TIDMASC
RNS Number : 1207J
ASOS PLC
07 April 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
HEREIN , IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
7 April 2020
ASOS plc
("ASOS" or the "Company")
Proposed Placing of Ordinary Shares
ASOS, the leading online global fashion platform, today
announces its intention to conduct a non -- pre -- emptive placing
of new ordinary shares (the "Placing Shares") of 3.5 pence each in
the capital of the Company (the "Placing"). The total number of
Placing Shares will not exceed approximately 18.8 per cent. of the
Company's existing ordinary share capital and certain directors and
executive management of the Company intend to participate in the
Placing.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following this announcement. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
announcement (which forms part of this announcement, such
announcement and its Appendix together being this
"Announcement").
Interim results, update on current trading, outlook and
financing arrangements
ASOS has separately today issued its interim results for the six
months to 29 February 2020, which outlines the strong first half of
the year showing the performance improvements following on from the
investments made over the previous 24 months, as well as the
current and anticipated impact of the ongoing COVID-19 pandemic.
ASOS has already been impacted by the COVID-19 virus resulting in
reductions in visitor traffic and conversion, as well as taking
appropriate actions to manage ASOS's infrastructure and operational
capacity against this backdrop.
ASOS also announces today that it is in the final stages of
putting in place an extension of GBP60-80m to its existing
revolving credit facility, alongside the agreement from lenders to
adjust the net debt to EBITDA covenant test for the next 12 months.
Furthermore, management have begun the process to confirm ASOS's
eligibility for, and seek access to, the Covid Corporate Financing
Facility, launched by the Bank of England.
The mitigating actions taken by management, together with the
Placing and proposed revolving credit facility extension, would
strengthen the balance sheet and enable ASOS to exit this
disruptive period in a strong position and ensure ASOS continues to
progress towards capturing the substantial global opportunity
ahead.
This announcement should be read in conjunction with the interim
results announcement.
Reasons for the Placing
The net proceeds from the Placing, combined with the proposed
extension to current banking facilities, will be used to provide
sufficient liquidity and flexibility to manage the Company through
and beyond the period of expected and continuing disruption. These
arrangements if completed would:
-- put sufficient financing in place to weather no improvement
in current trading for at least 18 months;
-- enable the Company to emerge from the current crisis in a
stronger financial position to continue to invest in the growth of
the business and to work supportively with its long-standing
supplier base to mutual advantage as the industry recovers from the
pandemic; and
-- avoid necessitating decisions being made for short-term
liquidity or cash management reasons that may cause detriment to
the Company's long-term prospects, and give ASOS the flexibility to
restructure the business in the case of a prolonged downturn.
ASOS acknowledges that it is seeking to issue Placing Shares
amounting to up to approximately 18.8 per cent. of its existing
issued ordinary share capital on a non-pre-emptive basis and
therefore members of its Board of Directors and senior management
have consulted with the Company's major institutional shareholders
ahead of the release of this Announcement. The Placing structure
has been chosen as it minimises cost, time to completion and use of
management time at an important and unprecedented time for the
Company.
Details of the Placing
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"
or "JPMC") and Numis Securities Limited ("Numis") are acting as
joint global coordinators (the "Joint Global Coordinators"),
Barclays Bank PLC ("Barclays"), BNP Paribas ("BNP Paribas") and
HSBC Bank plc ("HSBC") together with the Joint Global Coordinators
are acting as joint bookrunners (together, the "Managers"), in
connection with the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Joint Global Coordinators will commence the Bookbuilding
Process immediately following the release of this Announcement in
respect of the Placing. The price at which the Placing Shares are
to be placed (the "Placing Price") will be determined at the close
of the Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of the Joint Global
Coordinators and the Company. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
The Placing Shares when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Applications will be made to the London Stock Exchange for
admission to and trading on the Alternative Investment Market
("Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 14 April 2020. The Placing is
conditional upon, among other things, Admission becoming effective.
The Placing is also conditional upon the placing agreement between
the Company and the Managers (the "Placing Agreement") not being
terminated in accordance with its terms. Appendix 1 to this
Announcement sets out further information relating to the terms and
conditions of the Placing.
The person responsible for releasing this announcement is Anna
Suchopar (General Counsel and Company Secretary).
For further information:
ASOS plc Tel: 020 7756
1000
Nick Beighton, Chief Executive Officer
Mat Dunn, Chief Financial Officer
Alison Lygo, Director of Investor Relations
& Treasury
Website: www.ASOSplc.com/investors
JPMorgan Cazenove (Nominated Adviser, Joint Global Tel: 020 7742
Coordinator and Joint Corporate Broker) 4000
Michael Wentworth-Stanley / Bill Hutchings / Christopher
Wood
Numis Securities (Joint Global Coordinator and Tel: 020 7260
Joint Corporate Broker) 1000
Alex Ham / Luke Bordewich / Jamie Loughborough
/ Tom Jacob
Headland Consultancy Tel: 020 3805
4822
Susanna Voyle / Stephen Malthouse / Fay Rajaratnam
IMPORTANT NOTICES
This announcement including its Appendix (together, the
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. 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 inthe United States, Australia, Canada, Japan or
South Africa or any other state or jurisdiction. This Announcement
has not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, 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 have not been
approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, South Africa or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan,
the Republic of South Africa .
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons together being referred to
as "relevant persons"). This Announcement and the terms and
conditions set out herein must not be acted on or relied on by
persons who are not relevant persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
and the terms and conditions set out herein relates is available
only to relevant persons and will be engaged in only with relevant
persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Managers, or by any of its or 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.
J.P. Morgan, Barclays and HSBC are each authorised by the
Prudential Regulatory Authority and regulated in the United Kingdom
by the Prudential Regulatory Authority and the Financial Conduct
Authority (the "FCA"). Numis is authorised and regulated in the
United Kingdom by the FCA. BNP Paribas is lead supervised by the
European Central Bank ("ECB") and the Autorité de Contrôle
Prudentiel et de Résolution ("ACPR") (and its London Branch is
authorised by the ECB, the ACPR and the Prudential Regulation
Authority and subject to limited regulation by the FCA and the
Prudential Regulation Authority. Each of the Managers is acting
solely for the Company 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 their respective
clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Managers by FSMA or by the regulatory regime established under
it, none of the Managers nor any of their respective affiliates
accepts any responsibility whatsoever for the contents of the
information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of the
Managers or any of their respective affiliates in connection with
the Company, the Placing Shares or the Placing. The Managers and
each of their respective affiliates accordingly disclaim all and
any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by the Managers or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Managers or any of
their respective affiliates that would, or which is intended to,
permit an offering of the Placing Shares in any jurisdiction or
result in the possession or distribution of this Announcement or
any other offering or publicity material relating to Placing Shares
in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Managers to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Managers.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option 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
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to 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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and 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 Managers 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL (EACH A "RESTRICTED TERRITORY").
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX 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 INVSESTMENTS AND
ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129
AS AMED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); OR (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); 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 (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN 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
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
MENTIONED HEREIN IN THE UNITED KINGDOM, THE UNITED STATES, ANY
OTHER RESTRICTED TERRITORY OR ELSEWHERE
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
the Managers (as defined below) or any of its or their respective
affiliates or any of its or their respective agents, directors,
officers or employees which 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.
This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
None of the Company or the Managers or any of its or their
respective affiliates or any of its or their respective agents,
directors, officers or employees makes any representation or
warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an acquisition of Placing Shares.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares (the "Placing
Shares") in the capital of the Company, by making an oral or
written offer to acquire Placing Shares, including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given (the "Placees"), will be deemed: (i) to have read
and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be making such offer on the terms and
conditions 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:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; or
(b) it is and, at the time the Placing Shares are acquired, will
be either: (i) outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Rule
903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"); or (ii) a "qualified institutional buyer" (a
"QIB") as defined in Rule 144A under the Securities Act ("Rule
144A"), which is acquiring the Placing Shares for its own account
or for the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account; if
acquiring the 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 person ; or
(c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
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
to Qualified Investors, or in circumstances in which the prior
consent of the Managers (as defined below) has been given to each
such proposed offer or resale.
The Company and the Managers will rely on the truth and accuracy
of the foregoing representations, warranties and
acknowledgements.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S. Any offering to be made in
the United States will be made to a limited number of QIBs pursuant
to an exemption from registration under the Securities Act in a
transaction not involving any public offering.
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. Persons into
whose possession this Announcement comes are required by the
Company and the Managers to inform themselves about, and to
observe, any such restrictions.
Details of the Placing Agreement and the Placing Shares
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan"), and
Numis Securities Limited ("Numis"), are acting as joint global
coordinators (the "Joint Global Coordinators"), and Barclays Bank
PLC ("Barclays"), BNP Paribas ("BNP Paribas") and HSBC Bank plc
("HSBC") together with the Joint Global Coordinators are acting as
joint bookrunners (together, the "Managers") have entered into a
placing agreement (the "Placing Agreement") with the Company, under
which the Managers have severally (and not jointly or jointly and
severally) agreed, on the terms and subject to the conditions set
out therein, to use their reasonable endeavours to procure Placees
to take up the Placing Shares in such number and at such price, if
any, as may be agreed between the Managers and the Company and set
out in the executed terms of subscription (the "Terms of
Subscription") or to the extent that, following the execution of
the Terms of Subscription, any Placee defaults in paying the
Placing Price (as defined below) in respect of any of the Placing
Shares allotted to it, the Managers have severally (and not jointly
or jointly and severally) agreed to subscribe for such Placing
Shares at the Placing Price. The issue of the Placing Shares is to
be effected by way of a cashbox placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 3.5 pence each 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. The allotment and issue of the Placing
Shares will be effected by way of a placing of new Ordinary Shares
in the Company for non-cash consideration. J.P. Morgan will
subscribe for ordinary shares and redeemable preference shares in
Project ASOS Funding Limited, a Jersey incorporated wholly owned
subsidiary of the Company, for an amount approximately equal to the
net proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project ASOS Funding Limited that
will be issued to J.P. Morgan.
The proceeds raised through the Placing will be retained for the
benefit of the Company.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM market operated by the London Stock Exchange ("AIM)
("Admission").
It is expected that Admission will become effective not later
than 8.00 a.m. (London time) on 14 April 2020 (or such later time
and/or date as the Joint Global Coordinators (on behalf of the
Managers) may agree with the Company) (the "Closing Date") and that
dealings in the Placing Shares will commence at that time.
Bookbuild
The Managers will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
The Managers and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Global Coordinators are acting as joint global
coordinators and joint bookrunners, and the Joint Bookrunners are
acting as joint bookrunners, in relation to the Placing severally,
and not jointly, nor jointly and severally, as 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 Managers. Each of the Managers and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish a single price
payable in respect of the Placing Shares (the "Placing Price") to
the Managers by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing
will be agreed between the Managers and the Company following
completion of the Bookbuild. The Placing Price and the number of
Placing Shares to be issued will be announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the
"AIM Rules") following the completion of the Bookbuild.
3. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Managers. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
acquire at the Placing Price ultimately established by the Company
and the Joint Global Coordinators (on behalf of the Managers) or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Managers on the basis referred to in paragraph 6
below.
4. The Bookbuild is expected to close no later than 8:30 p.m
(London time) on 7 April 2020, but may be closed earlier or later,
at the discretion of the Managers. The Managers may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed.
5. Each Placee's allocation will be agreed by the Joint Global
Coordinators (on behalf of the Managers) and the Company and will
be confirmed to Placees orally by the relevant Manager following
the close of the Bookbuild, and a trade confirmation will be
dispatched as soon as possible thereafter. The relevant Manager's
oral confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of such Manager and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the relevant Placing Price for each such
Placing Share on the terms and conditions set out in this Appendix
and in accordance with the Company's corporate documents.
6. The Joint Global Coordinators (on behalf the Managers) will,
in effecting the Placing, agree with the Company the identity of
the Placees and the basis of allocation of the Placing Shares. The
Managers 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 it
may determine. The Managers may also, notwithstanding paragraphs 3
and 5 above, in agreement with the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with the
Joint Global Coordinators (on behalf of the Managers)) to reduce or
seek to increase the amount to be raised pursuant to the Placing,
at its absolute discretion. The acceptance of the bids shall be at
the relevant Manager's absolute discretion, subject to agreement
with the Company.
7. 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
relevant Manager's 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 relevant Manager, to pay 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 that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Manager.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Managers or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
10. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
11. 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 after confirmation (oral
or otherwise) by a Manager.
12. To the fullest extent permissible by law, none of the
Managers, the Company nor any of their respective directors,
officers, employees, agents or affiliates nor any person acting on
their respective behalf shall have any responsibility or liability
(whether in contract, tort or otherwise) to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Managers, nor the Company, nor any of their
respective directors, officers, employees, agents or affiliates nor
any person acting on their respective behalf shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the extent permissible by law, any fiduciary
duties) in respect of the Managers' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Managers
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Managers' obligations under the Placing Agreement are
conditional on customary terms and conditions, including among
others:
(a) the warranties of the Company contained in the Placing
Agreement being true and accurate and not misleading as of the date
of the Placing Agreement and the Closing Date;
(b) Admission occurring at or before 8:00 a.m. (London time) (or
such later time or date the Joint Global Coordinators (on behalf of
the Managers) may agree with the Company) on the Closing Date;
(c) the Company having complied with its obligations under the
Placing Agreement and the terms and conditions of the Placing which
fall to be performed on or prior to the Closing Date;
(d) the Terms of Subscription having been executed by the
Company and the Managers (which shall be at the absolute discretion
of the Company and the Managers);
(e) the publication by the Company of, among other
announcements, the results of the Placing through a Regulatory
Information Service; and
(f) the Company allotting, subject only to Admission, the
relevant Placing Shares in accordance with the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Global Coordinators (on
behalf of the Managers) by the relevant time or date specified (or
such later time or date as the Company and the Joint Global
Coordinators (on behalf of the Managers) may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, 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 in respect thereof.
The Joint Global Coordinators (on behalf of the Managers) may,
at their 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 contained in
the Placing Agreement save that conditions (b), (d), (e) and (f)
above may not be waived. Any such waiver will not affect Placees'
commitments as set out in this Announcement.
By participating in the Placing each Placee agrees that none of
the Managers, nor any of their respective directors, officers,
employees, agents or affiliates shall have any liability (whether
in contract, tort or otherwise) to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing 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 Global
Coordinators (on behalf of the Managers).
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Global Coordinators (on behalf of the Managers) are
entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstance,
including: (i) breach of the representation, warranties or
undertakings of the Company contained in the Placing Agreement; or
(ii) upon the occurrence, in the good faith opinion of the Joint
Global Coordinators (on behalf of the Managers), of certain
material adverse changes in the financial condition or prospects of
the Company; (iii) the appointment of J.P. Morgan as nominated
adviser is terminated for whatever reason; (iii) in the event of
certain force majeure events; or (iv) if the application for
Admission is refused by the London Stock Exchange.
Upon termination of the Placing Agreement, the parties to the
Placing Agreement shall be 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, Placees agree that the exercise
or non-exercise by any Manager of any right of termination or other
discretion arises under the Placing Agreement and neither the
Company nor the Managers need to make any reference to, or
consultation with, Placees and neither the Company nor the Managers
nor any of their respective directors, officers, employees, agents
or affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure to exercise.
Lock-up
The Company has undertaken to the Mangers that, between the date
of the Placing Agreement and 180 calendar days after the Closing
Date (inclusive), it will not, without the prior written consent of
the Joint Global Coordinators (on behalf of the Managers), enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain carve-outs agreed between the Managers
and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Coordinators (on behalf of the Managers) of any
power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the discretion of the Joint
Global Coordinators (on behalf of the Managers) and that it need
not make any reference to, or consultation with, Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent or failure to
exercise such power.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA (or any other authority) 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 contained in this Announcement. Each Placee, by
accepting a participation in the Placing, agrees that the content
of this Announcement (including this Appendix) and all other
publicly available information previously or simultaneously
published by the Company by notification to a Regulatory
Information Service or otherwise filed by the Company 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 Managers or any other person and none of the
Company, the Managers 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). Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0030927254 ) following Admission will take place in CREST,
subject to certain exceptions. The Managers and the Company reserve
the right to require settlement of, and delivery of, some or all of
the Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place
with the relevant Manager stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the Managers 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 Manager
(unless otherwise agreed).
It is expected that settlement will be on 14 April 2020 and/or
in accordance with the instructions set out in the 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 Global Coordinators (on behalf
of the Managers) may agree that the Placing Shares should be issued
in certificated form. The Managers 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 Managers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Managers 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 Managers' 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 may be required
to bear any stamp duty or stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentrary or
other similar impost, duty or tax imposed in any jurisdiction
(together with any interest, fines or penalties) which may arise
upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Managers all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Managers lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are settled 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 settled
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any other stamp duty or
stamp duty reserve tax (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue 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), neither the Managers nor the Company
shall be responsible for the payment thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Managers and the Company, in each
case as a fundamental term of its application for Placing Shares,
the following:
1 it has read and understood this Announcement in its entirety
(including this Appendix), and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2 that it has made its investment decision based solely upon its
own judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the Managers
or any other person otherwise than as set out in this
Announcement;
3 that no offering document, offering memorandum, admission
document or prospectus has been prepared in connection with the
Placing or is required under the AIM Rules, FSMA, the Prospectus
Regulation or any other applicable law and it has not received and
will not receive a prospectus or other offering document in
connection therewith;
4 that none of the Managers, the Company, nor any of their
respective affiliates or any person acting on behalf of any of them
has provided, nor will provide it, with any information regarding
the Placing Shares, the Bookbuild, the Placing or the Company other
than this Announcement; nor has it requested any of the Managers,
the Company, any of their affiliates or any person acting on behalf
of any of them to provide it with any such information;
5 that the Company's Ordinary Shares are listed on the AIM
market of the London Stock Exchange (the "Exchange") and the
Company is therefore required to publish certain business and
financial information in accordance with the Market Abuse
Regulation (EU) No.596/2014 and the rules and practices of the
Exchange (including the AIM Rules) (collectively, the "Exchange
Information"), which includes a description of the Company's
business and the Company's financial information, including balance
sheets and income statements, and similar statements for preceding
financial years and that it is able to obtain or access the
Exchange Information and that it has reviewed such Exchange
Information;
6 that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Managers, nor
their respective affiliates nor any person acting on behalf of any
of them has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously published by or on
behalf of the Company, including, but not limited to, the Exchange
Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire Placing Shares is
contained in this Announcement and any information previously or
simultaneously published by the Company by notification to a
Regulatory Information Service, such information being all that
such Placee deems necessary or appropriate and sufficient to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given, or
representations, warranties or statements made, by any of the
Managers or the Company nor any of their respective affiliates and
none or the Managers or the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
7 that it may not rely, and has not relied, on any investigation
that the Managers, any of their affiliates or any person acting on
their behalf, may or may not have conducted with respect to the
Placing Shares or the Company, and none of such persons has made
any representation, express or implied, with respect to the
Company, the Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information or any other information; each
Placee further acknowledges that it has conducted its own
investigation of the Company and the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
8 that it has conducted its own investigation with respect to
the Company and the Placing Shares, received and reviewed all
information that it believes is necessary or appropriate in
connection with its purchase of Placing Shares and made its own
assessment and has satisfied itself concerning the relevant tax,
legal, regulatory, currency and other economic considerations
relevant to its investment in the Placing Shares;
9 that none of the Managers, their respective affiliates or any
person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
10 that it is and, at the time the Placing Shares are acquired,
will be either: (i) outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Rule
903 or Rule 904 of Regulation S; or (ii) a QIB, which is acquiring
the Placing Shares for its own account or for the account of one or
more QIBs, each of which is acquiring beneficial interests in the
Placing Shares for its own account; if acquiring the Placing Shares
for the account of one or more other persons, it has sole
investment discretion with respect to each such account and full
power and authority to make the representations, warranties,
agreements and acknowledgements herein on behalf of each such
account;
11 that it: (i) has such knowledge and experience in financial,
business and international investment matters to be capable of
evaluating the merits and risks of an investment in the Placing
Shares; (ii) will not look to the Managers for all or part of any
such loss it may suffer; (iii) is able to bear the economic risk of
an investment in the Placing Shares for an indefinite period of
time; (iv) is able to sustain a complete loss of an investment in
the Placing Shares; and (v) has no need for liquidity with respect
to its investment in the Placing Shares;
12 unless otherwise specifically agreed with the Managers, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, subject to certain restrictions;
13 that the Placing Shares have not been and will not be
registered under the Securities Act and that a prospectus will not
be published in respect of any of the Placing Shares under the
securities laws or legislation of the United States or any state or
jurisdiction thereof, and that the Placing Shares have not been and
will not be registered and that a prospectus will not be published
in respect of any of the Placing Shares under the securities laws
or legislation of Australia, Canada, South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into any of
these jurisdictions or any other jurisdiction where to do so would
be unlawful;
14 that the Placing Shares are being subscribed for investment
purposes, and not with a view to offer, resell or distribute,
directly or indirectly, within the meaning of the United States
securities laws;
15 that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or directed selling efforts (as defined in
Regulation S);
16 that it is not an affiliate (as defined in Rule 501(b) under
the Securities Act) of the Company, and is not acting on behalf of
an affiliate of the Company;
17 that no representation has been made as to the availability
of any exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
18 that the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act and further agrees that so long as the
Placing Shares are restricted securities, it will segregate such
Placing Shares from any other shares in the Company that it holds
that are not restricted securities, will not deposit the Placing
Shares into any depositary receipt facility maintained by any
depositary bank in respect of the Company's ordinary shares and
will notify any subsequent transferee of such Placing Shares of the
applicable transfer restrictions;
19 that, if the Placing Shares were offered to it in the United
States, it has consulted its own independent advisors or otherwise
has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign
tax laws generally and the U.S. Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), the U.S. Investment Company Act
of 1940, as amended, and the Securities Act;
20 that either: (a) it is not and for so long as it holds the
Placing Shares (or any interests therein) will not be a "benefit
plan investor" as defined in Section 3(42) of ERISA, or a
governmental, church or non-U.S. plan which is subject to any
federal, state, local or non-U.S. law that is substantially similar
to Section 406 of ERISA or Section 4975 of the U.S. Internal
Revenue Code of 1986, as amended (the "Code") ("Similar Law"); or
(b) its acquisition, holding and disposition of the Placing Shares
will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, or, in the case
of such a governmental, church or non-U.S. plan, a violation of any
Similar Law;
21 that the allocation, allotment, issue and delivery to it of
Placing Shares or to the person specified by it as the person to
whom such Placing Shares are allocated 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 for the purposes of those
sections;
22 that it has complied with its obligations under the Criminal
Justice Act 1993, MAR, Section 118 of the Financial Services and
Markets Act 2000 (the "FSMA") and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA 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, 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;
23 that its commitment to acquire Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Managers' conduct of the Placing;
24 that it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised
to do so and has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Managers 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);
25 that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
26 that it understands that 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,
and further understands that this Announcement must not be acted on
or relied on by persons who are not Relevant Persons;
27 if it is a person in a member state of the European Economic
Area ("EEA") that it is a "qualified investor" (as defined in the
Prospectus Regulation) and, to the extent applicable, any funds on
behalf of which it is acquiring the Placing Shares that are located
in a member state of the EEA are each such a qualified investor.
For these purposes, the expression "Prospectus Regulation" means
Regulation 2017/1129 (as amended);
28 if in the United Kingdom, that it is a person: (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (iii) to whom this
Announcement may otherwise lawfully be communicated;
29 if a financial intermediary, as that term is used in Article
2(d) of the Prospectus Regulation, that the Placing Shares
purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
of the EEA other than Qualified Investors, or in circumstances in
which the prior consent of the Managers has been given to the offer
or resale;
30 that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
31 that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation and will not result in a
requirement for the publication of a prospectus pursuant to Article
3 of that Regulation;
32 that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
33 that it has complied and will comply with all applicable laws
with respect to anything done by it in relation to the Placing
Shares (including all relevant provisions of the FSMA in the United
Kingdom);
34 that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities 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;
35 that it (and any person acting on its behalf) has the funds
available to pay for, and 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 (unless otherwise agreed),
failing which the relevant Placing Shares may be placed with other
acquirers or sold as the Managers 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 may be required to bear any
stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest, fines or penalties) which may arise upon the
sale of such Placee's Placing Shares;
36 that it (and any person acting on its behalf) is entitled to
purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Managers, 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;
37 that none of the Managers, 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 and
that participation in the Placing is on the basis that it is not
and will not be a client of any Manager and that the Managers have
in connection with their participation in the Placing and that the
Mangers have no duties or responsibilities to it for providing the
protections afforded to its 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 the Managers' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
38 that the person whom it specifies as the person to whom the
Placing Shares are allocated will be: (i) itself; (ii) its nominee,
as the case may be; or (iii) a person for whom it is contracting as
agent or nominee. None of the Managers or the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and the Managers on
an after-tax basis in respect of any Indemnified Taxes;
39 that any agreements entered into by it pursuant to the terms
and conditions set out in this Appendix, 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 Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (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 Managers 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;
40 to indemnify on an after tax basis and hold the Company, the
Managers and their respective directors, officers, employees,
agents and 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;
41 that if it has received any inside information about the
Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available;
42 that the Placing Shares are expected to be issued to it through CREST;
43 where it is acquiring the Placing Shares for one or more
managed accounts, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
44 if it is a pension fund or investment company, that its
purchase of Placing Shares is in full compliance with applicable
laws and regulations; and
45 that the Company, the Managers and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each Manager on its own behalf and
on behalf of the Company and are irrevocable.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Managers and are
irrevocable.
Each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "U.S. Placee") shall
make specific representations, warranties, agreements and
acknowledgements pursuant to a U.S. investor representation letter.
Each U.S. Placee acknowledges that it will not be permitted to
purchase, subscribe for or otherwise take up Placing Shares unless
it has signed and returned such representation letter in accordance
with the terms thereof.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by a person for whom such Placee is
contracting as agent or nominee) free of UK stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person for whom it is contacting as
agent or nominee 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 may be
payable, for which neither the Company nor the Managers will be
responsible and the Placees shall indemnify the Company and the
Managers on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify the Managers accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Managers do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Managers or any of its affiliates
may, at its absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Manager, any money held in an account with such
Manager on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. Each 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 such Manager's
money in accordance with the client money rules and will be used by
such Manager in the course of its own business and the Placee will
rank only as a general creditor of such Manager.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Managers and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
All times and dates in this Announcement may be subject to
amendment. The Managers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia). This Announcement does not
contain or constitute an offer for sale or the solicitation of an
offer to purchase securities in the United States. The securities
referred to herein have not been and will not be registered under
the Securities Act, and may not be offered or sold in the United
States absent registration under the Securities Act, except
pursuant to an available exemption from, or in transaction not
subject to, the registration requirements of the Securities
Act.
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
IOESSSFIWESSEIL
(END) Dow Jones Newswires
April 07, 2020 12:59 ET (16:59 GMT)
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