TIDMFUTR
RNS Number : 6896R
Future PLC
30 October 2019
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW
ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
30 October 2019
Future plc
Proposed Placing Of New Ordinary Shares
Future plc (LSE: FUTR, "Future", "the Group"), the global
platform for specialist media, today announces a proposed placing
of 8,184,906 new ordinary shares in the Group (the "Placing
Shares") to institutional investors (the "Placing"). The Placing
Shares represent approximately 9.6% of Future's issued share
capital. The Placing is being conducted through an accelerated
bookbuild which will be launched immediately following release of
this announcement.
As announced separately today, Future, through its subsidiary
Future Holdings 2002 Limited, has agreed to acquire TI Media ("TI
Media"), a leading consumer magazine and digital publisher in the
United Kingdom, for GBP140 million on a cash and debt-free basis
(the "Acquisition"). Further information on the Acquisition can be
found in the Acquisition announcement released by Future today.
The Placing is underwritten and the net proceeds are intended to
be used to part fund the Acquisition but the Placing is not
conditional on the Acquisition completing. In the event that the
Acquisition does not complete, Future intends to retain the net
proceeds of the Placing and to use them to pursue future
acquisition opportunities and for general corporate activity.
Following completion of the Placing, Future intends to deposit the
net proceeds of the Placing in a money market account until
completion of the Acquisition (expected by the Spring of 2020).
Details of the Placing
Numis Securities Limited ("Numis Securities" or "Numis") and
NplusOne Singer Capital Markets Limited ("N+1 Singer") are acting
as joint bookrunners in connection with the Placing.
Numis Securities and N+1 Singer (together, the "Joint
Bookrunners" and each a "Joint Bookrunner") will commence a
bookbuilding process in respect of the Placing (the "Bookbuild" or
the "Bookbuilding Process"). The book will open with immediate
effect. The Joint Bookrunners have entered into an agreement with
Future (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Bookrunners will agree to use
their respective reasonable endeavours to procure subscribers for
the Placing Shares at a price determined following completion of
the Bookbuild and as set out in the Placing Agreement. If and to
the extent that the Joint Bookrunners are unable to procure, on
behalf of the Company, subscribers on the basis outlined above, the
Joint Bookrunners have agreed, to subscribe for the New Ordinary
Shares not taken up. The Placing is subject to the terms and
conditions set out in the appendix A to this announcement (the
"Appendix A", which forms part of this announcement, together the
"Announcement"). Members of the public are not entitled to
participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares of Future. This includes the right to receive all
dividends and other distributions declared or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be entitled to the final dividend for the
financial year ended 30 September 2019. The price per Ordinary
Share at which the Placing Shares are to be placed (the "Placing
Price") and the number of Placing Shares will be determined at the
close of the Bookbuild. Details of the number of Placing Shares and
the Placing Price will be announced as soon as practicable after
the closing of the Bookbuild.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange" and together, "Admission"). It is expected
that Admission will take place at or around 8.00 a.m. (London time)
on 4 November 2019 (or such later date as may be agreed between the
Company and the Joint Bookrunners). The Placing is conditional
upon, inter alia, Admission becoming effective. The Placing is also
conditional upon the Placing Agreement not being terminated in
accordance with its terms.
Prior to launch of the Placing, the Company consulted with a
significant number of its Shareholders to gauge their feedback as
to the transaction and the terms of the Placing. Feedback from this
consultation was supportive and as a result the Board has chosen to
proceed with the Placing to part finance the Acquisition (though
the Placing is not conditional on the Acquisition completing). The
Placing is being structured as a Bookbuild to minimise execution
and market risk. Following completion of the Placing, the Company
does not intend to issue any further shares pursuant to the
disapplication of pre-emption authorities that Shareholders granted
to the Company at its annual general meeting on 7 February
2019.
The Appendix A (which forms part of this Announcement) sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
Enquiries
Future plc 01225 442244
Zillah Byng-Thorne, Chief Executive Officer
-------------
Penny Ladkin-Brand, Chief Financial Officer
-------------
Numis Securities (Sponsor, Financial Adviser and Joint 020 7260
Bookrunner) 1000
-------------
Nick Westlake, Mark Lander, Hugo Rubinstein
-------------
020 7496
N+1 Singer (Joint Bookrunner) 3000
-------------
Mark Taylor, Tom Salvesen, Justin McKeegan
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020 7457
Instinctif Partners 2020
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Kay Larsen, Chantal Woolcock
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IMPORTANT NOTICES RELATING TO THE PLACING
THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE
RESPONSIBILITY OF, THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 AS AMED FROM TIME TO TIME ("QUALIFIED
INVESTORS"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN FUTURE PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AND MAY NOT BE OFFERED, SOLD
OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND
(II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE
COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG,
NEW ZEALAND, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUFFER OFFER OR SOLICITATION IS NOT
AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSISTUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG
KONG, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
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; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares 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, Hong Kong, New Zealand, Singapore 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, Hong Kong, New
Zealand, Singapore 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 right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuild and the Placing, each Placee
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, 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 Appendix A.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
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 applicable law or
regulation, the Company and the Joint Bookrunners expressly
disclaims any obligation or undertaking to publish 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.
Information for distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Numis is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing and
the Acquisition, and Numis will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
N+1 Singer is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and N+1 Singer will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective 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.
In addition, in the event that the Joint Bookrunners acquire
Placing Shares in the Placing, the Joint Bookrunners may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Bookrunners and their respective affiliates
do not propose to make any public disclosure in relation to such
transactions.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's Main Market for listed securities.
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.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") (WHICH IS FOR INFORMATION
PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX
ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMED FROM
TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS");
(B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(TOGETHER "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS IN A MEMBER STATE OF THE EEA (OTHER THAN THE UNITED
KINGDOM) WHO ARE NOT QUALIFIED INVESTORS AND IN THE UNITED KINGDOM
BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO QUALIFIED
INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED
KINGDOM) AND TO RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
SUBJECT TO CERTAIN EXCEPTIONS, THE RELEASE, REPRODUCTION OR
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET
OUT IN THIS APPIX, IN WHOLE OR IN PART, AND THE PLACING AND/OR
ISSUE OF THE PLACING SHARES IS NOT PERMITTED IN THE UNITED STATES
AND MAY ALSO BE RESTRICTED IN CERTAIN OTHER JURISDICTIONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS
OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO SUCH SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING
SHARES.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares of fifteen pence
(15p) each in the capital of Future plc (the "Company"), by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the "Placees"), will:
(i) be deemed to have read and understood this Announcement,
including this Appendix and in its entirety; and (ii) be making
such offer on the terms and conditions of the Placing contained in
this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties,
acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
1. if in a member state of the EEA (other than the United
Kingdom), it is a Qualified Investor and if in the United Kingdom,
is a Relevant Person (as each term is defined above) and undertakes
that it will subscribe for, acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
2. acknowledges that the Placing Shares have not been and will
not be registered under the US Securities Act or with any State or
other jurisdiction of the United States or any other United States
regulatory authority and that the Placing Shares are being offered
and sold by the Company (i) in "offshore transactions" (within the
meaning of Regulation S under the US Securities Act ("Regulation
S")) pursuant to Regulation S; or (ii) to a limited number of
"qualified institutional buyers" (within the meaning of Rule 144A
under the US Securities Act) in the United States pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements under the US Securities Act;
3. it is and any account for which it subscribes or purchases
Placing Shares is, and at the time the Placing Shares are
subscribed for will be: (a) either (i) outside the United States
acquiring the Placing Shares in an "offshore transaction" (as
defined in Regulation S) in reliance on Regulation S; or (ii) a
"qualified institutional buyer" as defined in Rule 144A ("QIB")
under the US Securities Act acquiring Placing Shares in a
transaction exempt from or not subject to the registration
requirements of the US Securities Act, which has duly executed a US
investor letter in the form provided to it and delivered the same
to one of the Joint Bookrunners or its respective affiliates (the
"US Investor Letter"); and (b) acquiring beneficial interests in
the Placing Shares for its own account or the account of another
person that is a QIB;
4. if acquiring Placing Shares for the account of one or more
other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, any Placing Shares
acquired 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Regulation to Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
(as defined below) has been given to each such proposed offer or
resale.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
The Placing Shares may not (unless made lawfully or an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand, 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 this Announcement of which it forms part should
seek appropriate advice before taking any action.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Details of the Placing Agreement and the Placing Shares
Numis Securities Limited ("Numis") and NPlus1 Singer Capital
Markets Limited ("N+1") are acting as joint bookrunners (together,
the "Joint Bookrunners" and each a "Joint Bookrunner"), and have
entered into a placing agreement with the Company (the "Placing
Agreement") under which they have agreed to use their respective
reasonable endeavours to procure Placees for the Placing Shares on
the terms and subject to the conditions set out therein. The
Placing is being underwritten by Numis and N+1.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to the Placees in consideration
for Numis transferring its holdings of redeemable preference shares
in Fife Tigris (Jersey) Ltd Limited ("JerseyCo") to the Company.
Accordingly, instead of receiving cash as consideration for the
issue of Placing Shares, at the conclusion of the Placing the
Company will own all of the issued redeemable preference shares of
the JerseyCo shares whose only asset will be its cash reserves,
which will represent an amount approximately equal to the net
proceeds of the Placing.
The Placing Shares will, when issued, be credited as fully paid
at the Placing Price and will rank pari passu in all respects with
the existing ordinary shares in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List of the FCA (the "Official
List") and to London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on its
main market for listed securities (together, "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 4 November 2019 (or such
later time and/or date as the Joint Bookrunners may agree with the
Company) (the "Closing Date") and that dealings in the Placing
Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
both demand by Placees for participation in the Placing and the
Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as banks and agents of
the Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by any
of the Joint Bookrunners. Each of the Joint Bookrunners and their
respective affiliates are entitled to enter bids as principal in
the Bookbuild.
2. The number of Placing Shares to be issued and the Placing
Price will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild and will be recorded in a
term sheet entered into between them (the "Term Sheet"). The number
of Placing Shares to be issued and the Placing Price will be
announced on a Regulatory Information Service (as defined in the
Listing Rules of the FCA) following completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or email to their usual sales contact at one of the
Joint Bookrunners. Each bid should state the number of Placing
Shares for, and the Placing Price at, which the prospective Placee
wishes to subscribe for. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 7 below.
4. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent 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 Company and the Joint Bookrunners, to pay to them (or as the
Joint Bookrunners may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Joint
Bookrunners.
5. The Bookbuild is expected to close by 7 a.m. on 30 October
2019, but may be closed earlier or later at the discretion of the
Joint Bookrunners and the Company. The Joint Bookrunners may, in
agreement with the Company, accept bids, either in whole or in
part, that are received after the Bookbuild has closed.
6. Each prospective Placee's allocation together with the
Placing Price will be confirmed to Placees either orally or by
email by the relevant Joint Bookrunner as soon as practicable
following the close of the Bookbuild, and an electronic trade
confirmation will be dispatched as soon as possible thereafter. The
terms and conditions of this Appendix will be deemed incorporated
therein. The relevant Joint Bookrunner's confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such prospective Placee (who will at that point become a
Placee) in favour of such Joint Bookrunner and the Company, to
subscribe for the number of Placing Shares allocated to it and to
pay the Placing Price on the terms and subject to the conditions
set out in this Appendix and in accordance with the Company's
articles of incorporation.
7. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 3 and 4 above, and subject to
prior agreement with each other, (a) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (b) allocate Placing Shares after the Bookbuild
has closed to any person submitting a bid after that time. The
Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
in the section entitled "Registration and settlement".
9. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to in the section below entitled "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below in the section entitled "Right to terminate under
the Placing Agreement".
10. By participating in the Bookbuild, 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.
11. To the fullest extent permissible by law, neither the Joint
Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
13. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on customary conditions including
(amongst others) that:
14. the Company having complied with all of its obligations
under the Placing Agreement which fall to be performed or satisfied
on or prior to Admission;
15. certain force majeure events have not occurred and there not
having been a material adverse change affecting the Company and its
subsidiaries;
16. the publication of the results of the Placing via a regulatory information service;
17. the Company allotting, subject only to Admission, the
Placing Shares to Placees in accordance with the Placing Agreement;
and
18. Admission occurring no later than 8.00 a.m. on 4 November
2019 (or such later time and/or date as the Joint Bookrunners may
agree with the Company not being later than 8:30 a.m. on 15
November 2019)
(the "Conditions").
If: (a) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Company and the
Joint Bookrunners may agree); or (b) the Placing Agreement is
terminated in the circumstances specified in the section below
entitled "Right to terminate under the Placing Agreement", the
Placing will lapse and the Placees' 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 it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
The Joint Bookrunners (if they both agree) may, at their
absolute discretion and upon such terms as they think fit, waive
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of any such Conditions in
respect of all or any part of the performance thereof, save for
certain of the Conditions that may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
None of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
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
Joint Bookrunners.
Right to terminate under the Placing Agreement
Either of the Joint Bookrunners is entitled in its absolute
discretion, by notice to the Company, at any time prior to
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances including (amongst other
things):
19. the Company failing to comply with its obligations under the
Placing Agreement and that failure being material in the context of
the Placing and/or Admission; or
20. the occurrence of certain force majeure events or a material
adverse change affecting the Company and its subsidiaries; or
21. the Company's applications for Admission have been withdrawn
or refused by the London Stock Exchange (as applicable).
Upon termination, the parties to the Placing Agreement shall be
immediately released and discharged (except for any liability
arising before or in relation to such termination) from their
respective obligations under or pursuant to the Placing Agreement,
subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by any of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances
described in the sections entitled "Right to terminate under the
Placing Agreement" and "Conditions of the Placing" above, and its
participation will not be capable of rescission or termination by
it after oral confirmation by the Joint Bookrunners of the
allocation and commitments following the close of the
Bookbuild.
Lock-up arrangements
Other than pursuant to any share option schemes and other
employee incentive arrangements, the Company has undertaken with
each of the Joint Bookrunners that it will not, during the period
of 120 days from the date of Admission, offer, issue, sell,
contract to sell, issue options in respect of or otherwise dispose
of any securities of the Company (or any interest therein or in
respect thereof) or any other securities exchangeable for, or
convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction having substantially the same effect or
agree to do any of the foregoing, other than with the prior written
consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed) or as otherwise contemplated by
the Placing Agreement.
By participating in the Placing, Placees agree that the exercise
by any Joint Bookrunner of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock- up provisions under the Placing Agreement
shall be within the absolute discretion of that Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing or Admission and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Placees' commitments will be made solely on the basis of
the information contain in this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a Regulatory
Information Service prior to the date of this Announcement or
otherwise filed by the Company ("Exchange Information") and subject
to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and none of
the Company, the Joint Bookrunners, nor any of their respective
affiliates 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons other than Exchange
Information). Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial and
other position of the Company and has independently made its own
analysis and decision with regard to its commitment to subscribe
for Placing Shares. Nothing in this paragraph shall exclude or
limit the liability of any person for fraudulent misrepresentation
by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYZN9041) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"). The
Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the closing of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent an
electronic trade confirmation in accordance with the standing
arrangements in place with the relevant Joint Bookrunner stating
the number of Placing Shares allocated to it at the Placing Price,
the aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to CREST accounts
operated by Numis and N+1 Singer. The input to CREST by a Placee of
a matching or acceptance instruction with the relevant Joint
Bookrunner will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 4 November 2019 in
accordance with the instructions set out in the electronic trade
confirmation.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. The Joint
Bookrunners reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees
is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners 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 Joint Bookrunners' account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
will be required to bear any stamp duty or stamp duty reserve tax
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction 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 relevant Joint
Bookrunner all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
the relevant Joint 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 a copy of the
electronic trade confirmation is sent, immediately upon receipt, to
the relevant person within that organisation. Insofar as Placing
Shares are issued 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. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), none of the Joint
Bookrunners nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as joint bookrunners
and placing agents of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
General
22. it has read and understood this Announcement (including this
Appendix) in its entirety and 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 it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with the Placing, the Company, the Placing
Shares or otherwise and it is subscribing for Placing Shares based
only on the information in this Announcement (including the
Appendix) or any Exchange Information;
23. the Ordinary Shares are listed on the premium listing
segment of the Official List and are admitted to trading on the
main market of the London Stock Exchange and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information, or comparable information concerning other
publicly traded companies, in each case without undue
difficulty;
24. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of any Indemnified Taxes;
No distribution of Announcement
25. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement (including this Appendix) or
any part of it, or any other presentational or other material
concerning the Placing (including electronic copies thereof) to any
person and represents and it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such
materials to any person;
No prospectus
26. no prospectus or other offering document has been or will be
prepared in connection with the Bookbuild, the Placing or the
Placing Shares and it has not received and will not receive a
prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by Joint Bookrunners for their own account
27. in connection with the Placing, the Joint Bookrunners and
any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that
capacity may retain, purchase or sell for its own account such
Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to each of the
Joint Bookrunners or any of their affiliates acting in such
capacity;
28. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
29. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 6 and 7
above otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Joint Bookrunners
30. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
31. its participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective 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 their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
No responsibility of the Joint Bookrunners for information
32. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners, nor their respective affiliates nor any person acting
on behalf of any of them is responsible for or has or shall have
any liability for any information, representation or statement
contained in, or omission from, this Announcement or any Exchange
Information, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
such person;
Reliance on information regarding the Placing
33.
(a) the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in this Announcement (including the
Appendix) or any Exchange Information (save that in the case of
Exchange Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 12(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
this Announcement or the Exchange Information or otherwise;
(c) none of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Joint Bookrunners,
the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
material or information; and
(d) none of the Joint Bookrunners or the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
34. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement, the Exchange Information or any other
information;
35. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Joint Bookrunners for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has independently conducted its own due diligence,
examination, investigation and assessment of the Company, the
Placing Shares and the terms of the Placing and has satisfied
itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
Capacity and authority
36. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Appendix;
37. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
38. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions that apply to it and that it has fully observed such
laws, has 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 has obtained all such governmental and
other guarantees, permits, authorisations, approvals and consents
which may be required thereunder and complied with all necessary
formalities 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 Appendix) and
will honour such obligations and that it has not taken any action
or omitted to take any action which will or may result in the Joint
Bookrunners, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
39. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
Excluded territories
40. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
41. the Placing Shares may not be offered, sold, delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Joint Bookrunners or any
person acting on behalf of the Company or the Joint Bookrunners
that would, or is intended to, permit a public offer of the Placing
Shares in the United States, Australia, Canada, Japan, New Zealand
or the Republic of South Africa or any country or jurisdiction, or
any state, province, territory or jurisdiction thereof, where any
such action for that purpose is required;
42. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa;
43. it may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
44. if located outside the United States:
(a) it is outside the United States and it will acquire the
Placing Shares in an "offshore transaction" as defined in and in
accordance with Regulation S, and the Placing Shares were not
offered to it by means of any "directed selling efforts" as defined
in Regulation S; and
(b) it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring the Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States;
45. If located in the United States:
(a) it is a QIB, or if it is acting for the account of a
beneficial owner, such beneficial owner is a QIB and it has
delivered a US Investor Letter to the Company and the Joint
Bookrunners;
(b) any Placing Shares it acquires will be for its own account
(or for the account of a QIB for which it exercises sole investment
discretion) for investment purposes, and not with a view to resale
or distribution within the meaning of the US securities laws;
and
(c) the Placing Shares have not been offered to it by means of
any "general solicitation" or "general advertising" (within the
meaning of Regulation D under the US Securities Act) nor by means
of any "directed selling efforts" (as such term is defined in
Regulation S);
Compliance with EEA selling restrictions, the Prospectus
Regulation and MAR
46. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a
Qualified Investor;
47. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
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 EEA within the meaning of the Prospectus Regulation;
48. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the Placing Shares subscribed
for 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 EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each proposed
offer or resale;
Compliance with FSMA and the UK financial promotion regime
49. if in the United Kingdom, it is a Relevant Person;
50. it has not offered or sold and 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, as amended
("FSMA");
51. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
52. it has complied and will comply with all applicable
provisions of FSMA and Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
("MAR") with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United
Kingdom;
Compliance with laws
53. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
54. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
55. if it is acting as a "distributor" (for the purposes of
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (the "MiFID II Product Governance Requirements"):
(a) it acknowledges that the target market assessment for the
purposes of the MiFID II Product Governance Requirements (the
"Target Market Assessment") undertaken by the Joint Bookrunners
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares and each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels;
(b) notwithstanding any Target Market Assessment undertaken by
the Joint Bookrunners, it confirms that, other than where it is a
providing an execution-only service to investors, it has satisfied
itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the Placing Shares and that is has
considered the compatibility of the risk/reward profile of such
Placing Shares with the end target market;
(c) it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom;
56. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook.
Depositary receipts and clearance services
57. 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 issue or transfer
Placing Shares into a clearance service;
Undertaking to make payment
58. it (and any person acting on its behalf) will make payment
in respect of the Placing Shares allocated to it in accordance with
this Appendix 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 Joint Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
Issue through CREST
59. understands that the Placing Shares are expected to be issued to it through CREST;
Allocation
60. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
No recommendation
61. none of the Joint Bookrunners, nor any of their respective
affiliates, nor any person acting on behalf 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;
Inside information
62. if it has received any inside information about the Company
in advance of the Placing, it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
63. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Appendix are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
Governing law and jurisdiction
64. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or the Joint Bookrunners 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners 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.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Joint Bookrunners in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing
Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEMMBFTMBBJBTL
(END) Dow Jones Newswires
October 30, 2019 12:48 ET (16:48 GMT)
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