TIDMGNC
RNS Number : 2254G
Greencore Group PLC
23 November 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HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,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,
JAPAN OR SOUTH AFRICA OR ANY 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
23 November 2020
Greencore Group plc
Proposed Placing of New Ordinary Shares
Greencore Group plc ("Greencore" or the "Company", and together
with its subsidiaries, the "Group") a leading manufacturer of
convenience foods in the UK, today announces its intention to
conduct a non-pre-emptive placing of new ordinary shares of GBP0.01
each in the capital of the Company (the " Placing Shares ") at the
Placing Price (as defined below) (the " Placing "). In conjunction
with the proposed Placing, certain members of the Board and the
leadership team (the "Group Leadership Team") intend to subscribe
for new ordinary shares of GBP0.01 each in the capital of the
Company (the "Subscription Shares" ) at the Placing Price (as
defined below) (the "Subscription").
It is intended that the proposed Placing and Subscription will
result in the Group raising gross proceeds of up to GBP90m. The
proposed Placing, which is being conducted by way of an accelerated
bookbuild process (the "Bookbuild"), available to qualifying new
and existing investors, will be launched immediately following this
announcement and is subject to the terms and conditions set out in
Appendix 1 to this announcement (this announcement and its
appendices, together the "Announcement"). The price at which the
Placing Shares and Subscription Shares will be placed (the "Placing
Price") will be determined at the close of the Bookbuild.
HSBC Bank plc (" HSBC "), Goodbody Stockbrokers UC ("Goodbody")
and Shore Capital Stockbrokers Limited (" Shore Capital ") are
acting as Joint Global Co-ordinators and Joint Bookrunners
(together, the "Joint Global Co-ordinators" ), with Coöperatieve
Rabobank U.A. (" Rabobank ") in cooperation with Kepler Cheuvreux
S.A. acting as Joint Bookrunner (Rabobank, together with the Joint
Global Co-ordinators, the "Banks"), in connection with the proposed
Placing.
Greencore has separately today announced its full year results
for the year ended 25 September 2020 (the "FY20 Full Year Results
Announcement "). This Announcement should be read in conjunction
with the FY20 Full Year Results Announcement.
Highlights
-- FY20 performance was materially impacted by COVID-19, with
trading in the second half of the year seeing a significant demand
reduction in food to go categories following the introduction of
the initial COVID-19 restrictions
-- The Group quickly implemented a proactive set of operational
and financial measures to protect the business from the outset of
the pandemic
-- The recovery in revenue momentum during the summer in the
Group's food to go categories was halted by the introduction of
tiered regional UK restrictions in October 2020 in response to the
resurgence of COVID-19
-- Additional mobility restrictions introduced in early November
2020 with the four-week national UK lockdown has further impacted
demand and the Group anticipates that the pandemic will continue to
have an uncertain impact on its trading environment in FY21
-- In this context, the proposed Placing allows the Group to:
o Proactively manage debt levels to ensure appropriate liquidity
and leverage headroom
o Avoid a set of further cost and capital reduction actions,
which would compromise the Group's ability to build back
effectively post-COVID-19
o Enable the Group to fully capture multiple new business
opportunities that can be absorbed into its production and
distribution network and support the commercialisation of confirmed
new food to go business wins, secured following the closure of a
traditional competitor last summer
o Continue appropriate levels of investment to drive forward its
productivity enhancement initiatives, including in automation
-- The Group today also announces revised financing agreements
and amendments on near term covenant conditions secured with the
Group's bank lending syndicate and Private Placement Note
Holders
Patrick Coveney, Chief Executive Officer commented:
"This has been an exceptionally challenging year for Greencore,
and I am enormously proud of the resilience and adaptability that
our colleagues have shown in helping to navigate the business
through the toughest trading conditions it has ever seen. Having
been designated as 'key workers', Greencore colleagues have played
an instrumental role in helping to feed the UK, and their health
and wellbeing remains our number one priority.
There is a direct correlation between the performance of food to
go and the nation's ability to move around freely. As a result,
that part of our business has been significantly impacted by the
social restrictions that have been put in place as a result of
COVID-19. However, we remain confident that demand for our food to
go categories will recover strongly as the effect of COVID-19
recedes, and were encouraged by the uplift in demand that we saw in
Q4 as the UK economy slowly reopened.
Throughout the year we have acted quickly and decisively to put
in place comprehensive sets of measures to mitigate the impact of
COVID-19 on our business. However, in light of the ongoing
uncertainty that is being caused by the current lockdown measures,
there is a strong rationale in further strengthening our balance
sheet. Today's proposed Placing achieves this.
Despite the ongoing uncertainty, we have still been able to
secure new business and extend our product range during FY20, and
our other convenience categories have delivered a solid
performance. Furthermore, our relationships with our customers are
stronger than ever before, having worked in close collaboration
with them throughout the pandemic, and they remain firmly committed
to the categories in which we operate. As such, notwithstanding the
near-term challenges, we are optimistic about the medium-term
prospects for Greencore."
FY20 Business Performance and COVID-19 Mitigating Actions
FY20 performance was materially impacted by COVID-19. Trading in
the first half of the year, prior to the impact of the pandemic,
was in-line with plan. However, following the introduction of the
initial COVID-19 restrictions, the Group saw a significant
reduction in demand in food to go categories which was only
partially offset by an increase in other convenience categories. Q3
saw the greatest impact with pro forma revenue in food to go
categories 53% below prior year levels. However, as lockdown
restrictions eased, demand for food to go categories recovered with
pro forma Group revenue for Q4 at 29% below prior year levels.
The Group took proactive action in FY20 to protect the business
following the onset of the pandemic. To adjust to demand changes,
the Group tightened its food to go production network by
temporarily suspending production at multiple locations.
Additionally, in order to maintain efficient production, the Group
moved rapidly to rationalise its product ranges with its customers.
The Group was able to manage its labour force effectively by
furloughing a substantial proportion of colleagues using the UK
Government's Coronavirus Job Retention Scheme, reducing its use of
agency workers and agreeing temporary voluntary reductions in
compensation for the Board, members of the Group Leadership Team
and the wider senior management team. The Group also deferred a
substantial portion of planned capital expenditure. The impact from
the full suite of mitigating actions taken since the pandemic began
enabled the Group to generate modestly positive Adjusted EBITDA in
Q3 and a further improvement in Q4.
In addition to the suite of operational measures taken, the
Group implemented a number of financial measures in FY20, including
the suspension of dividend payments (FY20 and interim FY21) and the
deferral of cash contributions to defined benefit pension
schemes.
The Group also strengthened its balance sheet by securing the
support of its banking syndicate and its Private Placement Note
Holders. Greencore secured agreement with its bank lending
syndicate in May 2020 and its Private Placement Note Holders in
July 2020 to waive the Net Debt: EBITDA covenant condition for the
September 2020 and March 2021 test periods. In March 2020, the
Group also entered into a new revolving credit bank facility of
GBP75m and in May 2020, confirmed its eligibility under the Covid
Corporate Financing Facility (the "CCFF") scheme.
Current Trading
The recent resurgence of COVID-19 cases across the UK led to the
introduction of tiered regional restrictions in October 2020 and
this hampered the recovery in demand in food to go categories that
had been evident at the end of FY20. In the first five weeks of
FY21 (to 30 October 2020), the Group's food to go pro forma revenue
was approximately 22% below prior year levels.
Further mobility restrictions were reintroduced in early
November 2020 for a planned four-week period of UK nationwide
lockdown. In the first two weeks affected by the nationwide
lockdown, demand in the Group's food to go categories reduced to
approximately 26% below prior year levels.
The recent COVID-19 resurgence and evolving policy response has
increased uncertainty in the Group's trading environment for the
remainder of FY21.
Reasons for the Placing
In light of current lockdown restrictions and uncertain future
trading conditions, the Group has stress-tested planning and
modelling assumptions and modelled multiple scenarios,
incorporating different projections on post lockdown recovery,
potential further lockdown(s) and further operational disruption.
The Board is in agreement that, given the near-term uncertainty,
the Group's balance sheet would now benefit from strengthening by
way of additional financing and is therefore proposing to raise up
to GBP90m of new equity as part of a suite of operational and
financing measures to further strengthen liquidity and leverage,
better position the Group to rebound strongly from the pandemic and
secure further growth opportunities.
Operational Measures
The Group has already adopted a number of mitigating actions to
protect the business, which include optimisation of production
shifts, with immediate use of new UK Government furlough
arrangements across the network, the elimination of any
discretionary spending, continuation of pay freezes and a c.GBP10m
reduction in planned capital expenditure in FY21. The Board
believes that if further actions, beyond those outlined, were
implemented it would inhibit the speed and ability of the Group to
recover from the pandemic and the potential to generate long-term
shareholder value.
Financing Measures
The Group announces today that it has secured further support
from its bank lending syndicate and its Private Placement Note
Holders, including an amendment to the June 2021 Net Debt: EBITDA
covenant test and a reduction in the minimum liquidity requirement
for FY21. The Group has:
-- Extended the maturity of its GBP75m revolving credit bank
facility by two years to March 2023
-- Refinanced the Group's GBP50m bilateral loan for a new
three-year term maturing in January 2024
-- Amended the EBITDA: Interest covenant condition for the March
2021 test period from 3.0x to 2.0x
-- Amended the Net Debt: EBITDA covenant test at June 2021 from 4.25x to 5.0x
-- Reduced the minimum liquidity requirement on cash and undrawn
facilities to GBP70m for FY21, from a range of GBP100-125m
-- Increased the maximum net debt requirement to GBP550m to May
2021, and GBP500m to September 2021, from a range of
GBP450-550m
The agreement with the bank lending syndicate and the Private
Placement Note Holders is not conditional on the proposed
Placing.
The CCFF remains a potential source of liquidity for the Group,
however, since year end the scheme is now subject to additional
qualifying conditions and review prior to any prospective issuance.
The Group has not reconfirmed its continued eligibility for the
scheme under these new qualifying conditions. The scheme has a
closing date for issuing commercial paper of 22 March 2021.
Proposed Placing
Greencore intends to use a significant portion of the proceeds
of the proposed Placing to repay sums owing on its revolving credit
bank facility and the remainder for general corporate purposes. The
proposed Placing is expected to enable the Group to: proactively
manage debt levels to ensure appropriate liquidity and leverage
headroom; avoid a set of further cost and capital reduction actions
now which would compromise its ability to rebound effectively post
COVID-19; enable the Group to fully deliver new business already
landed and pursue incremental opportunities in negotiation for
FY21; and to continue appropriate levels of investment to drive
forward its productivity enhancement initiatives, including in
automation.
Medium-Term Recovery
The Group's agile business model, deep customer relationships
and the strength of its product ranges mean it is well positioned
to take advantage of recovering trading conditions as they occur.
In particular, this will be supported by increased demand in food
to go categories as mobility and other restrictions are eased. The
Board believes that Greencore is well positioned in more attractive
food to go categories and will be supported by continued growth in
its other convenience categories.
New food to go business wins already secured following the exit
of Adelie Foods from the market earlier this year and multiple
other new business opportunities will help underpin the build back
in Group revenue. These include further expansion with new and
existing sandwich customers in a consolidating supply market, and
continued category extension with multiple existing customers in
salads and snacking. Additionally, the Group will target further
category and channel expansion across multiple existing and new
customers.
Shareholder Consultation
Greencore acknowledges that it is seeking to issue Placing
Shares and Subscription Shares amounting to more than 5% of its
existing issued ordinary share capital (but less than 19.96%) on a
non-pre-emptive basis and therefore has consulted with the
Company's major institutional shareholders ahead of the release of
this Announcement. The Placing and Subscription structure, which is
in-line with the latest recommendations of the Pre-emption Group,
has been chosen as it minimises cost, time to completion and
management distraction during a time of unprecedented challenges
for the Group. The consultation has confirmed the Board's unanimous
view that given the current market environment, the Placing and
Subscription structure is in the best interest of shareholders, as
well as wider stakeholders in Greencore.
Details of the Placing
Together, the total number of Placing Shares and the
Subscription Shares will not exceed 89,036,160 ordinary shares,
representing approximately 19.96% of the Company's existing issued
share capital.
The proposed Placing will be conducted through the Bookbuild ,
which will be launched immediately following the release of this
Announcement. The Placing is subject to the terms and conditions
set out in the Appendix to this Announcement. The price per
ordinary share at which the Placing Shares are to be placed will be
the Placing Price and will be determined at the close of the
Bookbuild.
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 Banks and the
Company. Details of the Placing Price and the number of Placing
Shares and Subscription Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares and the Subscription 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 (i) to the Financial Conduct Authority
(the "FCA" ) for admission of the Placing Shares and the
Subscription Shares to the premium listing segment of the Official
List of the FCA; and (ii) to London Stock Exchange plc for
admission of the Placing Shares to trading on its main market for
listed securities (together, "Admission" ).
Settlement for the Placing Shares and the Subscription Shares
and Admission are expected to take place on or before 8:00am on 26
November 2020. The Placing and the Subscription is conditional
upon, among other things, Admission becoming effective. The Placing
and the Subscription are also conditional upon the placing
agreement between the Company and the Banks (the "Placing
Agreement" ) not being terminated in accordance with its terms. The
Appendix to this Announcement sets out further information relating
to the terms and conditions of the Placing. By choosing to
participate in the Placing and by making an oral and legally
binding offer to acquire the Placing Shares, investors will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties, indemnities, acknowledgments and
undertakings contained in the Appendix.
For further information, please contact:
Patrick Coveney Chief Executive Officer Tel: +353 (0) 1 486 3313
Emma Hynes Chief Financial Officer Tel: +353 (0) 1 486 3307
Jack Gorman Head of Capital Markets Tel: +353 (0) 1 486 3308
HSBC - Joint Global Co-ordinator and Tel: +44 (0) 20 7991
Joint Bookrunner 8888
Mark Dickenson
Adam Miller
James Hopton
Robert Baker
Goodbody - Joint Global Co-ordinator Tel: +353 (0) 1 667
and Joint Bookrunner 0420
David Kearney
John Flynn
Edel O'Reilly
Ronan Bransfield
Shore Capital - Joint Global Co-ordinator Tel: +44 (0) 20 7408
and Joint Bookrunner 4050
Malachy McEntyre
Henry Willcocks
Hugh Morgan
James Thomas
Rabobank - Joint Bookrunner Tel: +31 30 7124783
Willem Kröner
Mathijs van der Meer
Greenhill - Independent Financial Adviser Tel: +44 (0) 20 7198
7400
Seamus Moorhead
David Wyles
Dean Rodrigues
Powerscourt Tel: +44 (0) 20 7250
1446
Rob Greening
Sam Austrums
Drury Communications Tel: +353 (0) 1 260
Billy Murphy 5000
Louise Walsh
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014)
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing, with the result that certain persons became aware
of inside information relating to the Company and its securities,
as permitted by MAR. That inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities. The
person responsible for arranging release of this Announcement on
behalf of Greencore is Jolene Gacquin, Company Secretary of
Greencore. The date and time of this Announcement are the same as
the date and time it has been communicated to the media. This
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 or the district of Columbia (collectively, the "United
States", Australia, Canada, Japan or South Africa or any other
state or jurisdiction in which publication, release or distribution
would be unlawful (each a "Restricted Territory"). This
Announcement is for information purposes only and does not
constitute or form part of 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 or South Africa or any other state or jurisdiction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. This
Announcement has not been approved by the London Stock Exchange,
nor is it intended that it will be so approved.
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 or
sold, 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 are being
offered and sold by the Company (a) outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities
Act) ("QIBs") in transactions not involving any "public offering"
within the meaning of Section 4(a)(2) of the Securities Act
pursuant to a transaction exempt from the registration requirements
of the Securities Act and/or pursuant to another exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. A potential Placee (as defined below) and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are acquired will be, (i) outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
or (ii) (a) a QIB and (b) acquiring the Placing Shares pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act. In addition,
the Subscription Shares are being offered and sold by the Company
only outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S. No public offering of securities
is being made in the United States. No money, securities or other
consideration from any person inside the United States is being
solicited and, if sent in response to the information contained in
this Announcement, will not be accepted.
Neither the Placing Shares or the Subscription Shares have 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
Placing, the Subscription or the Placing Shares or the Subscription
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, or South Africa.
No public offering of the Placing Shares or Subscription Shares
is being made in Ireland, the European Economic Area, the United
Kingdom, any Restricted Territory or elsewhere. All offers of the
Placing Shares and Subscription 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.
Members of the public are not eligible to take part in the
Placing. 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. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice. 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 "); (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
(c) persons to whom it may otherwise be lawfully communicated; (all
such persons referred to in (a), (b) and (c), 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.
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 South Africa in relation to the Placing
Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, Canada, South
Africa or Japan. 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, South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an offering memorandum, an
advertisement or a public offering of any securities referred to
herein in any province or territory of Canada. In Canada, no
prospectus has been filed with any securities commission or similar
regulatory authority in respect of the securities referred to
herein. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the securities referred to
herein and any representation to the contrary is an offence.
The offering of any securities in Canada will be made on a
private placement basis only in the provinces of Alberta, Ontario
and Québec (the " Canadian Jurisdictions ") to persons permitted to
purchase such securities as identified and selected by the Banks.
In Canada, this Announcement may be delivered, and securities
referred to herein may be offered or sold, only to persons that are
in the Canadian Jurisdictions and are (a) "accredited investors" as
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act
(Ontario), and (b) "permitted clients" as defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any other person who receives
this Announcement should not rely or act upon it.
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
Banks and by Greenhill & Co. International LLP ("Greenhill")
and/or by any of their respective directors, officers, employees,
affiliates and/or agents, or any person acting on its or their
behalf, 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.
HSBC is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA .
Goodbody is authorised and regulated in Ireland by the Central Bank
of Ireland and is also subject to limited regulation by the FCA.
Shore Capital is a member of the London Stock Exchange and is
authorised and regulated in the United Kingdom by the FCA. Rabobank
is authorised by the Dutch Central Bank (De Nederlandsche Bank),
regulated by the Netherlands Authority for the Financial Markets
(Authoriteit Financiële Markten, AFM) and subject to limited
regulation in the United Kingdom by the FCA and PRA in respect of
its UK activities. Greenhill is authorised and regulated in the
United Kingdom by the FCA. Each of the Banks and Greenhill is
acting solely for the Company and no one else in connection with
this Announcement and the Placing and will not regard any other
person as their respective client, nor be responsible to anyone
(including any Placees (as defined below)) other than the Company
for providing the protections afforded to their respective clients
nor for providing advice, in relation to the Placing, the contents
of this Announcement and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on the Banks and/or Greenhill by FSMA or
by the regulatory regime established under it, none of the Banks
nor Greenhill nor any of their respective directors, officers,
employees, affiliates and/or agents accept 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 Banks and/or Greenhill and/or any of
their respective directors, officers, employees, affiliates and/or
agents in connection with the Company, the Placing Shares or the
Placing. The Banks, Greenhill and each of their respective
directors, officers, employees, affiliates and/or agents
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 Banks, Greenhill
and/or any of their respective directors, officers, employees,
affiliates and/or agents as to the accuracy, completeness or
sufficiency of the information contained in this Announcement. None
of the Banks nor Greenhill are acting for the Company with respect
to the Subscription.
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, the Banks, Greenhill
and/or any of their respective directors, officers, employees,
affiliates and/or agents, or any person acting on its or their
behalf, 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, the Banks and Greenhill 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. The Company, its directors, the Banks,
Greenhill, their respective affiliates and any person acting on its
or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules, MAR, the DTRs, the rules of the
London Stock Exchange or the FCA.
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 Company, the Banks and/or
Greenhill.
The information in this Announcement may not be forwarded or
distributed to any other person(s) 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. The contents of this Announcement are not
to be construed as legal, business, financial or tax advice. 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,
and consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice. The price and value of securities, and any income
expected from them, can go down as well as up. Past performance is
not a guide to future performance.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks, and any of
their respective affiliates or any person acting on its or their
behalf , may take up a portion of the shares of the Company in the
Placing in a principal position and in that capacity may retain,
purchase or sell for its own account such shares and other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks or any of their respective
affiliates or any person acting on its or their behalf. In
addition, any Bank or any of their respective affiliates or any
person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such Bank(s) or
any of their respective affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. None of
the Banks, nor any of their
respective affiliates nor any person acting on its or their
behalf intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares to be issued pursuant to the Placing and the
Subscription Shares to be issued pursuant to the Subscription will
not be admitted to trading on any stock exchange other than the
main market for listed securities of the London Stock Exchange.
The most recent Annual Report and other information relating to
the Company are available on the Greencore website at
www.Greencore.com . 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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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 Banks 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.
This Announcement references Pro Forma Revenue Growth, Adjusted
EBITDA and Net Debt, which are non-IFRS measures. Greencore
believes these non-IFRS measures provide useful historical
information to help investors evaluate the performance of the
underlying business and are measures commonly used by certain
investors and security analysts for evaluating the performance of
the Group. Although Greencore believes these financial measures are
important in evaluating the Group, they are not intended to be
considered in isolation or as a substitute for, or superior to,
financial information prepared and presented in accordance with
IFRS. They are not recognised measures under IFRS and do not have
standardised meanings prescribed by IFRS. These measures may be
different from non-IFRS financial measures used by other companies,
limiting their usefulness for comparison purposes. Moreover,
presentation of these measures may be provided for year-over-year
comparison purposes, and investors should be cautioned that the
effect of the adjustments thereto provided herein have an actual
effect on the operating results of the Group. Further information
on each of these non-IFRS measures, including applicable
definitions, reconciliations and comparisons against prior periods
is available in the Full Year Results Announcement.
Appendix 1 - Terms and Conditions of the Placing for invited
placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
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:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
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 MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
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 UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
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 IS BEING MADE (A)
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN
AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN
THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY
"PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND/OR PURSUANT TO ANOTHER
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING
OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE
UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY
(AS DEFINED BELOW) OR ELSEWHERE.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy, acquire or subscribe for
securities referred to herein in any jurisdiction including,
without limitation, the United States or any other Restricted
Territory (as defined below) or in any jurisdiction where such
offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, South Africa or
Japan or in any jurisdiction in which such publication or
distribution is unlawful (each a "Restricted Territory"). 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, the
Banks nor any of its or their respective Affiliates nor any person
acting on its or their behalf 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.
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 Banks to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. 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.
The Placing has not been approved and will not be approved or
disapproved by the U.S. 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 unlawful.
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.
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 any
Bank or any of their respective Affiliates or any person acting on
its or their behalf 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) 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.
None of the Company, the Banks nor any of its or their
respective Affiliates nor any person acting on its or their behalf
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 investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) 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 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;
(b) it is and, at the time the Placing Shares are acquired, will
be, (i) outside the United States and acquiring the Placing Shares
in an "offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB that has executed and delivered, or
will execute and deliver, a US Investor Letter, and (b) acquiring
the Placing Shares pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not
been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States; 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 account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) 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 the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Banks has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence the
Bookbuild to determine demand for participation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
HSBC, Goodbody and Shore Capital are acting as joint global
co-ordinators and joint bookrunners, and Rabobank is acting as
joint bookrunner, in each case in connection with the Placing. The
Banks have today entered an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out
therein, each of the Banks, each as agent for and on behalf of the
Company, will agree to use its respective reasonable endeavours to
procure Placees for the Placing Shares at a price determined
following completion of the Bookbuild, and, subject to agreement
with the Company as to the number and price of the Placing Shares
to be placed with the Placees, to the extent that such Placees fail
to pay for any of the Placing Shares, to acquire those Placing
Shares which Placees fail to pay for.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of an agreement between the Company and the Banks
recording the final details of the Placing (the "Pricing
Agreement"). The timing of the closing of the book and allocations
are at the discretion of the Company and the Joint Global
Co-ordinators. Details of the Placing Price and the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The total number of shares to be issued pursuant to the Placing
and the Subscription together shall not exceed 89,036,160 Ordinary
Shares, representing approximately 19.96 % of the Company's
existing issued Ordinary Share capital.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Goodbody will
subscribe for redeemable preference shares in Grappa Finance
Limited (" JerseyCo "), a 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 redeemable A preference share in JerseyCo that will be
issued to Goodbody and the issue, at Goodbody's direction, of
certain preference shares to the Company.
Application for admission to trading
The Company will apply to 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 ("Admission"). It
is expected that Admission will become effective at 8.00 a.m. on 26
November 2020 (or such later date as may be agreed between the
Company and the Joint Global Co-ordinators).
Participation in, and principal terms of, the Placing
1. HSBC, Goodbody and Shore Capital are acting as joint global
co-ordinators and joint bookrunners, and Rabobank is acting as
joint bookrunner, on 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 Banks. Each of the
Banks, their respective Affiliates and any person acting on its or
their behalf are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks 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 Banks and the
Company following completion of the Bookbuild. The Placing Price
and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Banks on the basis referred to in
paragraph 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 7:00 a.m.
(London time) on 24 November 2020 but may be closed earlier or
later, at the discretion of the Joint Global Co-ordinators and the
Company. The Joint Global Co-ordinators may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be agreed between the Joint
Global Co-ordinators (in consultation with Rabobank) and the
Company and will be confirmed to Placees orally or in writing by
the relevant Bank, acting as agent of the Company, following the
close of the Bookbuild, and a contract note will be dispatched as
soon as possible thereafter. Subject to paragraph 8 below, the
relevant Bank's oral or written 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
Bank 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 articles of association.
6. Subject to paragraphs 2 and 3 above, the Joint Global
Co-ordinators (in consultation with Rabobank) will, in effecting
the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down
any bids for this purpose on such basis as it may determine. The
Joint Global Co-ordinators (in consultation with Rabobank) may
also, notwithstanding paragraphs 3 and 4 above (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 acceptance of offers shall be at the absolute
discretion of the Joint Global Co-ordinators (in consultation with
Rabobank) , subject to agreement with the Company. If within a
reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act; and (b)
in the United States only to persons reasonably believed to be QIBs
in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act,
or in a transaction not subject to, the registration requirements
of the Securities Act. A potential placee and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, either: (i) outside the United
States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and pursuant to, Regulation S under the
Securities Act; or (ii) (a) a QIB that has executed and delivered,
or will execute and deliver, a US Investor Letter, and (b)
acquiring the Placing Shares pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not
been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States. With respect
to (ii) above, it is acquiring the Placing Shares for its own
account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States, and it has full
power to make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements herein on behalf of
each such account.
8. 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 Bank'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 Bank, 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 Bank. The Company shall allot such Placing Shares to each
Placee following each Placee's payment to the relevant Bank of such
amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
11. 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 "Termination of the Placing Agreement".
12. 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 Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company nor any of their respective Affiliates, nor any person
acting on its or their behalf shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Banks,
nor the Company nor any of their respective Affiliates, nor any
person acting on its or their behalf shall have any responsibility
or liability (including to the fullest extent permissible by law,
any fiduciary duties) in respect of the Banks' conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Banks 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 Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
1. the Pricing Agreement having been executed by the Company and the Banks;
2. the release by the Company of the Placing Results Announcement;
3. the Company having allotted the Placing Shares, subject only
to Admission and the Placing Agreement not having been terminated
prior to Admission, to the Placees;
4. the delivery to the Banks of customary documentation in connection with the Placing;
5. none of the warranties on the part of the Company in the
Placing Agreement being untrue, inaccurate or misleading (i) as at
the date of the Placing Agreement; (ii) as at the time the Pricing
Agreement is executed; and (iii) immediately prior to Admission, in
each case by reference to the facts and circumstances then
subsisting;
6. the Subscription and Transfer Agreement having been executed
by the parties thereto and not having been breached by the Company
or JerseyCo;
7. the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Admission and not being
in breach of the Placing Agreement;
8. there not having occurred a material adverse change in
relation to the Company or the Group at any time prior to
Admission; and
9. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 26 November 2020, or such later time and/or
date (being not later than 3:00 p.m . on 3 December 2020) as the
Company and the Joint Global Co-ordinators may agree in
writing.
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 Co-ordinators by the
relevant time or date specified (or such later time or date as the
Company and the Joint Global Co-ordinators 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 Co-ordinators may, at their discretion and upon
such terms as they think fit, extend the time for the satisfaction
of any condition or waive compliance by the Company with the whole
or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement (other than those conditions
described in points 1 to 3 (inclusive) and 9 above, which may not
be waived). Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Banks, their respective Affiliates nor any person
acting on its or their behalf shall have any liability or
responsibility 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 nor for
any decision it 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 Global Co-ordinators.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Joint Global Co-ordinator is entitled, at any time before
Admission, to terminate its obligations under the Placing Agreement
in accordance with its terms in certain circumstances, including,
inter alia, if: (i) there has been a breach by the Company of any
of the warranties or any failure by the Company to perform any of
its obligations contained in the Placing Agreement; (ii) there has
been a material adverse change in relation to the Company or the
Group; (iii) the application for Admission is withdrawn or refused
by the FCA or the London Stock Exchange; or (iv) upon the
occurrence of certain force majeure events.
If circumstances arise that would allow a Joint Global
Co-ordinator to terminate the Placing Agreement, they may
nevertheless determine to allow Admission to proceed. In addition,
if not all Joint Global Co-ordinators give notice to terminate the
Placing Agreement in circumstances where they are able, the Joint
Global Co-ordinators who do not give such notice, and Rabobank, may
allow Admission to proceed and will assume the obligations which
remain to be performed under the Placing Agreement by the Joint
Global Co-ordinator who has given notice to terminate.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
or written confirmation by the Banks following the close of the
Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by any Joint Global Co-ordinator of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of such Joint Global Co-ordinator
or for agreement between the Company and the Joint Global
Co-ordinators (as the case may be) and that neither the Company nor
the Banks need make any reference to, or consultation with, Placees
and that neither they nor any of their respective Affiliates nor
any person acting on its or their behalf shall have any liability
to Placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Central Bank
of Ireland or the FCA (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement, and any Exchange
Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the
contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or any of the Banks or their respective Affiliates or any person
acting on its or their behalf. None of the Banks, the Company,
their respective Affiliates or any person acting on its or their
behalf 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). By participating in the Placing, 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.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after (but
including) the date of Admission, it will not, without the prior
written consent of the Joint Global Co-ordinators, directly or
indirectly issue or allot Ordinary Shares, subject to customary
exceptions and waiver by the Joint Global Co-ordinators.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the aforementioned undertaking by the Company shall be within
the absolute discretion of the Joint Global Co-ordinators and that
they need not make any reference to, or consultation with, Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
IE0003864109) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not 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
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bank and settlement instructions. Placees
should settle against CREST ID: 432 . It is expected that such
contract note will be despatched on or around 24 November 2020 and
that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Goodbody as agent for the Company and Goodbody will
enter its delivery (DEL) instruction into the CREST system.
Goodbody will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 26 November 2020 on a
T+2 basis in accordance with the instructions given to the
Banks.
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 Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks 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 Group's 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 shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities,
transfer, registration, execution, documentary or other similar
impost, duty or tax (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to Irish stamp
duty. If there are any circumstances in which any other stamp duty
or, stamp duty reserve tax or any other tax of a similar nature
(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 Irish
stamp duty is payable in connection with any subsequent transfer of
or agreement to transfer Placing Shares), neither the Banks nor the
Company shall be responsible for the payment thereof.
Representations and warranties
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 Banks (in their capacity as joint
global co-ordinators and/or joint bookrunners (as applicable), as
placing agents of the Company in respect of the Placing and as
underwriters of the Placing Shares) 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
and that its acquisition 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 and that 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 Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. that no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the Prospectus Regulation and it
has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. that the Ordinary Shares are listed on the Official List of
the FCA 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 MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes the Results Announcement and a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for
preceding financial years and that it has reviewed such Exchange
Information and that it is able to obtain or access such Exchange
Information;
4. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
has provided, and none of them will provide, it with any material
or information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement and the Results Announcement, such information being
all that it deems necessary to make any investment decision in
respect of the Placing Shares, nor has it requested any of the
Banks, the Company, nor any of their respective Affiliates nor any
person acting on its or their behalf to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks, 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; and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks nor any of
their respective Affiliates nor any person acting on its or their
behalf has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any 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 any information previously published by or on
behalf of the Company or otherwise;
7. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange
Information, that it received and reviewed all information that it
believes is necessary or appropriate 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 investigations,
representations, warranties or statements made by the Banks or the
Company and none of the Banks, the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that none of the Banks nor any of
their Affiliates nor any person acting on its or their behalf have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by any of the
Banks, their respective Affiliates or any person acting on its or
their behalf and understands that (i) none of the Banks, their
respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for public information or any
representation; (ii) none of the Banks, their respective Affiliates
nor any person acting on its or their behalf has or shall have any
liability for any additional information that has otherwise been
made available to such Placee, whether at the date of publication,
the date of this document or otherwise; and that (iii) none of the
Banks, their respective Affiliates nor any person acting on its or
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
9. that the allocation, allotment, issue and delivery 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 it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability 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;
10. it acknowledges that no action has been or will be taken by
the Company, the Banks, their respective Affiliates or any person
acting on its or their behalf that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any
country or jurisdiction;
11. that it and any person acting on its behalf is entitled to
acquire 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 Banks, the Company or any of their
respective Affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation 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;
14. 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, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company 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);
15. if in a member state of the EEA (including, for these
purposes, the United Kingdom), that it is a Qualified Investor;
16. if in the United Kingdom, that it is a Relevant Person and
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
17. 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;
18. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes 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;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
22. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons 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 FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA (including, for these purposes,
the United Kingdom) who are Qualified Investors and represents,
warrants and undertakes 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 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;
24. 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 and
agrees that this Announcement has not been approved by any of the
Banks in their respective capacity as an authorised person under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing
Shares;
26. if it has received any inside information (as defined under
MAR) 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 except as permitted by the
MAR, prior to the information being made publicly available;
27. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the acquisition and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty, stamp duty reserve tax or any other tax of a similar
nature (together with any interest, fines or penalties) due
pursuant to the terms set out or referred to in this Announcement
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. that none of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf, is making
any recommendations to it, or advising it regarding the suitability
or merits 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 the Banks and that the
Banks do not have any 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 the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Company, the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Company, the Banks,
their respective Affiliates and any person acting on its or their
behalf in respect of the same on an after-tax basis on the basis
that the Placing Shares will be allotted to the CREST stock account
of Goodbody who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
32. that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company 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;
33. that each of the Banks, the Company, their respective
Affiliates and any person acting on its or their behalf will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Banks and the Company to produce this
Announcement and the Results 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;
34. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on its or their behalf harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it 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;
35. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Banks as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
36. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note 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 Banks' conduct of the
Placing;
37. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for,
acquiring or purchasing the Placing Shares, (ii) it 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 participating in, and is able to sustain a
complete loss in connection with, the Placing, (iii) it has relied
on its own examination, due diligence and analysis of the Company
and its Affiliates taken as a whole, including the markets in which
the Group operates, and the terms of the Placing, including the
merits and risks involved and not upon any view expressed or
information provided by or on behalf of the Banks, (iv) it has had
sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant
to such investment and has so conducted its own investigation to
the extent it deems necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an investment
in the Placing Shares involves a considerable degree of risk and
(vi) it will not look to the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf
for all or part of any such loss or losses it or they may
suffer;
38. it acknowledges and agrees that none of the Banks or the
Company, nor any of their respective Affiliates nor any person
acting on its or their behalf, owe any fiduciary or other duties to
it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
39. understands and agrees that it may not rely on any
investigation that any of the Banks, their respective Affiliates or
any person acting on its or their behalf may or may not have
conducted with respect to the Company and its Affiliates or the
Placing and each of the Banks has not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the subscription for or purchase or acquisition of the
Placing Shares, or as to the condition, financial or otherwise, of
the Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, any of the Banks, their respective
Affiliates or any person acting on its or their behalf for the
purposes of this Placing;
40. it acknowledges and agrees that it will not hold any of the
Banks, any of their respective Affiliates or any person acting on
its or their behalf responsible or liable for any misstatements in
or omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group and that no such person makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information or accepts any
responsibility for any of such information;
41. that in connection with the Placing, each of the Banks and
any of their respective Affiliates and any person acting on its or
their behalf may acquire a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks or any of their respective
Affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition certain of the Banks,
any of their respective Affiliates and any person acting on its or
their behalf may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. None of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
42. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Bank(s). The Bank(s) reserve(s) the right to take up a portion of
the securities in the Placing in a principal position at any stage
at their sole discretion and will, inter alia, take account of the
Company's objectives, MiFID II requirements and/or their allocation
policies;
43. it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of the United States, Australia, Canada, South
Africa or Japan and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, South Africa or Japan or in any country or jurisdiction
where any action for that purpose is required;
44. it understands and acknowledges that the Placing Shares are
being offered and sold by the Company (a) outside the United States
in offshore transactions as defined in, and pursuant to, Regulation
S; and (b) in the United States only to persons reasonably believed
to be QIBs in transactions not involving any "public offering"
within the meaning of Section 4(a)(2) of the Securities Act
pursuant to an exemption from the registration requirements of the
Securities Act, or in a transaction not subject to, the
registration requirements of the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are acquired will be, either: (i) outside
the United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and pursuant to, Regulation S; or (ii)
(a) a QIB that has executed and delivered, or will execute or
deliver, and agrees to be bound to the terms of, the US Investor
Letter, and (b) acquiring the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act, acknowledging
that the Placing Shares have not been, and will not be, registered
under the Securities Act or with any state or other jurisdiction of
the United States. With respect to (ii) above, a potential Placee
is acquiring the Placing Shares for its own account or for one or
more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection
with the distribution thereof in whole or in part, in the United
States, and it has full power to make the representations,
warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account;
45. 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 for so long as the Placing
Shares are "restricted securities", it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer;
46. it will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any Placing Shares
except: (a) outside the United States in "offshore transactions"
defined in, and in accordance with, Regulation S; (b) in the United
States to a person that it and any person acting on its behalf
reasonably believes is a QIB who is purchasing for its own account
or for the account of another person who is a QIB pursuant to Rule
144A under the Securities Act (it being understood that all offers
or solicitations in connection with such a transfer are limited to
QIBs and do not involve any means of general solicitation or
general advertising); (c) pursuant to Rule 144 under the Securities
Act (if available); or (d) pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and, if the Company shall so require, subject to
delivery to the Company of an opinion of counsel (and such other
evidence as the Company may reasonably require) that such transfer
or sale is in compliance with the Securities Act, in each case in
accordance with any applicable securities laws of any state or
other jurisdiction of the United States; and that that it will
notify any transferee to whom it subsequently reoffers, resells,
pledges or otherwise transfers the Placing Shares of the foregoing
restrictions on transfer; and
47. that no representation has been made as to the availability
of the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on its or their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or these Terms and Conditions.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of Irish stamp duty 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. None of the Company, the Banks nor their respective
Affiliates nor any person acting on its or their behalf will be
responsible for any Irish stamp duty or other similar taxes
(including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, 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.
Neither the Banks, the Company, nor their respective Affiliates nor
any person acting on its or their behalf will be liable to bear any
stamp duty (including, or the avoidance of doubt, Irish stamp
duty), stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes)
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of Ireland.
Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such transfer taxes undertakes to pay such
transfer taxes forthwith, and agrees to indemnify on an after-tax
basis and hold the Banks and/or the Company (as the case may be)
and their respective Affiliates and any person acting on its or
their behalf harmless from any such transfer taxes, and all
interest, fines or penalties in relation to such transfer taxes.
Each Placee should, therefore, take its own advice as to whether
any such transfer tax liability arises.
Miscellaneous
Each Placee acknowledges and is aware that the Banks are
receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Banks, any money held in an account with
any of the Banks on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Joint Global Co-ordinators and the Company (in
their absolute discretion). The Banks shall notify the Placees and
any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Banks.
This Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to acquire or subscribe for shares pursuant to the
Bookbuild and/or the Placing will be governed by English law and
the English courts shall have exclusive jurisdiction in relation
thereto except that proceedings may be taken by the Company or the
Banks 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.
Each Placee may be asked to disclose in writing or orally to the
Banks:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2 - Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP ", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"US$" , "$" or "dollars" are to the lawful currency of the
United States of America;
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities;
"Affiliate" of any person means any other person that, directly
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such person and
specifically includes subsidiaries, branches, associated companies
and holding companies and the subsidiaries of such holding
companies, branches, associated companies and subsidiaries; and for
these purposes "controlling person" means any person who controls
any other person; "control" (including the terms "controlling",
"controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the
direction of the management, policies or activities of a person
whether through the ownership of securities, by contract or agency
or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective
directors, officers, employees, agents or advisers of all such
persons;
"Announcement" means this announcement and its appendices;
"Banks" means HSBC, Goodbody, Shore Capital and Rabobank;
"Bookbuild" means the bookbuilding process to be commenced by
the Banks to use reasonable endeavours to procure placees for the
Placing Shares and set the Placing Price, as described in this
Announcement and subject to the terms and conditions set out in
this Announcement and the Placing Agreement;
"Company" means Greencore Group plc;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"FCA" or "Financial Conduct Authority" means the UK Financial
Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Goodbody" means Goodbody Stockbrokers Unlimited Company;
"Group" means the Company and its subsidiary undertakings;
"HSBC" means HSBC Bank plc;
"JerseyCo" means Grappa Finance Limited;
"Joint Global Co-ordinators" means HSBC, Goodbody and Shore
Capital;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"MAR" or "Market Abuse Regulation" means the Market Abuse
Regulation (EU) No.596/2014;
"Ordinary Share" means an ordinary share of GBP0.01 each in the
capital of the Company;
"Placee" means a person procured by a Bank to acquire Placing
Shares;
"Placing" has the meaning given in paragraph 1 of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Placing Share as may be
agreed between the Banks and the Company and as may be specified in
the executed Pricing Agreement;
"Placing Results Announcement" means the announcement published
by the Company confirming the results of the Placing on a
Regulatory Information Service immediately following the execution
of the Pricing Agreement;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential
Regulation Authority;
"Pricing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"Rabobank" means Coöperatieve Rabobank U.A.;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Results Announcement" means the announcement entitled "Full
Year Results Statement for the year ended 25 September 2020" to be
published by the Company in connection with the Group's results for
the year ended 25 September 2020 on a Regulatory Information
Service on the business day after the date of the execution of the
Placing Agreement;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"Shore Capital" means Shore Capital Stockbrokers Limited;
"Subscription" means the subscription by certain directors
and/or senior managers of the Company at the Placing Price to be
made concurrently with the Placing;
"Subscription and Transfer Agreement" means the subscription and
transfer agreement entered into between the Company, Goodbody and
JerseyCo on or about the date hereof;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"Terms and Conditions" means the terms and conditions of the
Placing set out in Appendix 1 to this Announcement;
"uncertificated" or "in uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the investor representation letter in
the form provided by the Banks to QIBs in the United States.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEPPGMPGUPUGQW
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November 23, 2020 11:45 ET (16:45 GMT)
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