neither Peel Hunt nor any of its Affiliates
nor any person acting on its behalf has provided, and will not
provide it with, any material or information regarding the Placing
Shares or the Company; nor has it requested that Peel Hunt nor any
of its Affiliates nor any person acting on its behalf to provide it
with any such material or information;
5 acknowledges that the content of this announcement is
exclusively the responsibility of the Company and that neither Peel
Hunt nor any of its Affiliates nor any person acting on its behalf
will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this announcement or any information previously
published by or on behalf of the Company and neither Peel Hunt nor
any of its Affiliates nor any person acting on its behalf will be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
to subscribe for Placing Shares is the information contained in
this announcement and any information previously published by or on
behalf of the company by notification to a Regulatory Information
Service, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and that it
has relied on its own investigation with respect to the Placing
Shares and the Company in connection with its decision to subscribe
for Placing Shares and acknowledges that it is not relying on any
investigation that Peel Hunt, any of its Affiliates or any person
acting on its behalf may have conducted with respect to the Placing
Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
6 acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for
Placing Shares, including the tax, legal and other economic
considerations, and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
7 represents and warrants that it has not relied on any
confidential price sensitive information concerning the Company in
making its investment decision to participate in the Placing;
8 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Peel Hunt, its Affiliates or any person acting on its or any of
its Affiliates behalf and understands that (i) neither Peel Hunt
nor any of its Affiliates nor any person acting on its behalf has
or shall have any liability for public information or any
representation; (ii) neither Peel Hunt nor any of its Affiliates,
nor any person acting on its behalf, has or shall have any
liability for any additional information that has otherwise been
made available to such Placee, whether at the date of this
announcement or otherwise; and (iii) neither Peel Hunt nor any of
its Affiliates, nor any person acting on its behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of this announcement or otherwise;
9 represents and warrants that (i) it is entitled to acquire
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in the Placing
in any territory; and (v) it has not taken any action which will or
may result in the Company, or Peel Hunt or any of its Affiliates or
any person acting on their behalf in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing.
10 represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act or in transactions exempt from or not
subject to the registration requirements of the Securities Act;
11 represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities
Act;
12 represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
13 represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of Peel
Hunt has been given to the offer or resale;
14 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
15 represents and warrants 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 it is permitted to do so
pursuant to section 21 of FSMA;
16 represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from, or otherwise
involving the United Kingdom;
17 represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the EU Market Abuse
Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the
Antiterrorism Crime and Security Act 2001, the Money Laundering
Regulations (2007) (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if it is 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;
18 if in the United Kingdom, represents and warrants that it is
a person falling within (a) Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO 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;
19 if in the United Kingdom, represents and warrants that it is
a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive;
20 represents and warrants that its participation in the Placing
would not give rise to an offer being required to be made by it or
any person with whom it is acting in concert pursuant to Rule 9 of
the City Code on Takeovers and Mergers; undertakes that it (and any
person acting on its behalf) will pay for the Placing Shares
acquired by it in accordance with this announcement on the due time
and date set out in this announcement or any trade confirmation
issued pursuant to this announcement against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may
be placed with other Placees or sold as either Peel Hunt or the
Company may, in their absolute discretion, determine and it will
remain liable for any shortfall of the net proceeds of such sale
below the Placing proceeds of such Placing Shares and may be
required to bear any costs, commissions, stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
21 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it
warrants that it has received such information within the marketing
soundings regime provided for in article 11 of Regulation (EU) No.
596/2014 on market abuse (as amended) and associated delegated
regulations and has not: (a) dealt in the securities of the
Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any
person, prior to the information being made publicly available;
22 acknowledges that neither Peel Hunt, nor any of its
Affiliates nor any person acting on its behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that neither Peel Hunt, nor any of its
Affiliates nor any person acting on its behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Peel Hunt's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
23 undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither Peel
Hunt nor the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe
this requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be issued to the CREST stock account of Peel
Hunt which will hold them as settlement agent as nominee for the
Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
24 acknowledges that it irrevocably appoints any member of Peel
Hunt 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;
25 represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
issued in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
26 represents and warrants that any person who confirms to Peel
Hunt on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Peel Hunt to notify the Placee's name
to the Company's registrar, has authority to do so on behalf of the
Placee;
27 acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Peel Hunt will be
responsible. If this is the case, the Placee should take its own
advice and notify Peel Hunt accordingly;
28 acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
announcement (including this Appendix);
29 acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Peel Hunt, any money held in
an account with Peel Hunt 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 relevant rules and regulations of the
FCA. 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 Peel Hunt money
in accordance with the client money rules and will be used by Peel
Hunt in the course of its business; and the Placee will rank only
as a general creditor of Peel Hunt;
30 acknowledges and understands that the Company, Peel Hunt and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
31 acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these terms and conditions;
32 acknowledges that the basis of allocation will be determined
by Peel Hunt in its absolute discretion in consultation with the
Company. The right is reserved to reject in whole or in part and/or
scale back any participation in the Placing;
33 irrevocably authorises the Company and Peel Hunt 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 in this announcement;
34 that its commitment to subscribe for Placing Shares on the
terms set out in this announcement will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing; and
35 its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation to thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Peel Hunt in any jurisdiction.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Peel Hunt (for its own benefit and, where relevant, the benefit
of its Affiliates) and any person acting on their behalf and are
irrevocable.
No claim shall be made against the Company, or Peel Hunt or its
Affiliates or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, charge or expense
which it may suffer or incur by reason of or arising from the
carrying out by it of the work to be done by it pursuant to this
announcement or the performance of its obligations pursuant to this
announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Peel Hunt will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Peel Hunt in the event that
either of the Company and/or Peel Hunt has incurred any such
liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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.
All times and dates in this announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Peel Hunt do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement. Each Placee
and any person acting on behalf of the Placee acknowledges and
agrees that Peel Hunt or any of its Affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares.
The rights and remedies of Peel Hunt 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 or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
either of Peel Hunt:
(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
END
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(END) Dow Jones Newswires
October 14, 2016 02:00 ET (06:00 GMT)