NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY PLACING SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Mucklow (A & J) Group plc
Placing of 2,900,000 new ordinary shares at 490 pence per ordinary share
Mucklow (A & J) Group plc ("Mucklow" or the "Company") announces that it has placed 2,900,000 new ordinary shares of 25p each in the Company ("Placing Shares") with institutional investors at a price of 490 pence per Placing Share to raise gross proceeds of £14.2 million (the "Placing").
The Placing has been undertaken with new and existing institutional shareholders by Arden Partners plc ("Arden Partners") and Oriel Securities Limited ("Oriel" or "Oriel Securities").
· Gross placing proceeds of £14.2 million;
· Placing price of 490 pence per Placing Share;
· The Placing price represents a 54.6 per cent. premium to the 31 December 2013 EPRA Net Asset Value ("EPRA NAV") per share and a discount of 3.1 per cent. to the closing middle market price of 505.5 pence per existing Ordinary Share on 26 February 2014, being the last trading day before this Announcement;
· The Placing Shares will represent 4.6 per cent. of the issued share capital of Mucklow, as enlarged by the Placing;
· The net proceeds of the Placing will be used in part to fund the build of a new 115,000 sq ft distributionwarehouse at Apex Park, Worcester and to repay the outstanding 11.5% Debenture stock due for repayment on 1 July 2014, with the balance increasing the funding available to the Company to deliver returns from the Company's current portfolio and any other market opportunities that may arise.
For further information please contact:
A & J Mucklow Group plc
Rupert Mucklow, Chairman
David Wooldridge, Finance Director
Tel: 0121 550 1841
Arden Partners plc - Financial Adviser and Joint Broker
Tel: 020 7614 5917
Oriel Securities - Joint Broker
Tel: 020 7710 7600
Tel: 07785 703523
Mucklow (A & J) Group plc
Placing of 2,900,000 new ordinary shares at 490 pence per ordinary share
Mucklow (A & J) Group plc ("Mucklow" or the "Company") announces that it has placed 2,900,000 new ordinary shares of 25p each ("Placing Shares") with new and existing institutional investors at a price of 490 pence per Placing Share to raise gross proceeds of £14.2 million (the "Placing").
The Placing, which was oversubscribed, is conditional upon the admission of the Placing Shares to the premium segment of the Official List, and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to occur on 4 March 2014.
2. Background to and reasons for the Placing
The Company announced its interim results on 19 February 2014 in which the Company highlighted their belief that a turning point has been reached in the property cycle in the last six months. The market is showing encouraging signs of improving confidence and activity within the Midlands industrial property market yet there is a shortage of quality industrial space in the area. This, in turn, is causing rental levels in some areas to rise, resulting in more interest in pre-let development.
There also appears to be a growing appetite from investors which is pushing up property values.
Economic forecasts are looking better and business confidence is improving. The Company intends to continue its strategy of investing in quality industrial and commercial properties in the Midlands, with attractive long term growth prospects. The Company has a portfolio of properties and a pipeline of opportunities that mean that it is well placed to deliver on this aim. As at 31 December 2013, the Company had undrawn banking facilities of £24.5m and this fundraise will add to the funds available to the Company to maximise the returns from the market opportunities currently available.
3. Use of proceeds
The net proceeds of the Placing will be used to:
· Fund the build of a new 115,000 sq ft distributionwarehouse for Worcester Bosch Group, on the remaining land at Apex Park, Worcester. Planning consent for this development was granted in January 2014 and construction is due to commence in March this year. The new property will generate an income of £0.72m per annum and will cost in the region of £6.0m (excluding land) to complete.
· Repay the outstanding 11.5% Debenture stock due for repayment on 1 July 2014. As at 31 December 2013 the amount outstanding was £4.2m.
· The balance will increase the funding available to the Company and will be used to deliver returns from the Company's current portfolio and any other market opportunities that may arise.
4. The Placing
The Company has placed 2,900,000 Placing Shares with institutional investors at a price of 490 pence per Placing Share to raise gross proceeds of £14.2 million. The Placing price represents a 54.6 per cent. premium to the 31 December 2013 EPRA Net Asset Value ("EPRA NAV") per share and a discount of 3.1 per cent. to the closing middle market price of 505.5 pence per existing Ordinary Share on 26 February 2014, being the last trading day before this Announcement. The Placing Shares will represent approximately 4.6 per cent. of the Company's issued ordinary share capital immediately following Admission.
Pursuant to the terms of the Placing Agreement, Arden Partners and Oriel Securities ("Joint Placing Agents") have conditionally placed the Placing Shares at the Placing Price with certain institutional investors, acting as agents for the Company. The Placing Agreement is conditional upon, inter alia, Admission becoming effective on or before 8.00 a.m. on 4 March 2014 (or such later time and/or date as the Company and the Joint Placing Agents may agree, but in any event by no later than 8.00 a.m. on 21 March 2014).
The Placing Agreement contains warranties from the Company in favour of the Joint Placing Agents in relation to, inter alia, the accuracy of this Announcement and certain other matters relating to the Company and its business. The Joint Placing Agents have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for force majeure or in the event of a material breach of the warranties set out in the Placing Agreement.
The Company will apply to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium segment of the Official List and to the London Stock Exchange for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 4 March 2014.
The Placing 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. It is therefore expected that the Placing Shares will qualify for receipt of the interim dividend of 9.04p per Ordinary Share. This dividend will be paid as a PID on 30 June 2014 to Shareholders on the register at the close of business on 30 May 2014.
It is expected that CREST accounts will be credited on the day of Admission and that share certificates (where applicable) will be dispatched by first class post, at the risk of Placees, by 31 March 2014.
5. Total voting rights
Following Admission, the total number of Ordinary Shares with voting rights in the Company will be 63,241,338. This figure may be used by shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Appendix I to this Announcement sets out the terms and conditions of the Placing.
Arden Partners plc ("Arden Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and 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 clients nor for providing advice in relation to the Placing.
Oriel Securities Limited ("Oriel" or "Oriel Securities"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and 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 clients nor for providing advice in relation to the Placing.
Apart from any responsibilities and liabilities, if any, which may be imposed on Arden Partners and/or Oriel by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Arden Partners and/or Oriel accept no responsibility whatsoever and make no representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Company's sharesor the Placing. Arden Partners and Oriel accordingly disclaim all and any liability and responsibility whatsoever, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.
Statements contained in this document, particularly those regarding possible, projected, or assumed future transactions, performance and results are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks. Forward-looking statements are not guarantees of future performance or an assurance that Mucklow's current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward-looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this release. These forward-looking statements speak only as at the date of this announcement, and none of Mucklow, Arden Partners, Oriel or any of their respective officers, directors, employees or consultants assumes any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
1. Eligible participants
This Appendix, including the terms and conditions of the Placing set out in this Appendix, is directed only at persons that have been invited to participate in the Placing and who are (i) persons ("FSMA Qualified Investors") who are "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000 ("FSMA"), being a person falling within Article 2.1(e) of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (known as the "Prospectus Directive"), and/or persons at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as defined in FSMA, being to persons falling within Article 19 (investment professionals) and Article 49 (high net-worth entities) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI. 2005/No. 1529) made pursuant to section 21(5) of FSMA (the "Order") or (ii) other persons to whom it may otherwise lawfully be issued or passed on. This Appendix is exempt from the general restriction in section 21 of FSMA on the communication of invitations or inducements to enter into investment activity on the grounds that it is communicated only to persons who fall within Articles 19 and 49 of the Order (all such persons together being referred to as "Permitted Persons"). This announcement has not been approved by an authorised person. Any investment to which this announcement relates is available to (and any investment activity to which it relates will be engaged with) only those persons falling within Articles 19 and 49 of the Order. Persons who do not fall within such categories of investor should not rely or take any action upon this announcement. Any person who is in any doubt about the investment to which this announcement relates should consult an authorised person specialising in advising on investments of the kind referred to in this announcement.
In this Appendix "Placee" means any person who becomes committed to acquire Placing Shares under the Placing having given oral agreement to do so in accordance with the terms and conditions of this Appendix to either Arden Partners plc ("Arden") or Oriel Securities Limited (Oriel") ( Arden and Oriel together being the "Joint Placing Agents").
Members of the public are not eligible to take part in the Placing and will not be considered Permitted Persons.
2. Overseas jurisdictions
The distribution of this announcement and/or issue of Placing Shares pursuant to the Placing or otherwise in certain jurisdictions outside the United Kingdom may be restricted by law. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States, Canada, Australia, Japan, or South Africa, or any other jurisdiction in which such offer or solicitation, publication or distribution is or would be unlawful. Persons receiving the announcement including this Appendix (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and by so doing may invalidate any related purported application for Placing Shares.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under the US Securities Act). No public offering of the Placing Shares is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to this announcement or the Placing.
Each of Arden and Oriel are arranging the Placing as agents for and on behalf of the Company. Each of Arden and Oriel will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to acquire any Placing Shares.
Each Placee will be required to pay to whichever of Arden and Oriel it has agreed with to take Placing Shares, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to each of the relevant Joint Placing Agent and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Placing Agent, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), none of (i) Arden, (ii) Oriel, (iii) any director, officer, employee or consultant of Arden or Oriel, or (iv) to the extent not contained within (i), (ii) or (iii), any person connected with either of Arden and Oriel as defined in the FCA Rules ((i), (ii), (iii) and (iv) being together "Affiliates" and individually an "Affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
4. Participation and settlement
Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by Arden and/or Oriel.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Arden or Oriel. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's Memorandum and Articles of Association.
After such agreement is entered into, a written confirmation will be dispatched to the Placee by Arden or Oriel confirming (i) the number of Placing Shares that such Placee has agreed to acquire pursuant to the Placing, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares and (iii) settlement instructions. It is expected that such written confirmations will be despatched by the date on which this announcement is published and that the "trade date" for settlement purposes will be 27 February 2014 and the "settlement date" will be 4 March 2014.
Settlement of transactions in the Placing Shares (ISIN: GB0006091408; SEDOL: 0609140) will take place within the CREST system, subject to certain exceptions, on a delivery versus payment ("DVP") basis. Placees of Arden should settle against CREST ID: DAQAQ. Placees of Oriel should settle against CREST ID: BAQAQ. Each of the Joint Placing Agents reserves the right to require settlement for and delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Appendix or would not be consistent with the regulatory requirements in any Placee's jurisdiction. A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered immediately to the appropriate 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. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty reserve tax, for which neither the Company nor either of the Joint Placing Agents 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 each of the Joint Placing Agents in the event that any of the Company and/or either or both of the Joint Placing Agents has incurred any such liability to UK stamp duty or stamp duty reserve tax. In addition, Placees should note that they will be liable to pay 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 for any Placing Shares or the agreement by them to subscribe for any Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with one of the Joint Placing Agents, any money held in an account with that one of the Joint Placing Agents 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 FCA Rules. 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 that one of the Joint Placing Agents' money in accordance with the client money rules and will be used by that one of the Joint Placing Agents in the course of its own business; and the Placee will rank only as a general creditor of that one of the Joint Placing Agents.
5. No prospectus
No prospectus has been or will be submitted for approval by the FCA in relation to the Placing or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in it. Each Placee, by accepting a participation in the Placing, undertakes that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Arden, Oriel or the Company and none of the Company, Arden and Oriel nor any of their respective directors, officers, employees or consultants will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on this announcement and its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
6. Placing Shares
The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's Memorandum and Articles of Association and will rank pari passu in all respects with the existing Ordinary Shares in issue on Admission including the right to receive dividends and other distributions declared following Admission. Application will be made for the admission of the Placing Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will take place, and dealings in the Placing Shares will commence, on 4 March 2014.
7. Placing Agreement
The Joint Placing Agents have agreed, on the terms and subject to the conditions set out in the placing agreement dated 27 February 2014 and made between the Company, Arden and Oriel (the "Placing Agreement"), to use their reasonable endeavours as agent of the Company to procure persons to acquire all of the Placing Shares at the Placing Price. The Placing has not been underwritten.
8. Placing conditions
The Placing is conditional, inter alia, on (i) the Placing Agreement not being terminated in accordance with its terms, (ii) Admission taking place not later than 8.00 a.m. on 4 March 2014 and (iii) the Placing Agreement becoming unconditional in all other respects.
Each of Arden and Oriel reserves the right to waive or extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 21 March 2014 (the "Long Stop Date").
If any condition in the Placing Agreement is not fulfilled or waived by both of the Joint Placing Agents by the relevant time, the Placing will lapse and each Placee's rights and obligations pursuant to the Placing shall cease and terminate at such time.
The Placing Agreement may be terminated by either Arden or Oriel at any time prior to Admission in respect of the Placing in its entirety in certain circumstances including, inter alia, following a material breach of the Placing Agreement or the warranties by the Company or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by either of the Joint Placing Agents whether or not to extend the time for satisfaction of any condition in the Placing Agreement or otherwise in respect of the Placing shall be within each of Arden's and Oriel's absolute discretion. Neither Arden nor Oriel shall have any liability to any Placee in the event of any such termination, waiver or extension or in respect of any decision whether to exercise any such right of termination, waiver or extension. The Company and/or the Joint Placing Agents will inform each Placee if the Joint Placing Agents' obligations under the Placing Agreement do not become unconditional, in respect of the Placing, by 8.00 a.m. on 4 March 2014, or such later time and date as Arden and Oriel shall each agree.
9. Payment default
A Placee's entitlement to receive any Placing Shares will be conditional on the receipt of payment by the relevant Joint Placing Agent from the relevant Placee by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as the relevant Joint Placing Agent may in its absolute discretion determine. Each Joint Placing Agent may, in its absolute discretion, waive such condition, and shall not be liable to any Placee in the event of it deciding whether to waive or not to waive such condition.
If any Placee fails to make such payment by the required time for any Placing Shares (1) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such shares, (3) the Company or, as applicable, the relevant Joint Placing Agent may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the relevant Joint Placing Agent (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) such Placee shall remain liable to the Company and to the relevant Joint Placing Agent for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by the relevant Joint Placing Agent for value by the required time referred to above at the rate of two percentage points above the current bank rate of the Bank of England.
10. Placees' warranties and undertakings to the Company and the Joint Placing Agents
By orally agreeing with Arden or Oriel to acquire Placing Shares under the Placing, a Placee irrevocably confirms, represents, warrants and undertakes to each of the Company, Arden and Oriel, on behalf of itself and each company in its Group (if any) ("Group" meaning in relation to a company, that company, any company of which it is a subsidiary (having the meaning set out in section 1159 of the Companies Act 2006 as amended) (its holding company) and any other subsidiary of such holding company), in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that:
(a) it agrees to and accepts all of the terms set out in this Appendix and it and/or each person on whose behalf it is are participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part:
(i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and
(ii) will have the funds available to pay the full amount for the Placing Shares;
(b) it 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 Arden or Oriel may in its absolute discretion determine without liability to it;
(c) it is a person falling within one or more of the categories of persons set out in Article 19(5) and/or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") and it acknowledges and agrees that this document is not being made available to persons other than those falling within paragraph 19(5) and/or Article 49 of the Financial Promotion Order;
(d) it is a Qualified Investor as defined in section 86(7) of FSMA, being a person falling within
Article 2.1(e) of the Prospectus Directive;
(e) it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the Conduct of Business Sourcebook of the FCA and it is purchasing the Placing Shares (which form its Placing Participation) for investment only and not with a view to resale or distribution;
(f) it is not a person who is resident in, or a citizen of, the United States or any state or jurisdiction in which it would be unlawful to release, publish or distribute, in whole or in part, directly or indirectly, this announcement (each an "Excluded Territory") (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person);
(g) it is a person whose ordinary activities involve it acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or that it will acquire, hold, manage and dispose of Placing Shares to be subscribed for by it for the purposes of its business;
(h) it has: (i) conducted its own investigation with respect to the Company and the Placing Shares; (ii) received all information that it believes is necessary or appropriate in connection with its purchase of the Placing Shares; (iii) carefully reviewed and considered all information made available to it and made its own assessment and have satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares and (iv) such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Placing Shares;
(i) it and any accounts (as to which it has full investment discretion) for which it is acting: (i) have the ability to bear the economic risk of its investment in the Placing Shares; (ii) have adequate means of providing for its current and contingent needs; (iii) have no need for liquidity with respect to its investment in the Placing Shares and (iv) are at the present time and will be in the foreseeable future able to sustain a complete loss of its investment in the Placing Shares;
(j) in agreeing to subscribe for Placing Shares it has not relied on and it is not relying on any information, representation or warranty relating to the Placing, Placing Shares or the Company other than publicly available information and it has not relied on and it is not relying on any representation or warranty or agreement by Arden or Oriel or the Company or any of their respective directors, employees, partners, agents or advisers or any other person except as set out in the express terms of this Announcement and accordingly none of Arden or Oriel or the Company or any of their directors and/or employees and/or any person(s) acting on behalf of any of them shall have any liability for any information, representations or warranty except in the case of fraud;
(k) it and any person acting on its behalf acknowledge that neither Arden nor Oriel owes any fiduciary or other duty to it in respect of any representations, warranties, undertakings, or indemnities in the Placing Agreement and agrees to indemnify and hold harmless the Company, Arden, Oriel and their respective affiliates from any and all costs, claims, liabilities and expenses arising out of or in connection with any breach of the provisions of this announcement;
(l) in accepting its Placing Participation it is acting either as principal or a professional client (as defined by the FCA) and for no other person and that its acceptance of its participation in the Placing will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;
(m) it irrevocably confirms Arden's and Oriel's discretion with regard to the Placing Agreement and agree neither Arden nor Oriel owes it any fiduciary duties in respect of any claim it may have relating to the Placing;
(n) it acknowledges and agrees that the Placing Shares have not been and will not be registered under the US Securities Act, as amended or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities laws of an Excluded Territory and, therefore, the Placing Shares may not be, subject to certain exceptions, directly or indirectly, offered or sold in the United States or an Excluded Territory;
(o) it confirms that it is not a "US person" (as defined in Regulation S promulgated under the US Securities Act);
(p) it has not purchased the Placing Shares as a result of any "directed selling efforts" within the meaning of Regulation S promulgated under the US Securities Act.
(q) it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States or an Excluded Territory or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States or an Excluded Territory;
(r) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (either as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in offers of transferable securities to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
(s) it acknowledges that it has, in compliance with all relevant laws of all territories, obtained all requisite governmental or other consents or authorities which may be required or necessary in connection with its commitment to subscribe for Placing Shares and participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Arden or Oriel or the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application and that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares;
(t) it acknowledges and agrees in connection with its participation in the Placing that neither Arden nor Oriel is acting for it in relation to the Placing or otherwise and that neither Arden nor Oriel have any duties or responsibilities to it for providing the protections afforded to its customers or for advising it with regard to the Placing or the Placing Shares;
(u) it irrevocably appoints any director of Arden or Oriel (as appropriate) as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it pursuant to the Placing;
(v) it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person);
(w) it has fully complied with (and will continue to comply with) the Money Laundering Regulations 2007 (the "Regulations") (as amended and supplemented) and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations;
(x) it is aware of and has complied (and will continue to comply) fully with its obligations in connection with money laundering under the Criminal Justice Act 1988, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2000, the Counter-Terrorism Act 2008 and the Proceeds of Crime Act 2002 (each as amended and supplemented);
(y) it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the provisions in the Company's articles of association which are equivalent to Rule 5 of the Disclosure and Transparency Rules issued by the FCA and made under Part VI of the FSMA;
(z) the Company, Arden, Oriel and others will rely upon its representations, warranties, agreements and acknowledgements set forth herein, and it agrees to notify the Company, Arden and Oriel promptly in writing if any of its representations, warranties or acknowledgements ceases to be accurate and complete; and
(aa) the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986.
The rights and remedies of the Company, Arden and Oriel under these terms and conditions are in addition to any rights or 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.
The following definitions apply throughout this Announcement unless the context otherwise requires:
means this announcement (including the appendices to this announcement)
Arden Partners plc, joint broker to the Company
the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited
"Directors" or "Board"
the directors of the Company, or any duly authorised committee thereof
the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
the Financial Services and Markets Act 2000 (as amended)
the Company, its subsidiaries and its subsidiary undertakings
"Joint Placing Agents"
Arden Partners and Oriel
"London Stock Exchange"
London Stock Exchange plc
ordinary shares of 25 pence each in the capital of the Company
Oriel Securities Limited, joint broker to the Company
the placing of the Placing Shares at the Placing Price
the agreement dated 27 February 2014 between the Company, Arden Partners and Oriel relating to the Placing
490 pence per Placing Share
up to 2,900,000 new Ordinary Shares to be issued by the Company
"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland