|Go to market news section|
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
("fastjet", the "Company" or the "Group")
29 September 2017
TRANSACTIONS INCREASE EQUITY BY UP TO US$50 MILLION
BRAND LICENCE AGREEMENTS ENABLING EXPANSION OF FASTJET BRAND INTO SOUTH AFRICA AND MOZAMBIQUE
AGREEMENT IN PRINCIPLE FOR THE LEASE OF THREE ATR 72-600 AIRCRAFT WITH AN OPTION TO PURCHASE TO SUPPORT GROWTH ACROSS EXISTING MARKETS AND ENTRY INTO SOUTH AFRICA AND MOZAMBIQUE
· The Stabilisation Plan that commenced late last year has been successfully executed with the Company on track to reach its target of cashflow breakeven in Q4 2017.
· The Company has made material progress in the past 12 months placing the business on a substantially more stable platform
o Increased revenue and decreased costs;
o Monthly profitability has been achieved by Tanzanian operations; and
o The Company has had its first cash-flow positive month in Zimbabwe in August 2017.
· fastjet has phased out all expatriate staff, concluded the closure of its Gatwick head office and successfully migrated the Head Office from the UK to South Africa.
· As a result, fastjet today announces a proposed fundraising to support its growth initiatives by way of an accelerated book build and a subscription to raise gross cash proceeds of not less than US$44m, which is strongly supported by the Company's major institutional shareholders, including Solenta Aviation Holdings Limited ("SAHL") who will increase their holding and become a 29.9% shareholder in fastjet post the fundraising.
· As part of its growth initiatives the Company will enter into a number of agreements to expand into South Africa and Mozambique
o Brand licence agreement with Federal Airlines (Pty) Ltd ("Fedair"), an established profitable airline with a fleet of four owned aircraft, operating 17 aircraft and with a South African air operator's certificate ("AOC"); and
o Brand Licence Agreement with Solenta Aviation Mozambique Ltd ("SAM"), a business currently operating charter services in the Oil and Gas industry within the country and utilising its existing AOC in Mozambique for the launch of fastjet Mozambique.
· fastjet will also enter into an additional agreement giving it access to three ATR 72-600 aircraft for 10 years equipping fastjet with the appropriate aircraft to benefit from these new market opportunities.
· As part of its expansion plans, the Board has also decided it intends to evaluate a dual listing of the Company on the AltX market of the Johannesburg Stock Exchange in the next 12 months.
· The fundraising together with the new agreements will allow fastjet to expand its brand network to now cover South Africa, Mozambique, Zimbabwe, Tanzania and Zambia as well as diversify revenue streams and lay the foundations for future profitable growth in a major step forward in fastjet's long term ambition to become the leading pan African low cost airline.
Details of the transactions:
a) Brand Licence Agreement with Fedair, an established profitable airline with a South African AOC:
· Fedair is a business with a fleet of four owned aircraft; operating 17 aircraft;
· It is the market leader of air services to the South African safari industry with 16 routes;
· Agreement allows fastjet to receive royalty income from Fedair's future revenues after Admission (as defined below);
· Enables expansion of the fastjet brand across the existing Fedair network of destinations including Zimbabwe, South Africa and Mozambique;
· Provides a regulatory-compliant growth platform for route expansion under the fastjet brand within South Africa;
· fastjet aims to stimulate demand and gain share on certain routes as well as adding 10 destinations to fastjet's own route network; and
· Operations are expected to commence in Q4 2017/Q1 2018.
b) Brand Licence Agreement with SAM utilising its existing AOC for the launch of fastjet Mozambique:
· SAM currently operates charter services in the Oil and Gas industry within the country;
· SAM's existing AOC allows for immediate and low cost entry into the Mozambique market and the opportunity for local overhead cost sharing; and
· Operations are expected to commence in October 2017.
c) Letter of Intent relating to the lease of three ATR 72-600 aircraft, with an option to purchase ("ATR LOI"), with Abric Leasing Limited ("ACIA"), a company forming part of the ACIA Aero Capital group of companies, equips fastjet with the appropriate aircraft to successfully implement its growth plans:
· entitles fastjet to the use of three ATR 72-600 aircraft for 10 years;
· the ATR72 has been identified as suitable aircraft type matching capacity to demand; and
· the three aircraft are to be deployed over the next six months in South Africa, Tanzania and/or Mozambique.
d) fastjet also announces:
· a proposed fundraising (the "Fundraising"), to fund its growth plans and its aircraft and licencing costs, comprising:
i. a placing by way of an accelerated book build to raise gross cash proceeds of not less than US$28.0m (the "Placing") at a price of 20 pence per share (the "Placing Price"); and
ii. a subscription by Solenta Aviation Holdings Limited, who has agreed to subscribe for 60,634,329 shares at the Placing Price ("Solenta Subscription Shares") for proceeds of US$16.2m and will increase their holding to become a 29.9% shareholder in fastjet following the completion of the proposed Fundraising ("Solenta Subscription").
e) Placing Price of 20 pence per share is a 6.98% discount to the closing price of the Company on 28 September 2017. The expected total number of new shares multiplied by the Placing Price of 20 pence per share increases the equity value of the Company by up to US$50.0m.
f) The board of directors of the Company ("Board") believes these various agreements and the Fundraising will:
· provide fastjet with the necessary infrastructure, geographical presence and aircraft to move into growth post the successful implementation of its "Stabilisation Plan" and reaching cash flow break even;
· further improve the cash profile of the business;
· provide a viable strategy for fastjet's entry and growth into the South African and Mozambique markets; and
· provide further working capital to strengthen the business in its growth ambitions and provide the flexibility to pursue new strategic opportunities as they arise.
g) Announcement of Company's intention to create an employee share incentive plan representing less than 5% of the enlarged issued share capital post Fundraising. The share incentive plan is designed to fully align the medium to long-term interest of the new constituted management team with that of shareholders, and the Board will seek appropriate external advice before implementing the plan. The Company has established an employee benefit trust (the "EBT") that will subscribe for shares ("EBT Subscription Shares") at the par value of 1 pence per share ("EBT Subscription"), such shares to be used in connection with the incentive plan.
Nico Bezuidenhout, CEO, commented:
"fastjet has made substantial progress in implementing the Stabilisation Plan launched when I joined the business and this is evident in the H1 2017 results we have announced today. With a newly reconstituted management team, who collectively have substantial African and global aviation experience, and the building blocks of brand ownership and regulatory compliant access into growth markets in place, I have every confidence that fastjet will continue to successfully compete in a continent expected to contain seven of the world's ten fastest growing aviation economies over the next two decades. The announcements made today, which will see fastjet expand our network of destinations to cover South Africa, Mozambique, Zimbabwe, Tanzania and Zambia, will not only diversify our revenue streams and cement our East and Southern African position but will also lay the foundation for fastjet's future growth as we seek to expand our African footprint and realise our pan-African ambitions"
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation (EU) No.596/2014.
Expected timetable of principal events
Circular sent to Shareholders convening the General meeting
2 October 2017
Latest time and date for receipt of Forms of Proxy for the General Meeting
16 October 2017 at 10.00 a.m.
Date and time of General Meeting
18 October 2017 at 10.00 a.m.
Admission ("Admission") and commencement of dealings in the Solenta Subscription Shares, EBT Subscription Shares and Placing Shares (together, the "New Shares")
19 October 2017
CREST accounts credited with New Shares
19 October 2017
The times and dates set out in the table above and mentioned throughout this announcement are indicative only and may be adjusted by the Company (in consultation with Liberum Capital Limited) with any amendments to the expected timings announced via a regulatory information service.
For more information, contact:
Tel: +27 (0) 10 070 5151
Nico Bezuidenhout, Chief Executive Officer
Michael Muller, Chief Financial Officer
UK media - Citigate Dewe Rogerson
Tel: +44 (0) 20 7638 9571
Angharad Couch, Eleni Menikou, Toby Moore, Nick Hayns
South African media - Hein Kaiser
Tel: +27 (0) 82 520 0555
For investor enquiries please contact:
Liberum Capital Limited - Nominated Adviser and Broker
Tel: +44 (0) 20 3100 2222
Clayton Bush, Jill Li, Neil Elliot
NOTES TO EDITORS
About Fastjet Plc
fastjet is a multi-award winning (including Skytrax World Airline Awards Best Low-Cost Airline in Africa 2017) low-cost African airline for everyone. It began flight operations in Tanzania in November 2012, flying passengers from Dar es Salaam to just two domestic destinations - Kilimanjaro and Mwanza. Today, fastjet's route network includes Tanzanian domestic routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and Mwanza, and international routes from Tanzania to Lusaka in Zambia and Harare in Zimbabwe. fastjet also began flight operations from its Zimbabwe base in October 2015, and now flies domestically from Harare to Victoria Falls, Harare to Dar es Salaam and internationally from both Harare and Victoria Falls to Johannesburg in South Africa. The airline has flown over 2.5 million passengers with an impressive aggregate 94% on-time performance, establishing itself as a punctual, reliable, and affordable low-cost carrier.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum Capital Limited or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Liberum Capital Limited, 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 its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital Limited to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
The GBP/USD exchange used in respect of the Placing and Solenta Subscription Letters is 1/1.34. The USD/ZAR exchange used in respect of the relevant information below is 1/13.5.
Background and rationale for the transactions
fastjet today announced its H1 2017 results, reflecting a c.46% reduction in cost, a c.33% increase in unit revenue and a c.57% reduction in net losses, with the Company achieving its H1 budgeted after-tax target. The Company's total assets increased by c.US$30m whilst total liabilities decreased by c.US$10m over the course of H1 2017. fastjet's core operations in Tanzania, accounting for c.80% of turnover, has now achieved monthly profitability pre inter-company cost, whilst the relatively newer operations in Zimbabwe achieved its first cash-flow-positive month in August 2017.
The Company has made material progress in addressing legacy matters, having secured agreement with the aircraft lessor of the one remaining A319 aircraft for an early return of the aircraft in November 2017, representing the conclusion of the Company's change in fleet to smaller aircraft, an important component of the Stabilisation Plan launched by fastjet's new management late in 2016.
Additionally, the Company has phased out all expatriate staff, concluded the closure of its Gatwick head-office and, as at 30 September 2017, is expected to have effected the final payments in accordance with the termination agreements reached with the previous executive management team.
These measures, have placed the business on a substantially more stable platform and underpins the Board's continued expectation of achieving break-even for Q4 2017.
The strategic steps taken in H1 2017 in acquiring control of the Company's fastjet brand and gaining access to AOCs in important countries through the Solenta group relationship, as well as securing access to fit-for-purpose aircraft capacity, combined with fastjet's improved financial footing, positions the business for sustainable growth.
In terms of the current fleet, the Company has two EMB 145 aircraft (50 seats) deployed in Zimbabwe and one planned in Mozambique. In addition, two E190 aircraft (108 seats) are on track to be deployed in Tanzania in Q4 2017. The three new ATR's (70 seats) that have been described earlier in this announcement are expected to be deployed over the next six months in South Africa, Tanzania and Mozambique under the operating lease arrangements to be entered into pursuant to the ATR LOI. As part of its Stabilisation Plan, the Company is phasing out its remaining A319 aircraft which is due to be returned in November 2017.
As previously announced, now that the Stabilisation Plan has been implemented, the Company intends to expand its prospects into new markets, firstly to Mozambique and then South Africa. South Africa is strategically important to fastjet given the relative size of the South African aviation market (c.13 million domestic passengers per annum) as well as the existence of strong trade and tourism flows with the existing fastjet markets of Zimbabwe and Tanzania, whereas Mozambique geographically borders South Africa, Zimbabwe and Tanzania and represents strong growth potential based on vast oil and gas reserves. West Africa offers further growth opportunities with Gabon representing a potential future opportunity and is likely to serve prominently in fastjet's West African market entry, planned for early 2019.
As part of its expansion plans, the Board has also decided that it intends to evaluate a dual listing of the Company on the AltX Market of the Johannesburg Stock Exchange in the next 12 months.
South Africa and Fedair
fastjet announces that it has entered into a Brand Licence Agreement with Fedair (the "SA Brand Licence Agreement") pursuant to which Fedair will apply its Domestic and International Air Services licences applicable to its existing operations within South Africa under the fastjet brand, or a derivative thereof. The SA Brand Licence Agreement provides for a royalty income from Fedair's revenues received after Admission, an expansion of the fastjet brand across the existing Fedair network of 10 destinations as well as a regulatory-compliant growth platform for route expansion under the fastjet brand within South Africa. Under the terms of the SA Brand Licence, the Company has the right to appoint one director to the board of Fedair.
Fedair has been in existence since 1998 and as a market leader in the South African air Safari Industry provides flights between Johannesburg's OR Tambo International Airport and the Kruger National Park and surrounding game lodges as well as charter services between Johannesburg and Cape Town, Port Elizabeth and Durban on a fleet of 17 aircraft (four of which are owned), generating ZAR206m (c.US$15.3m) in revenue, ZAR57m (c.US$4.2m) in gross profit and ZAR20.5m (c.US$1.5m) during the financial year ended 31 December 2016. The US$ figures are calculated using a US$/ZAR exchange rate of 1/13.5 as at the date of this announcement.
Fedair holds valid licences to provide domestic and international, scheduled and unscheduled air services in South Africa. The positive cashflows from the existing Fedair business, its net assets of ZAR62m (c.US$4.6m) in the financial year ended 31 December 2016, areas of operational synergies with fastjet's existing business and its established network comprising 10 tourism and business destinations provides a viable South African market brand entry for fastjet and a platform from which to grow through adding more destinations within this country.
Mozambique and SAM
fastjet announces that it has entered into a Brand Licence Agreement with SAM (the "MZ Brand Licence Agreement") pursuant to which SAM will apply its Domestic Air Services licences applicable to its existing operations within Mozambique under the fastjet brand, or a derivative thereof. Through this, the Company announces the launch of operations in Mozambique by means of its strategic relationship with SAM and its ability to expand its existing AOC within this country.
The Government of Mozambique has licenced three airlines to provide Domestic and International Air services in Mozambique, one of which is SAM, who currently operate charter services to the Oil and Gas Industry within the country. The Company intends to use SAM's AOC in Mozambique to establish the fastjet brand on domestic routes, given the ongoing capacity reduction of LAM, the country's national carrier. fastjet operations in Mozambique are set to commence in October 2017, providing fastjet with the opportunity to scale up operations in country with minimal set up costs.
SAHL, the main shareholder of Fedair and SAM, has entered into a restraint of trade agreement ("RTA") in favour of fastjet pursuant to which SAHL covenants that it will not (whether by itself, a connected person, subsidiary or affiliate), for a period of 5 years from the date of the RTA, carry on or be engaged or interested in the carriage of passengers by air and/or any business which would be in competition with the Company's in the Republic of South Africa, Tanzania, Zimbabwe and Mozambique. Consideration for the RTA amounts to US$11.0m payable in cash for the mentioned territories.
Parrot Aviation Proprietary Limited ("Parrot"), a joint venture company in which the Company has a 25% equity interest and Rashid Wally, the Company's Chairman, has a 75% equity interest, has entered into a call option agreement (the "Option") with the shareholders of Fedair which grants Parrot the option to call for the shares in Fedair at any time or to subscribe for the share capital of Fedair to the maximum extent permissible under South African Aviation Legislation, subject to the necessary approvals from relevant governing authorities or regulators as and when appropriate. The Option, when exercised, will result in the payment of up to US$4.0m in cash, dependent on the net assets of Fedair as at the date of exercise of the Option. The shareholders of Parrot have entered into a shareholders' agreement to regulate their relationship as shareholders of Parrot and matters incidental thereto.
A Loan Agreement, which shall take effect on Admission, has been entered into by Parrot and Fedair under which Parrot shall lend ZAR90.0m to Fedair for the purposes of expanding the fastjet brand within South Africa and funding its working capital and liquidity requirements (or any other purpose agreed between the parties). The loan agreement contains certain reserved matters to protect the interests of Parrot, as well as the right for Parrot to appoint two directors to the board of Fedair. In addition, the shareholders of Fedair have given certain non-compete and non-solicitation covenants for a period of five years, within the jurisdiction of the Republic of South Africa. The loan will be secured by share pledges from the shareholders of Fedair.
Pursuant to two subscription letters ("Solenta Subscription Letters") from SAHL to the Company, SAHL has applied to subscribe for new Ordinary Shares at the Placing Price for an aggregate subscription price of c.US$16.2m ("Solenta Subscription Shares"). The subscriptions are conditional, inter alia, upon Admission and will result in SAHL becoming a c.29.9% shareholder in fastjet post-Admission.
The Company also announces a letter of intent with ACIA, a member of the ACIA Aero Capital group of companies pursuant to which fastjet (or any of its subsidiaries) will acquire the beneficial use of three ATR 72-600 aircraft for deployment within South Africa, Tanzania, Mozambique and/or Zimbabwe. With the expansion into the new markets, these aircraft will assist fastjet in equipping itself with the appropriate aircraft capacity. The 70 seater ATR planes, which are turbo props, accommodate shorter runways and deliver better fuel efficiency and per seat passenger costs, on sub 1 hour route flights.
The ATR LOI is based on an aggregate asset valuation of the three ATR72-600 aircrafts of US$43.5m and includes a purchase option against the payment of c.US$11.0m in cash representing the equity portion of the three aircraft, payable on agreed payment terms to ACIA. On exercise of the option, the Company will, subject to the approval of the principle debt-holder on the aircraft, assume the outstanding debt finance obligations of ACIA in respect of the aircraft. The ATR LOI is conditional, inter alia, on (1) the entry by the parties into a legally binding master aircraft lease agreement and supplemental lease agreement to record the full terms of the transaction and (2) Admission.
Employee share incentive scheme
The Company announces its intention to create an employee share incentive plan designed to fully align the medium to long-term interest of the newly constituted management team with that of shareholders. The Company has established an EBT that will subscribe for new ordinary shares at the par value of 1 pence per share. The EBT Subscription Shares, once issued, will represent less than 5% of the enlarged issued share capital post Fundraising, and such shares will be used in connection with the incentive plan.
The Fundraising is conditional upon, inter alia, the approval by shareholders at the General Meeting of the Authorising Resolution (as defined below) and Admission occurring.
The Company will shortly be publishing a circular (the "Circular") in connection with the Fundraising and will be convening the General Meeting to approve certain matters necessary to implement the Fundraising (the "Authorising Resolution").
If Shareholder approval of the Authorising Resolution is not passed, the Fundraising will not proceed and the Company is at risk of not being able to continue trading as a going concern. Under such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Company. Accordingly, the Directors believe that the successful completion of the Fundraising represents the best option available to the Company.
The Company has entered into a placing agreement (the "Placing Agreement") with Liberum Capital Limited ("Liberum") on customary terms and conditions pursuant to which Liberum has conditionally agreed, as agent for the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is being conducted by way of an Accelerated Book Build led by Liberum as sole bookrunner ("Bookrunner"). Liberum has the discretion to elect to receive some or all of its professional fees pursuant to the Fundraising in the form of new ordinary shares in the Company at the Placing Price.
The books for the Accelerated Book Build will open with immediate effect. The books are expected to close no later than 4.00 pm (London) today. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's sole discretion. The Appendix to this Announcement contains the detailed terms and conditions of the Accelerated Book Build. The Fundraising is not being underwritten by Liberum or any other person. Details of the number of Placing Shares conditionally placed with institutional and other investors pursuant to the Placing and gross proceeds will be announced as soon as practicable after the close of the book building process.
Qualifying investors who are invited, and who choose, to participate in the Accelerated Book Build by making 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 contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and will rank pari passu with existing ordinary shares of the Company ("Existing Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.
Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement (which forms part of this announcement) (together, the "Announcement").
Use of proceeds
The net proceeds of the Fundraising will be used as follows:
· RTA consideration US$11.0m
· Fedair Option Agreement US$4.0m
· Three ATR's US$11.0m
· Mozambique and South African expansion US$6.7m
· Zimbabwe growth US$2.0m
· Working capital US$7.3m
Related Party Transactions
SAHL and ACIA are considered to be related parties to the Company by virtue of SAHL being a Substantial Shareholder as defined in the AIM Rules. As such, the following transactions which total $26m consideration for cash, are deemed to be related party transactions as per the AIM Rules.
· Commercial agreements with SAHL relating to Fedair;
· Commercial agreements with SAHL relating to the RTA;
· Solenta Subscription Letters; and
· the ATR LOI.
These agreements, including particulars of the transactions, are detailed earlier in the Section entitled "Background and rationale for the transactions".
The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of the above agreements are fair and reasonable in so far as its Shareholders are concerned.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the EBT Subscription Shares, Solenta Subscription Shares and Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the EBT Subscription Shares, Solenta Subscription Shares and Placing Shares on AIM will commence at 8.00 a.m. on 19 October 2017.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS 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 APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO 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 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 such Placee represents, warrants and acknowledges to the Company and the Bookrunner that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of the Bookrunner 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 acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act; and
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix
The Company and the Bookrunner 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, Australia, Canada, Japan or the Republic of South Africa or in any other 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 only outside the United States in accordance with Regulation S.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company under which Liberum has conditionally agreed on the terms and subject to the conditions set out therein, as agent for the Company, to use its reasonable endeavours to place the Placing Shares at the Placing Price with certain institutional investors. The Placing is not being underwritten by Liberum or any other person.
The number of Placing Shares at the Placing Price will be determined following completion of the Accelerated Book Build as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to trading on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 8.00 am on 19 October 2017 and that dealings in the Placing Shares will commence at that time.
Accelerated Book Build
The Bookrunner will today commence an Accelerated Book Building process in respect to the Placing to determine demand for participation in the Placing by any Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Accelerated Book Build. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing (in whole or in part) by such alternative method to the Accelerated Book Build as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Liberum is acting as nominated adviser and Bookrunner to the Placing, as agent for and on behalf of the Company. Liberum is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Liberum or for providing advice in relation to the matters described in this Announcement.
2. The Bookrunner is arranging the Accelerated Book Build and Placing as an agent of the Company.
3. Participation in the Accelerated Book Build will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its affiliates are entitled to enter bids in the Accelerated Book Build as principal.
4. The Accelerated Book Build will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between the Bookrunner and the Company following completion of the Accelerated Book Build. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees should communicate their bid by telephone to their usual sales contact at Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Bookrunner on the basis referred to paragraph 9 below.
6. The Accelerated Book Build is expected to close no later than 4.00 pm (London) today but may be closed earlier or later at the discretion of the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids that are received after the Accelerated Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner whom they contact following the close of the Accelerated Book Build and a trade confirmation or contract note will be dispatched as soon as possible thereafter. A Bookrunner's oral or emailed confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company's Articles of Association.
8. The Company will make a further announcement following the close of the Accelerated Book Build detailing the number of Placing Shares to be issued at the Placing Price.
9. Subject to paragraphs 5 and 6 above, the Bookrunner may choose to accept or reject bids, 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 they may determine. The Bookrunner may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Accelerated Book Build has closed to any person submitting a bid after that time.
10. A bid in the Accelerated Book Build 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 the Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay to the Bookrunner (or as the Bookrunner 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 the Bookrunner.
11. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner 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.
12. 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".
13. All obligations under the Accelerated Book Build and 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 "Right to terminate under the Placing Agreement".
14. By participating in the Accelerated Book Build, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and the applicable rules of the FCA, neither Liberum nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Liberum nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Accelerated Book Build or of such alternative method of effecting the Placing (in whole or in part) as the Bookrunner and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the issue of the Circular by the Company by 5.00 p.m. on 2 October 2017
(b) the passing of the Authorising Resolution (without material amendment) by shareholders in a general meeting of the Company;
(c) the Company having complied with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
(d) none of the warranties in the Placing Agreement being untrue, inaccurate or misleading;
(e) the Placing Agreement not having been terminated in accordance with its terms; and
(f) Admission becoming effective by no later than 8.00 a.m. on 19 October 2017 (or such later date as the Company and the Bookrunner may agree (being not later than 8.00 a.m. on 2 November 2017).
If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunner by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree, but not being later than 8.00 am on 2 November 2017); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in its entirety in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Bookrunner in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, 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 that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither Liberum nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations under the Placing Agreement; or
(c) in the Bookrunner's opinion, there having been a material adverse change in the financial position, business or prospects of the Group; or
(d) the occurrence of a force majeure event which, in the opinion of the Bookrunner, makes it impractical or inadvisable to proceed with the Placing.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and any Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below).
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 that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Liberum or any other person and neither the Bookrunner nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of the Bookrunner, the Company, or their respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. 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: GB00BWGCH354) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST) provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Following the close of the Accelerated Book Build, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner (in GBP) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.
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 (2) percentage points above LIBOR as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Bookrunner:
1. represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;
3. acknowledges that the Existing Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and EU Regulation 596/2014 (collectively "Exchange Information");
4. acknowledges that none of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Liberum, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Liberum or the Company, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither Liberum nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Liberum, its affiliates or any person acting on behalf of any of them has or may have conducted;
6. represents and warrants that it has neither received nor relied on any unpublished price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
7. acknowledges that none of Liberum, its affiliates or any person acting on behalf of any of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
8. represents and warrants that it is acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant Regulation S under the Securities Act;
9. acknowledges that it is acquiring the Placing Shares for its own account or for one or more accounts for which, in each case, it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
10. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with Liberum, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Australia, Canada, Japan or the Republic of South Africa;
12. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
13. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
14. represents and warrants that: (i) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (ii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the Regulations); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which the Bookrunner may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;
15. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that 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, or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale;
16. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six (6) months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (FSMA);
17. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;
18. 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 the FSMA) relating to the Placing Shares in circumstances which do not require the approval of the communication by an authorised person under section 21(1) of the FSMA;
19. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless otherwise specifically agreed with Liberum in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is a person: (i) who is an investment professionals within the meaning of Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to you by the Bookrunner;
24. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunner may in its sole discretion determine and without liability to such Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Liberum, its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Liberum and that Liberum has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for registration as the holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Liberum 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. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
27. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix to the Announcement;
29. agrees it will be bound by the terms of the Company's Articles of Association;
30. agrees that the Company, Liberum, and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunner on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
31. agrees to indemnify on an after-tax basis and hold the Company, Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
32. acknowledges that no action has been or will be taken by any of the Company, Liberum or any person acting on behalf of the Company or Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
33. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the 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 it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; and
34. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note 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.
The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Liberum will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Liberum in the event that any of the Company and/or Liberum has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunner does 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 Liberum or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be used by the Bookrunner in the course of their own business and the Placee will rank only as a general creditor of the Bookrunner.
All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.
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.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.
|©London Stock Exchange plc. All rights reserved|