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Embargoed: 7.00 a.m. 21 March 2017
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) SHOULD BE READ IN ITS ENTIRETY.
HUNTERS PROPERTY PLC
("Hunters" or the "Company")
Acquisition of the franchising business and related assets of Besley Hill Franchising Limited
Placing of new Ordinary Shares to raise up to £1.32 million
Hunters Property PLC (AIM: HUNT), one of the UK's largest national sales and lettings agency and franchise businesses, announces the proposed acquisition of the franchising business and related assets of Besley Hill Franchising Limited, the Seller, for a total consideration of £2.5 million together with a placing of new Ordinary Shares to raise up to £1.32 million which will be used to finance part of the cost of the Acquisition.
Under the Acquisition Agreement, which was entered into today, the consideration for the Acquisition will be satisfied as to £2.25 million in cash, with the remaining £0.25 million being satisfied by the by the issue of 421,578 Consideration Shares at a price of 59.301 pence per share (being the average of the closing mid-market price of the Company's existing Ordinary Shares over the last completed working week before the Completion Date) to the Seller, which will be subject to a 12 month lock-in agreement.
Besley Hill is one of the leading Estate Agents in Bristol and Gloucestershire with a successful history dating back to the 1970s. It currently operates from 15 offices across four counties in the South West of England. All these branches will come into the Hunters' network through their franchise agreements.
The Directors believe that the Acquisition enhances Hunters' footprint in the South West, which is a geographically important area for the Group, in providing a platform that will allow the Group to expand further into an area where the Group has had limited historic representation.
The Acquisition will be funded by the Placing, as described below, and the drawing of up to £1 million against the Group's revolving credit facility at a variable interest rate of 2.8% over LIBOR.
In the year ended 31 March 2016, the assets being acquired from Besley Hill generated a profit before tax of £18,239 on turnover of £914,570. The Group will acquire the franchising business and related assets of Besley Hill, excluding cash and book debts. At 31 March 2016, the net assets of Besley Hill amounted to £344,238. If the audited accounts of Besley Hill were to be adjusted for the assets being acquired on a proforma basis for the 12 months to December 2016, the assets being acquired, including three branches operated by the existing management, who have committed their branches to the Hunters' network under new franchise agreements, would have then produced revenue of approximately £340,000 and EBITDA of around £290,000.
Completion of the Acquisition is conditional only upon the Company receiving net proceeds of Placing in a minimum amount of £1.3 million.
Following the geographic acquisitions of the franchising arm of Countrywide in 2011, Hunters in the Midlands in 2014 and the Country Properties franchising network in 2015, this acquisition, again of a franchise network (of 15 branches), significantly enhances the Group's presence into the South West region and increases the total number of branches operated by the brings the Group to 202 (2016: 186).
The Acquisition is expected to be earnings enhancing in the current financial year.
The Placing will comprise the issue of up to 2,400,000 new Ordinary Shares at the Placing Price of 55 pence per share to raise up to £1.32 million. The Company has entered into the Placing Agreement today with SPARK and Dowgate Capital, under which the Company has appointed Dowgate Capital to use its reasonable endeavours, as agent for the Company, to procure subscribers for Placing Shares at the Placing Price.
Dowgate Capital will today commence an accelerated bookbuild in accordance with the terms and conditions set out in the Appendix. The book will open with immediate effect. The accelerated bookbuild is expected to close today, although the timing of the closing of the book and allocations is at the discretion of Dowgate Capital. Details of the number of Placing Shares to be subscribed for in the Placing will be announced as soon as practicable after the close of the accelerated bookbuild. The accelerated bookbuild is not being underwritten by Dowgate Capital.
Under the terms of the Placing Agreement, the Company (i) will pay to Dowgate Capital a commission relating to the placing of the Placing Shares conditional upon Admission; and (ii) gives customary warranties, undertakings and indemnities to Dowgate Capital and SPARK. The Placing Agreement may be terminated by Dowgate Capital at its discretion at any time prior to Admission in certain circumstances, including amongst others, if the Company fails to comply with its material obligations under the Placing Agreement, any of the warranties are found to be untrue, inaccurate or misleading in any material respect or any material adverse event occurs.
The Placing Shares and the Consideration Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
Application has been made to the London Stock Exchange for the admission of the Placing Shares and the Consideration Shares to trading on AIM. Admission is expected to take place on or around 8.00 a.m. on 23 March 2017.
Glynis Frew, Chief Executive of Hunters, said:
"We are delighted that Besley Hill has agreed to join our network which will strengthen our reach in the Bristol and surrounding areas and help us to grow and develop in and across the South West of the United Kingdom. We are pleased to have secured the ongoing commitment of management who have in turn signed up under new franchise agreements with us with their three branches.
The deal will be earnings enhancing in the first full year following completion of the acquisition and we look forward to working with the Besley Hill network to grow these branches as well as geographically in and around that area as part of our strategy in becoming the nation's favourite estate agent".
We are expecting, as we announced in December, to be ahead of market expectations for 2016, having opened a further 30 branches whilst maintaining our critical customer service rating at 96% (2015; 96%) as against the national average of 73 (Source: 2015 survey by The Property Academy)
The Group had a strong finish to 2016 having grown Network Income (the aggregate of sales and lettings revenue from each branch in the network) by 17% to £35.4 million (2015: £30.2 million). This was driven as follows - from the Hunters Midlands branches that grew this year by 10%; from the Group benefiting from the full year equivalent of the 32 branches (including 23 conversions of existing businesses) we opened in 2015; from the 30 new opened branches (including 20 existing independent businesses) we opened during 2016; and from the average income per branch rising 7.2% (2015: 5.6%).
The Country Properties network (in the Hertfordshire and Cambridgeshire areas) was slightly ahead of expectations in its first full year's contribution and the contribution from our 2011 acquisition of the Countrywide franchise network is up 54% from where it was trading before it joined. Network Income has risen at a compound annual growth rate of 26% (2015: 27%) since 2008. Those who have joined the network and who have been with Hunters now for two full calendar years have on average increased their revenue by 41%.
We finished 2016 at 186 branches (2015: 170). We have added 123 branches in the three years to December 2016, including converting 67 existing businesses, setting on 26 cold start branches and supplemented this growth with 30 branches (including the Country Properties network of 23 branches) having been acquired.
We retain a debt facility of up to £6 million. Net debt as at the end of December 2016 stood at £1.3 million (2015: £1.2 million).
This financial year has started well and is proceeding in accordance with the Board's' expectations and is, as we expected, likely to be weighted more towards the second half of the year. New instructions this year to date are up 8% against the same period last year which, with our branch development strategy, should underpin the Board's' expectations for the second half of the year.
The Board has adopted a progressive dividend policy and is proposing a final dividend of 1.30 pence per share, which the Placing Shares and the Consideration Shares will be entitled to receive. Together with the interim dividend of 0.60 pence per share, the aggregate dividend per share for 2016 will be 1.90 pence (2015: 1.50 pence), an increase of 27%. This proposed dividend would be subject to shareholder approval at the Company's AGM in May 2017 and will be paid by 31 May 2017 to shareholders on the register on 28 April 2017.
For further information please contact:
Hunters Property PLC
Glynis Frew, Chief Executive Officer
Ed Jones, Chief Financial Officer
01904 756 197
SPARK Advisory Partners Limited (Nominated Adviser)
020 3368 3551
Dowgate Capital Stockbrokers Limited (Broker)
0203 903 7715
Smithfield Consultants (Financial PR)
020 7360 4900
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, OR TO PERSONS IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE; AND IN THE UNITED KINGDOM AT INVESTORS 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) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FSMA. THE ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges to the Company and Dowgate Capital that:
1. it is a Relevant Person (as defined above) and undertakes that, unless it is a Retail Client) it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. 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 have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Dowgate Capital 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;
3. it is:
(a) not (i) in the United States and (ii) acting for the account or benefit of a person in the United States;
(b) a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or
(c) otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa.
The Company and Dowgate Capital will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended.
No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance or the South African Reserve Bank in relation to the Placing or the Shares. Accordingly, subject to certain exceptions, the Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or offered or sold to a resident of Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given and references to "it" include references to "he", "she", "him" and "her" and references to "its" include references to "his" and "her", in each case as the context may require.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with SPARK and Dowgate Capital. Pursuant to the Placing Agreement, Dowgate Capital has, subject to the terms set out in it, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by Dowgate Capital or any other person.
The accelerated bookbuild will establish the number of Placing Shares to be issued at the Placing Price which will be agreed between Dowgate Capital and the Company and will be announced on a Regulatory Information Service following completion of the accelerated book build.
The Placing Shares will, when issued be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing 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 has been made to AIM for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective on or around 8.00 a.m. on 23 March 2017 and that dealings in the Placing Shares, and the Consideration Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Dowgate Capital (whether through itself or any of its affiliates) is arranging the Placing as broker to the Company and has agreed to use reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Dowgate Capital. Dowgate Capital and its affiliates may participate in the Placing as principal(s).
2. Each Placee which confirms its agreement to Dowgate Capital (whether orally or by email) to subscribe for Placing Shares hereby agrees with Dowgate Capital that it will be bound by these terms and conditions and will be deemed to have irrevocably accepted them.
3. A bid for Placing Shares which has been communicated by a prospective Placee to Dowgate Capital and which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation following the publication of this Announcement without the consent of Dowgate Capital.
4. Each Placee's allocation will be confirmed to Placees orally or by email by Dowgate Capital, and a trade confirmation or contract note will be despatched as soon as practicable thereafter. The confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Dowgate Capital and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on these terms and conditions and in accordance with the Company's Articles of Association.
5. Subject to paragraph 4 above, Dowgate Capital may choose to accept or reject bids for Placing Shares, either in whole or in part, on the basis of allocations determined at its discretion (in consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. Dowgate Capital may also, notwithstanding paragraph 4, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the accelerated bookbuild has closed to any person submitting a bid after that time.
6. A bid in the accelerated bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Dowgate Capital, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to pay to Dowgate Capital (or as Dowgate Capital may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to Dowgate Capital.
7. Except as required by law or regulation, no press release or other announcement will be made by Dowgate Capital 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.
8. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
9. All obligations of Dowgate under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, 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. Each Placee's obligations will be owed to the Company and to Dowgate Capital. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Dowgate Capital as agent of the Company, to pay to Dowgate Capital 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. Dowgate Capital will procure the allotment of the Placing Shares to each Placee.
11. To the fullest extent permissible by law, none of Dowgate Capital, any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).
12. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Dowgate Capital shall have no liability to the Placees for the failure of the Company to fulfil those obligations. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
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 Dowgate Capital under the Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(b) the Acquisition Agreement not having been terminated or, without the prior written consent of Spark and Dowgate Capital, varied or amended;
(c) the Placing Agreement not having been terminated in accordance with its terms; and
(d) Admission occurring not later than 8.00 a.m. on 23 March 2017 or such later time as Dowgate Capital may agree in writing with the Company.
If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Dowgate Capital), 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. None of Dowgate Capital, the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
Dowgate Capital may, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of Dowgate Capital that any of the warranties in the Placing Agreement was untrue or inaccurate in any respect which Dowgate Capital considers to be material; or
(b) it comes to the notice of Dowgate Capital that any statement contained in this Announcement is or has become untrue, incorrect or misleading in any respect or is misleading or that any matter has arisen which would, if the Placing were made at that time, constitute an inaccuracy or omission therefrom and which Dowgate Capital considers (acting in good faith) to be material; or
(c) it comes to the notice of Dowgate Capital that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company; or
(d) the Company shall fail to comply, in any material respect with any of its obligations under the Placing Agreement; or
(e) there has occurred a force majeure event which would make it inadvisable or impracticable to proceed with the placing or any material adverse change has occurred in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of Dowgate Capital, would materially prejudice the success of the Placing.
By participating in the Placing, each Placee agrees with Dowgate Capital that the exercise by Dowgate Capital of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Dowgate Capital without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Dowgate Capital 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 (in accordance with the Prospectus Directive) 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 (as defined in the AIM Rules). 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 Dowgate Capital and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Dowgate Capital (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of Dowgate Capital any of its respective Affiliates, any persons acting on their 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 Dowgate Capital for itself and as agent for the Company that, except in relation to the information contained 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 GB00BYMW5L71) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Dowgate Capital 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 Dowgate Capital and settlement instructions. It is expected that such trade confirmation will be despatched on 21 March 2017 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Dowgate Capital.
It is expected that settlement will be on 24 March 2017 on a Delivery Versus Payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Dowgate Capital.
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, Dowgate Capital may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Dowgate Capital's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or PTM Levy (as defined in the City Code on Takeovers and Mergers) 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, 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 PTM Levy, 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 Dowgate Capital 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 receiving this Announcement, each Placee and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of a Placee or authorising Dowgate Capital to notify a Placee's name to the Company's registrar, Neville Registrars Limited (in this Appendix, the "Registrar"), is deemed to acknowledge, agree, undertake, represent and warrant to each of Dowgate Capital, SPARK, the Registrar and the Company that:
(a) the Placee has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Placee agrees that these terms and conditions and the contract note issued by Dowgate Capital to such Placee represent the whole and only agreement between the Placee, Dowgate Capital and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, Dowgate Capital nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(b) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;
(c) this Announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SPARK or Dowgate Capital or any of their respective directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information previously published by or on behalf of the Company or any member of the Group or made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor or for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise is expressly disclaimed;
(d) the Placee has not relied on SPARK or Dowgate Capital or any person affiliated with either SPARK or Dowgate Capital in connection with any investigation of the accuracy of any information contained in this Announcement or their investment decision;
(e) in agreeing to acquire Placing Shares under the Placing, the Placee is relying on this Announcement and not on any other information or representation concerning the Group, the Placing or the Placing Shares. Such Placee agrees that neither the Company nor SPARK nor Dowgate Capital nor their respective officers, directors, employees or affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(f) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Dowgate Capital nor SPARK nor any of their respective officers, directors, employees or affiliates shall be liable to a Placee for any matter arising out of the role of SPARK as the Company's nominated adviser and Dowgate Capital as the Company's broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against SPARK and Dowgate Capital and any of their respective directors and employees which a Placee may have in respect thereof;
(g) the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;
(h) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;
(i) it understands that no action has been or will be taken in any jurisdiction by the Company, SPARK or Dowgate Capital or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if the Placee is in a member state of the European Economic Area which has implemented the Prospectus Directive ("Relevant Member State"), it is (i) 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; (ii) a legal entity which has two or more of (a) a total balance sheet of more than €20,000,000; (b) an annual net turnover of more than €40,000,000; or (c) own funds in excess of €2,000,000; in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Placing Shares acquired by a Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive either:
(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 placing or resale to, persons in any Relevant Member State other than Relevant Persons or in circumstances in which the prior consent of Dowgate Capital has been given to the placing or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Relevant Persons, the placing of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
(j) to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;
(k) the Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;
(l) the Placee is not a person located in the United States and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S of the Securities Act and the Placing Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S of the Securities Act;
(m) it is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
(n) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the U.S. Securities and Exchange Commission or with any state securities administrator;
(o) the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;
(p) the Placee invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;
(q) the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;
(r) the Placee or, where the Placee is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;
(s) there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisers with respect thereto as it deems necessary or appropriate;
(t) the Placee is not a resident of the United States, Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;
(u) the Placee is 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 it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;
(v) in the case of a person who confirms to Dowgate Capital on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises Dowgate Capital to notify such Placee's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Placee;
(w) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering 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 Money Laundering Regulations 2007 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at Dowgate Capital's discretion;
(x) the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Dowgate Capital and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Dowgate Capital and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Dowgate Capital and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
(y) the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);
(z) the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;
(aa) the Placee is a Relevant Person and is not participating in the Placing on behalf of persons in the European Economic Area other than Relevant Persons;
(bb) in the case of a person who confirms to Dowgate Capital on behalf of a Placee an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;
(cc) neither Dowgate Capital nor SPARK is making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is neither SPARK's nor Dowgate Capital's client in connection with the Placing and Dowgate Capital will not be responsible to any Placee for providing the protections afforded to SPARK's and to Dowgate Capital's clients or providing advice in relation to the Placing and neither SPARK nor Dowgate Capital will have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;
(dd) the exercise by SPARK and/or Dowgate Capital of any rights or discretions under the Placing Agreement shall be within their respective absolute discretions and neither SPARK nor Dowgate Capital need have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against SPARK or Dowgate Capital or its directors or employees under the Placing Agreement;
(ee) the Placee's commitment to acquire Placing Shares on the terms set out herein 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;
(ff) it irrevocably appoints any director of Dowgate Capital as its agent for the purposes of executing and delivering to the Company and/or the Registrar 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 and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do; and
(gg) it will indemnify and hold the Company, SPARK and Dowgate Capital and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix will survive after completion of the Placing. The Company, SPARK and Dowgate Capital will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
Supply and disclosure of information
If any of Dowgate Capital, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.
The rights and remedies of Dowgate Capital, the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
On application, each Placee may be asked to disclose, in writing or orally to Dowgate Capital:
(a) if he is an individual, his nationality; or
(b) if it is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Dowgate Capital. Each Placee agrees to be bound by the Articles once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by SPARK and/or Dowgate Capital. The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of SPARK, Dowgate Capital, the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in this Appendix are to each of such Placees and such joint Placees' liability is joint and several. All times and dates in this Appendix are subject to amendment and Dowgate Capital and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.
The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above.
Definitions used in this Announcement
"Acquisition": the acquisition by HFL of the franchising business and related assets of Besley Hill;
"Acquisition Agreement": the conditional agreement dated 21 March 2017 between (1) the Seller, (2) HFL and (3) Adam James Offer and Allison Jayne Firks-Matthews (as guarantors of the Seller's obligations) relating to the Acquisition;
"Admission": means admission of the Consideration Shares and the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"AIM": the market of that name operated by the London Stock Exchange;
"AIM Rules": the AIM Rules for Companies;
"this Announcement": this document, including the Appendix;
"Appendix": the appendix to this Announcement;
"Besley Hill" or "Seller": Besley Hill Franchising Limited;
"Board" or the "Directors": the directors of the Company;
"Business Day": a day (excluding Saturdays, Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of business;
"certificated": or "in certificated form" where a security is not held in uncertificated form (i.e. not in CREST);
"Company" or "Hunters": Hunters Property PLC;
"Consideration Shares": means the 421,578 new Ordinary Shares to be issued to the Seller as part consideration for the sale by it of its franchising business and related assets pursuant to and in accordance with the terms of the Acquisition Agreement;
"CREST": the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Regulations": the Uncertificated Securities Regulations 2001 (SI 2001/3755);
"Directors": the directors of the Company;
"Euroclear": Euroclear UK & Ireland Limited, the operator of CREST;
"FCA": the Financial Conduct Authority of the United Kingdom;
"FSMA": the Financial Services and Markets Act 2000 (as amended);
"HFL": Hunters Franchising Limited, a wholly owned subsidiary of Hunters;
"Group": the Company and its subsidiary undertakings;
"London Stock Exchange": London Stock Exchange plc;
"Dowgate Capital": Dowgate Capital Stockbrokers Limited, registered in England and Wales with number 02474423, whose registered office is at Talisman House, Jubilee Walk, Three Bridges, Crawley, West Sussex RH10 1LQ;
"Ordinary Shares": ordinary shares of 4 pence each in the capital of the Company;
"Placees": the placees procured by Dowgate Capital pursuant to the Placing Agreement who agree to subscribe for the Placing Shares;
"Placing" the placing of Placing Shares as described in this Announcement;
"Placing Agreement": the agreement relating to the Placing dated 21 March 2017 between the Company, SPARK and Dowgate Capital;
"Placing Price": 55 pence per Placing Share;
"Placing Shares": up to 2,400,000 new Ordinary Shares to be issued pursuant to the Placing;
"Prospectus Directive": the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
"Regulation S": Regulation S under the Securities Act;
"Retail Client": a retail client for the purposes of MiFID (The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC));
"Securities Act": the US Securities Act of 1933, as amended;
"SPARK": SPARK Advisory Partners Limited, registered in England and Wales with No. 03191370, whose registered office is at 5 St. John's Lane, London, EC1M 4BH;
"uncertificated" or "in uncertificated form": recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK": the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US": the United States of America, its territories and possessions and the District of Columbia.
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