TIDMPHP
RNS Number : 8253S
Primary Health Properties PLC
22 March 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS
ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT
OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
THE DEFINED TERMS SET OUT IN APPENDIX 1 APPLY IN THIS
ANNOUNCEMENT.
22 March 2016
Primary Health Properties PLC
("PHP" or the "Company")
Proposed Firm Placing and Placing, Open Offer and Offer for
Subscription
and Notice of General Meeting
The Board of PHP announces a share issue to raise gross proceeds
of up to GBP120 million (approximately GBP116 million net of
expenses) through the issue of up to 120,000,000 new Ordinary
Shares by way of a Firm Placing and Placing, Open Offer and Offer
for Subscription at a price of 100 pence per New Share. The Board
will have the ability to increase the size of the Issue by up to 25
per cent. should there be sufficient demand.
The Issue Price represents a discount of 9.5 per cent. to the
Closing Price of 110.50 pence per Ordinary Share on 21 March
2016.
PHP will shortly be publishing a Prospectus in connection with
the Capital Raising and will convene a General Meeting to approve
certain matters necessary to implement the proposed
fundraising.
Summary
-- Issue of 60,000,000 new Ordinary Shares through a Firm Placing
raising gross proceeds of GBP60 million. The Firm Placing
is underwritten by Numis and Peel Hunt.
-- Issue of up to 60,000,000 new Ordinary Shares pursuant to
a Placing, Open Offer and Offer for Subscription to raise
gross proceeds of up to GBP60 million.
-- Qualifying Shareholders are being offered the opportunity
to participate in the Open Offer on the basis of 1 Open Offer
Share for every 10 Existing Ordinary Shares.
-- Qualifying Shareholders are also being offered the opportunity
to subscribe for New Shares in addition to their Basic Entitlements
under the Excess Application Facility.
-- The Board will have the ability to increase the size of the
Capital Raising by up to 25 per cent should there be sufficient
demand so that the gross proceeds would be approximately
GBP150 million.
-- The Capital Raising will enable the Company to continue delivering
its long-term strategy of growing the portfolio through selected
property acquisitions whilst maintaining gearing at a conservative
level and supporting its progressive dividend policy.
-- The proceeds will be selectively applied alongside existing
and future debt facilities to generate a growing return and
to maintain a progressive dividend policy, including:
o to fund existing development projects and purchase contracts
totalling GBP24.3 million (as at 31 December 2015);
and
o to fund transactions from PHP's current acquisition
pipeline totalling GBP115.5 million in the UK and EUR53.9
million in the Republic of Ireland.
-- Initially, where possible, to pay down sums drawn on the
Group's revolving debt, totalling GBP70.0 million as at 31
December 2015, maximising treasury management efficiency
and allowing the Group to re-draw sums as necessary to fund
existing acquisition and development commitments, and further
as investment opportunities require.
-- In addition, the Board will continue to monitor the Group's
interest rate swap portfolio and consider the redemption
or restructuring of all or elements of the contracts should
prevailing market conditions and pricing make it efficient
to do so.
-- The Board's medium to long term target is to operate with
leverage in the range of 45 per cent. to 65 per cent. of
gross property value and in the short to medium term no higher
than 60 per cent..
-- The Company is confident that GPs will continue to be at
the forefront of the development and delivery of integrated
care models with increased numbers of services delivered
from local community settings to enable the NHS to modernise
the provision of care, meet their patient choice agenda and
provide care in a cost effective manner. PHP's long standing
track record of delivering flexible, modern accommodation
and continuing to invest to improve and expand its facilities
provides the foundation from which PHP can capitalise on
the continued demand for healthcare real estate.
-- The Company is now taking its first steps into healthcare
real estate in the Republic of Ireland. The challenges facing
this country's healthcare provision are similar to those
of the UK with a growing, ageing population and increasing
rates of chronic illness. PHP is working with selected experienced
developers of real estate in the Republic of Ireland to acquire
existing modern assets and fund the development of new premises.
-- The Capital Raising is conditional on, amongst other things,
the passing of the Resolutions at the General Meeting. If
the Resolutions are passed and the other conditions to the
Capital Raising are satisfied, it is expected that dealings
in the New Shares will commence at 8.00 a.m. on 14 April
2016.
The Prospectus concerning the Capital Raising will shortly be
sent to Shareholders and will also be made available on the
Company's website www.phpgroup.co.uk. Further details are set out
in this announcement and in the Prospectus. A copy of the
Prospectus will be submitted to the National Storage Mechanism and
will shortly be available for inspection at:
http://www.Hemscott.com/nsm.do.
Harry Hyman, Managing Director of PHP said:
"I am delighted to announce this fundraising which enables us to
continue to deliver our long term strategy of growing the portfolio
through earnings enhancing acquisitions that support our
progressive dividend policy, while maintaining gearing at
appropriate levels. We are currently seeing more opportunities as
the demand for high quality, flexible, modern GP centres continues
to grow as the government places greater emphasis on the important
role primary care has to deliver increased number of services from
the local community. The funds raised will be used to finance our
existing committed development projects, as well as our current
pipeline of opportunities which we are seeing in both the UK and in
the Republic of Ireland."
Further details of the Firm Placing and Placing, Open Offer and
Offer for Subscription are set out in this announcement. Readers
are referred to the important notice that applies to this
announcement. The times set out in the expected timetable of
principal events above and mentioned throughout this announcement
are times in London unless otherwise stated. This announcement has
been issued by and is the sole responsibility of Primary Health
Properties PLC.
For further information contact:
+44(0) 20 7451
Primary Health Properties PLC 7050
Harry Hyman, Managing Director
Phil Holland, Finance Director
+44(0) 20 3772
Bell Pottinger 2582
David Rydell / Victoria Geoghegan / Elizabeth
Snow
Numis Securities Limited +44(0) 20 7260
Sole Sponsor, Joint Broker and Joint Bookrunner 1000
Corporate Finance: Michael Meade / Andrew
Holloway
Corporate Broking: James Black / Jamie
Loughborough
Peel Hunt +44(0) 20 7418
Joint Broker and Joint Bookrunner 8900
Corporate Finance: Capel Irwin / George
Huntley
Corporate Sales & Syndications: Jock Maxwell
Macdonald
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement should be interpreted as a term or condition of the
Capital Raising. Investors should not subscribe for or purchase any
New Shares except on the basis of the information contained in the
combined circular and Prospectus to be published today or otherwise
incorporated by reference into the Prospectus. The Prospectus, when
published, will be made available on the Company's website
(www.phpgroup.co.uk) and will be available for inspection at:
http://www.Hemscott.com/nsm.do.
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
This announcement does not constitute or form part of any offer
or invitation to purchase, or otherwise acquire, subscribe for,
sell, otherwise dispose of or issue, or any solicitation of any
offer to sell, otherwise dispose of, issue, purchase, otherwise
acquire or subscribe for, any security in the capital of the
Company in any jurisdiction.
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Australia, Japan, New Zealand or the Republic of South
Africa or in any jurisdiction where to do so would breach any
applicable law. The New Shares have not been and will not be
registered under the securities laws of such jurisdictions and may
not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within such
jurisdictions except pursuant to an exemption from and in
compliance with any applicable securities laws. No public offer of
the New Shares is being made by virtue of this announcement in or
into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the
United Kingdom in which such offer would be unlawful. No action has
been or will be taken by the Company, Numis, Peel Hunt or any other
person to permit a public offering or distribution of this
announcement or any other offering or publicity materials or the
New Shares in any jurisdiction where action for that purpose may be
required, other than in the United Kingdom.
The New Shares and any entitlements pursuant to the open offer
and offer for subscription will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or
with the securities regulatory authority of any state or other
jurisdiction of the United States. Unless so registered, the New
Shares and any entitlements pursuant to the open offer and offer
for subscription may not be offered, sold, taken up or exercised,
within the United States except in a transaction that is exempt
from, or not subject to, the registration requirements of the US
Securities Act. There will be no public offer of New Shares in the
United States. Outside the United States, the New Shares are being
offered in reliance on Regulation S under the US Securities
Act.
This announcement has been issued by and is the sole
responsibility of the Company.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for Primary Health Properties PLC and for no-one else in connection
with the Capital Raising and will not be responsible to anyone
other than Primary Health Properties PLC for providing the
protections afforded to clients of Numis Securities Limited, or for
providing advice in relation to the Capital Raising or any matters
referred to in this announcement. Numis Securities Limited is not
responsible for the contents of this announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for Primary
Health Properties PLC and for no-one else in connection with the
Capital Raising and will not be responsible to anyone other than
Primary Health Properties PLC for providing the protections
afforded to clients of Peel Hunt LLP, or for providing advice in
relation to the Capital Raising or any matters referred to in this
announcement. Peel Hunt LLP is not responsible for the contents of
this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of 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 of the United Kingdom.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms anticipates, believes, estimates, expects,
intends, may, plans, projects, should or will, or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include, but are not limited to,
statements regarding the Company's and/or Directors' intentions,
beliefs or current expectations concerning, amongst other things,
the Group's results of operations, financial position, prospects,
growth, strategies and expectations for the primary healthcare
market.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations and growth strategy. Investors should
specifically consider the factors identified in this announcement
which could cause actual results to differ before making an
investment decision. Subject to the requirements of the Prospectus
Rules, the Disclosure and Transparency Rules and the Listing Rules,
none of the Company, the Directors, Numis and Peel Hunt undertake
any obligation publicly to release the result of any revisions to
any forward-looking statements in this announcement that may occur
due to any change in the Company's expectations or to reflect
events or circumstances after the date of this announcement. Past
performance of the Company is not necessarily indicative of future
performance.
You are advised to read this announcement and, once available
the Prospectus and the information incorporated by reference
therein, in their entirety for a further discussion of the factors
that could affect the Company's or the Group's future performance
and the industries in which they operate. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
Any person receiving this announcement is advised to exercise
caution in relation to the Capital Raising. If in any doubt about
any of the contents of this announcement, independent professional
advice should be obtained.
This summary should be read in conjunction with the full text of
the announcement which follows.
Expected timetable
Record Date for entitlements under the Open close of business
Offer on 18 March 2016
Announcement of the Capital Raising, publication 22 March 2016
and posting of the Prospectus, Form of Proxy
and Application Form
Ex-entitlement date for the Open Offer 22 March 2016
Basic Entitlements and Excess CREST Open Offer 23 March 2016
Entitlements credited to stock accounts of
Qualifying CREST Shareholders in CREST
Recommended latest time for requesting withdrawal 4.30 p.m. on 6 April
of Basic Entitlements and Excess CREST Open 2016
Offer Entitlements from CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on 7 April
and Excess CREST Open Offer Entitlements into 2016
CREST
Latest time and date for splitting of Application 3.00 p.m. on 8 April
Forms (to satisfy bona fide market claims only) 2016
Latest time and date for receipt of Forms of 10.00 a.m. on 11
Proxy and receipt of electronic proxy appointments April 2016
via the CREST system
Latest time and date for receipt of Placing 11.00 a.m. on 12
commitments April 2016
Latest time and date for receipt of completed 11.00 a.m. on 12
Application Forms and payment in full under April 2016
the Open Offer or settlement of relevant CREST
Instructions
Latest time and date for receipt of completed 11.00 a.m. on 12
Subscription Forms and payment in full under April 2016
the Offer for Subscription or settlement of
relevant CREST Instructions
General Meeting 10.00 a.m. on 13
April 2016
Expected date of announcement of results of 13 April 2016
the General Meeting and the Capital Raising
through a Regulatory Information Service
Expected date of Admission and commencement by 8.00 a.m. on 14
of dealings in New Shares and CREST Members' April 2016
accounts credited in respect of New Shares
in uncertificated form
Expected date of despatch of definitive share No later than 21
certificates for New Shares in certificated April 2016
form
The times set out in the expected timetable of principal events
above and mentioned throughout this announcement are times in
London unless otherwise stated, and may be adjusted by the Company
in consultation with or, if required, with the agreement of Numis
and Peel Hunt, in which event details of the new times and dates
will be notified to the Financial Conduct Authority, the London
Stock Exchange and, where appropriate, Shareholders.
Introduction
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
The Board announces that the Company intends to raise up to
GBP120 million (approximately GBP116 million net of all Capital
Raising costs and expenses) in a Capital Raising by way of a Firm
Placing and a Placing, Open Offer and Offer for Subscription
consisting of the issue of up to 120,000,000 New Shares at an Issue
Price of 100 pence per New Share. The Board will have the ability
to increase the size of the Issue by up to 25 per cent should there
be sufficient demand. It is the Board's opinion that the Capital
Raising will enable the Company to continue delivering its
long-term strategy of growing the portfolio through selected
property acquisitions in line with its prudent acquisition
policies, whilst maintaining gearing at a conservative level. The
Board believes that investing the proceeds in primary care
properties in the current environment, will generate a favourable
return, thus enabling the Company to continue its progressive
dividend policy.
Shareholders will be asked to approve the Resolutions to approve
the Capital Raising, details of which are set out within this
announcement and in the Prospectus. The General Meeting has been
convened for 10.00 a.m. on 13 April 2016 at Nabarro LLP, 125 London
Wall, London EC2Y 5AL.
Background to and reasons for the Capital Raising
Overview of the Company, its objectives and investment
characteristics
The principal activity of the Group is the generation of rental
income and capital growth through the acquisition and development
of healthcare property in the United Kingdom and the Republic of
Ireland leased principally to GPs, NHS, HSE and other governmental
bodies and other associated healthcare users. The Group's
activities are carried out in the United Kingdom and the Republic
of Ireland.
The Directors believe that PHP has little development risk and a
low risk portfolio due to its:
-- strong tenant covenants, given that 91 per cent. of the
Group's UK rent roll is paid directly or indirectly by the
UK government and that the HSE will be responsible for 60
per cent. to 80 per cent. of the income from Irish properties;
-- long leases, with effectively upward only rent reviews in
the UK and linked to CPI in Ireland; and
-- minimal vacancies.
Accordingly, the Directors believe that PHP offers strong and
visible cash flows to Shareholders. Historically, the increase in
rents receivable achieved through the rent review process has
broadly matched increases in the RPI. If this trend continues, the
Directors believe that an investment in PHP will provide an
effective hedge against inflation.
The current quantum of the Group's property assets enables it to
spread its fixed costs over a relatively large portfolio and the
Company expects further benefits from economies of scale as PHP
grows in size.
The Board believes that the Adviser has considerable expertise
in sourcing deals in the UK and has built a good network of
contacts with developers, consultants and agents to capitalise on
the Company's UK track record to secure a portfolio of assets in
the Republic of Ireland.
The Company's cost structure is well-defined and efficient. The
pipeline of acquisition opportunities remains significant, and will
be enhanced by the Group's expansion into the Republic of Ireland.
The current positive gap between yields and financing costs is
providing opportunities for PHP to make immediately earnings
enhancing and cash generating property investments.
The Directors consider that the attractive investment
characteristics of the Company and the stability of its underlying
income and shareholder returns have contributed to PHP
outperforming the FTSE All Share Index by 18 per cent. on price
performance and 42 per cent. on total shareholder return over the
five years ended 31 December 2015. The Directors believe that long
leases, strong tenant covenants and little or no oversupply in the
primary healthcare property market are the principal reasons why
yields on the Group's portfolio have remained resilient in
comparison to other sectors of the property industry.
Reasons for the Capital Raising
Having delivered increasing returns in recent years against a
backdrop of limited new centre development opportunities, the Board
sees growing levels of opportunity from changing circumstances and
fresh initiatives in the UK and in entering a new market in the
Republic of Ireland. The Board's opinion is that the Capital
Raising will enable the Company to continue delivering its
long-term strategy of growing the portfolio through selected
property acquisitions whilst maintaining gearing at an appropriate
level and supporting its progressive dividend policy.
The Group is in active, and in some cases advanced, negotiations
with vendors of potential property acquisitions and development in
both the UK and the Republic of Ireland. Some represent
opportunities where the Company has agreed acquisition terms with
vendors and, subject to contract, are currently in the hands of
solicitors for documenting and completion whereas others are
nearing that state or are at the stage where the Group is in the
course of agreeing terms with vendors. The Group is under no
contractual obligation and there can be no guarantee that the Group
will complete the acquisition of any of these investment
opportunities. The Directors consider that these assets, if
completed, would benefit the Company.
Number of indicative
Geographical region pipeline opportunities* Acquisition cost* Rent roll*
--------------------- ------------------------- ------------------ -----------
United Kingdom
North 6 GBP9.4m GBP0.55m
Midlands 5 GBP20.3m GBP0.91m
South East 18 GBP56.7m GBP3.33m
South West 8 GBP26.0m GBP1.61m
Scotland 1 GBP3.1m GBP0.17m
Total - United
Kingdom 38 GBP115.5m GBP6.57m
--------------------- ------------------------- ------------------ -----------
Republic of Ireland 6 EUR53.9m EUR3.74m
--------------------- ------------------------- ------------------ -----------
*Unaudited
The Board believes that this pipeline is indicative of the
attractive and suitable investment opportunities that currently
exist and are expected to arise. This is evidenced by a number of
additional acquisition opportunities that are actively being
negotiated with vendors and has led the Board to conclude that now
is an appropriate time to seek to raise sufficient additional
capital to exploit these opportunities.
Fulfilment of some or all of these pipeline opportunities would
increase the size and rent roll of the Group's portfolio and help
to enable PHP to gain further critical mass, regarded by the
Directors as necessary to compete effectively with other property
companies, as well as enabling it to benefit from some additional
economies of scale and increase financing flexibility.
The Board also expects that the increased market capitalisation
of the Company following the Capital Raising will improve the
liquidity of the Ordinary Shares, to the benefit of all
Shareholders.
PHP's LTV ratio as at 31 December 2015 was approximately 62.7
per cent.. The Board has consistently believed that, despite the
secure nature of the Company's tenants and the long lease expiry
profile, a conservative consolidated level of gearing of below 65
per cent. is appropriate for the Company. The Board's medium to
long term target is to operate with leverage in the range of 45 per
cent. to 65 per cent. of gross property value and in the short to
medium term no higher than 60 per cent.. The effect of the Capital
Raising will be to allow PHP to continue to pursue its growth
strategy and maintain maximum funding flexibility on an ongoing
basis.
The Group has no consolidated LTV covenants within its range of
debt facilities. A proportion of the Group's property portfolio is
currently unfettered with debt and the Group has the ability to
transfer such properties into the security pools of its debt
facilities if required.
Current trading trends and prospects
The Company announced the issue of its Annual Report and
Accounts for the year ended 31 December 2015 on 4 February 2016.
The information below is extracted from the Chairman's statement in
that announcement.
"I am pleased to present the Group's Annual Report for 2015, a
year in which we have continued to deliver on our strategic
objectives. Further accretive property acquisitions, efficient
management and lower costs of borrowing in the year enabled the
Company to grow its dividend for the 19th successive year.
Importantly, this was coupled with achieving one of our key goals
of returning to full dividend cover in the second half of the
year."
Outlook
After careful evaluation, we have taken our first steps to
invest in primary care property in the Republic of Ireland. The
challenges facing Ireland's healthcare provision are similar to
those in the UK with a growing, ageing population and increasing
rates of chronic illness but a disparate and outdated estate from
which services are delivered.
The Irish State's Health Service Executive ("HSE") is driving
forward significant change in healthcare provision in Ireland,
focussed on the modernisation of the primary care sector. This is
seeing the development of a number of new primary care centres with
the HSE itself as the majority occupier, providing a similar
covenant to that of the NHS in the UK.
We are a leading investor in healthcare real estate in the UK
and our reputation and experience will benefit our expansion into
Ireland. We are well placed to provide new premises to support the
modernisation of the NHS and to work alongside the HSE to
reposition healthcare provision in Ireland.
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
The fundamentals of the sector in both the UK and Ireland
provide confidence that the assets in which we invest will continue
to provide strong, reliable and growing long term returns. The
Group's operational structure ensures that our activities are
managed efficiently, whilst active management of our debt portfolio
will maintain a balanced maturity profile and an appropriate
blended cost of debt. This will all be reflected in the progressive
dividend that we pay to shareholders.
Principal Terms of the Capital Raising
PHP is proposing to raise gross proceeds of up to GBP120 million
(approximately GBP116 million net of expenses) by the issue of up
to 120,000,000 new Ordinary Shares through the Capital Raising at
100 pence per New Share, although the Directors have the ability to
increase the size of the Issue by up to 25 per cent. such that the
gross proceeds would be approximately GBP150 million (approximately
GBP146 million net of expenses). The Firm Placing is underwritten
by Numis and Peel Hunt. The Board considers the Firm Placing and
Placing, Open Offer and Offer for Subscription to be a suitable
fundraising structure as it will allow access to a wide variety of
new investors to broaden the Company's shareholder base, whilst
providing existing Shareholders with the opportunity to participate
in the fundraising to an extent through the Open Offer and the
Offer for Subscription.
Assuming that the size of the Issue is approximately GBP120
million, 60,000,000 of the New Shares will be issued through the
Firm Placing and 60,000,000 of the New Shares will be issued
through the Placing, Open Offer and Offer for Subscription. The
actual number of New Shares to be issued pursuant to the Issue will
be notified by the Company via a Regulatory Information Service
announcement prior to Admission. Qualifying Shareholders are being
offered the right to subscribe for Open Offer Shares in accordance
with the terms of the Open Offer. Qualifying Shareholders are not
being offered the right to subscribe for the Firm Placed Shares or
Placed Shares. Qualifying Shareholders applying for their Basic
Entitlements may also apply, under the Excess Application Facility,
for Excess Shares in excess of their Basic Entitlements as
described below. The Company is also making the Offer for
Subscription as described below in the UK only.
All elements of the Capital Raising have the same Issue Price.
The Issue Price was set having regard to the prevailing market
conditions and the size of the Issue, and represents a discount of
approximately 9.5 per cent. to the Closing Price of 110.50 pence
per Ordinary Share on 21 March 2016 (being the last Business Day
before the announcement of the Capital Raising). The Board believes
that both the Issue Price and the discount are appropriate having
also taken into account the period of the Open Offer (21 days) and
the potential for share price fluctuation during this time.
The New Shares, when issued and fully paid, will rank equally to
the Existing Ordinary Shares and will rank in full for all
dividends or distributions made, paid or declared if any, by
reference to a record date after the date of their issue or
otherwise pari passu in all respects with the Existing Ordinary
Shares. The New Shares will not qualify for the dividend to be
declared on or about 31 March 2016 payable to Shareholders on the
Company's register as at or about 8 April 2016.
On the basis that the Issue size is GBP120 million, the Capital
Raising is expected to result in 120,000,000 new Ordinary Shares
being issued (representing approximately 26.9 per cent. of the
existing issued share capital). On the basis that the Issue size is
increased to a maximum of GBP150 million, the Capital Raising is
expected to result in 150,000,000 new Ordinary Shares being issued
(representing approximately 33.6 per cent. of the existing issued
share capital).
The Capital Raising has been structured in a way that is
expected to have the effect of creating distributable reserves
equal to the net proceeds of the Capital Raising less the par value
of the New Shares attributable to the Capital Raising issued by the
Company. It should be possible for the Company to declare dividends
from the aggregate distributable reserves created by the Capital
Raising (together with any other distributable reserves of the
Company) provided that the Company has sufficient cash resources to
fund such dividends, the distributable reserves have not otherwise
been reduced and the Directors consider it appropriate to declare
such dividends.
The New Shares may be offered: (a) to certain institutional and
qualified professional investors in the United Kingdom and
elsewhere; and (b) in the United States only to a limited number of
persons who are reasonably believed to be QIBs that are not ERISA
Entities in transactions exempt from, or not subject to, the
registration requirements under the US Securities Act. The New
Shares are being offered and sold outside the United States in
reliance on Regulation S. There will be no public offering of the
New Shares in the United States.
Some questions and answers in relation to the Open Offer,
together with details of further terms and conditions of the Open
Offer, including the procedure for application and payment and the
procedure in respect of entitlements not taken up, are set out in
the Prospectus and, where relevant, are set out in the Application
Form.
Details of further terms and conditions of the Offer for
Subscription, including the procedure for application and payment
and the procedure in respect of Subscription Entitlements, are set
out in the Prospectus and, where relevant, are set out in the
Subscription Form. The Subscription form is contained in the
Prospectus and will be available at the Company's website.
Firm Placing
The Firm Placees have conditionally agreed to subscribe for
60,000,000 of the New Shares at the Issue Price (representing gross
proceeds of approximately GBP60 million). The Firm Placed Shares
are not subject to clawback to satisfy the valid applications by
Qualifying Shareholders under the Open Offer and are not part of
the Placing, Open Offer and Offer for Subscription. The Firm
Placing is underwritten by Numis and Peel Hunt. The terms and
conditions of the Firm Placing and the Placing are contained in
Appendix 2 to this announcement.
Open Offer
The Directors recognise the importance of pre-emption rights to
Shareholders and consequently 44,662,701 of the New Shares are
being offered to existing Shareholders by way of the Open Offer.
The Open Offer provides an opportunity for Qualifying Shareholders
to participate in the fundraising by both subscribing for their
respective Basic Entitlements and by subscribing for Excess Shares
under the Excess Application Facility, subject to availability. The
Placing and the Offer for Subscription may be scaled back at the
Directors' discretion to increase the size of the Open Offer by
allocating New Shares that could otherwise be available under the
Placing and/or the Offer for Subscription to be available to
Qualifying Shareholders through the Excess Application
Facility.
To the extent that valid applications are not received in
respect of any of the Open Offer Shares under the Open Offer, such
Open Offer Shares may be allocated to Qualifying Shareholders to
meet any valid applications under the Excess Application
Facility.
Basic Entitlements
Qualifying Shareholders are being offered the opportunity to
subscribe at the Issue Price for Open Offer Shares on the following
basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
registered in their name at the close of business on the Record
Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to Open
Offer Shares will not be allocated but will be aggregated and sold
for the benefit of the Company under the Excess Application
Facility and/or the Placing and/or the Offer for Subscription.
Persons who have sold or otherwise transferred all of their
Existing Ordinary Shares before the ex--entitlement date are not
entitled to participate in the Open Offer.
Qualifying Shareholders are also being offered the opportunity
to subscribe for Excess Shares in excess of their Basic
Entitlements as described below.
Excess Application Facility
Qualifying Shareholders may apply to acquire Excess Shares using
the Excess Application Facility, should they wish. Qualifying
Non-CREST Shareholders wishing to apply for Excess Shares, may do
so by completing the relevant sections on the Application Form.
Qualifying CREST Shareholders who wish to apply to subscribe for
more than their Basic Entitlements will have Excess CREST Open
Offer Entitlements credited to their stock account in CREST and
should refer to the Prospectus for information on how to apply for
Excess Shares pursuant to the Excess Application Facility.
The Excess Application Facility will be comprised of New Shares
that are not taken up by Qualifying Shareholders under the Open
Offer pursuant to their Basic Entitlements and any New Shares that
the Directors determine should be reallocated from the Placing
and/or the Offer for Subscription to satisfy demand from Qualifying
Shareholders in preference to prospective new investors.
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
The maximum amount of New Shares to be issued under the Excess
Application Facility (the "Maximum Excess Application Number") will
be limited to: (a) the maximum size of Issue (as may be increased
by the Directors by up to 25 per cent. to approximately GBP150
million); less (b) the aggregate of the Firm Placed Shares, the New
Shares issued under the Open Offer pursuant to Qualifying
Shareholders' Basic Entitlements and any New Shares that the
Directors determine to issue under the Placing and Offer for
Subscription. Excess Applications will therefore only be satisfied
to the extent that: (a) other Qualifying Shareholders do not apply
for their Basic Entitlements in full; (b) where fractional
entitlements have been aggregated and made available under the
Excess Application Facility; and (c) if the Directors exercise
their discretion to reallocate New Shares that would otherwise have
been available under the Placing or Offer for Subscription to the
Excess Application Facility. Qualifying Shareholders can apply for
up to the Maximum Excess Application Number of New Shares under the
Excess Application Facility, although applications under the Excess
Application Facility shall be allocated in such manner as the
Directors may determine, in their absolute discretion, and no
assurance can be given that the applications by Qualifying
Shareholders will be met in full or in part or at all. Excess
monies in respect of applications which are not met in full will be
returned to the applicant (at the applicant's risk) without
interest as soon as practicable thereafter by way of cheque or
CREST payment, as appropriate.
Placing
To the extent that any New Shares remain unallocated via the
Excess Application Facility and are not allocated to the Offer for
Subscription, New Shares will be made available under the Placing.
New Shares are being allocated to Placees pursuant to the Placing
Agreement. The Placing will not be underwritten by Numis and Peel
Hunt and may be scaled back in favour of the Open Offer and/or the
Offer for Subscription. The terms and conditions of the Firm
Placing and the Placing are contained in Appendix 2 to this
announcement.
Offer for Subscription
To the extent that any New Shares remain unallocated via the
Excess Application Facility and are not allocated to the Placing,
New Shares will be made available under the Offer for Subscription.
The Offer for Subscription may be scaled back in favour of the Open
Offer and/or the Placing,
The Offer for Subscription is only being made in the UK but,
subject to applicable law, the Company may allot New Shares on a
private placement basis to applicants in other jurisdictions. The
terms and conditions of application under the Offer for
Subscription will be set out in the Prospectus and, where relevant,
in the Subscription Form. These terms and conditions should be read
carefully before an application is made. Investors should consult
their stockbroker, bank manager, solicitor, accountant or other
financial adviser if they are in doubt.
Dilution
Assuming that the size of the Issue is approximately GBP120
million, if a Qualifying Shareholder does not take up his Basic
Entitlements in full, such Qualifying Shareholder's holding will be
diluted by up to approximately 21.2 per cent. as a result of the
Firm Placing and the Placing, Open Offer and Offer for
Subscription. Furthermore, a Qualifying Shareholder who takes up
his Basic Entitlements in full in respect of the Open Offer (and
does not receive any other New Shares pursuant to the Capital
Raising) will suffer dilution of approximately 13.3 per cent. to
his shareholding in the Company as a result of the Firm
Placing.
If the Directors increase the Issue by 25 per cent, the size of
the Issue will be approximately GBP150 million and if a Qualifying
Shareholder does not take up his Basic Entitlements in full, such
Qualifying Shareholder's holding will be diluted by up to
approximately 25.1 per cent. as a result of the Firm Placing and
the Placing, Open Offer and Offer for Subscription. Furthermore, a
Qualifying Shareholder who takes up his Basic Entitlements in full
in respect of the Open Offer (and does not receive any other New
Shares pursuant to the Capital Raising) will suffer dilution of
approximately 17.7 per cent. to his shareholding in the Company as
a result of the Firm Placing and the increase in size of the
Issue.
Shareholders who are not Qualifying Shareholders, subject to
certain exceptions, will be diluted by approximately 21.2 per
cent., assuming the size of the Issue is approximately GBP120
million, or 25.1 per cent. if the Directors increase the size of
the Issue to approximately GBP150 million.
Fractions
Fractions of Open Offer Shares will not be allocated to
Qualifying Shareholders in the Open Offer and fractional
entitlements under the Open Offer will be aggregated and sold in
the market place for the benefit of the Company under the Excess
Application Facility and/or the Placing and/or the Offer for
Subscription.
Basis of allocation under the Capital Raising
The Placing may be scaled back in favour of the Open Offer or
the Offer for Subscription and the Offer for Subscription may be
scaled back in favour of the Placing or the Open Offer. The Open
Offer is being made on a pre-emptive basis to Qualifying
Shareholders and is not subject to scaling back in favour of either
the Placing or the Offer for Subscription. The Directors have the
discretion to scale back the Placing and/or the Offer for
Subscription in favour of the Open Offer by reallocating New Shares
that would otherwise be available under the Placing and/or the
Offer for Subscription to be available to Qualifying Shareholders
through the Excess Application Facility under the Open Offer. Any
New Shares that are available under the Open Offer and are not
taken up by Qualifying Shareholders pursuant to their Basic
Entitlements and under the Excess Application Facility will be
reallocated to the Placing and/or the Offer for Subscription and
available thereunder.
The Directors have the discretion to determine the basis of
allotment between Qualifying Shareholders under the Excess
Application Facility and any scaling back of or reallocation of
Open Offer Shares to the Placing and/or the Offer for Subscription.
In exercising this discretion, the Directors generally intend to
give priority to existing Shareholders over prospective new
Shareholders, although the Directors will seek to balance the
benefits to the Company of allowing existing Shareholders to
maintain or increase the size of their relative Shareholdings with
expanding the Shareholder base of the Company.
Conditionality
The Capital Raising is conditional, inter alia, upon:
-- the passing of the Resolutions without amendment to be proposed
at the General Meeting to be held on 13 April 2016;
-- the Placing Agreement having become unconditional in all
respects save for the condition relating to Admission and
not being terminated in accordance with its terms before
Admission occurs; and
-- Admission occurring by not later than 8.00 a.m. on 14 April
2016 (or such later time and date as the Company, Numis and
Peel Hunt may agree, not being later than 8.00 a.m. on 28
April 2016).
Prior to Admission, Numis and Peel Hunt may terminate the
Placing Agreement in certain defined circumstances. Following
Admission, the Placing Agreement cannot be terminated.
If the conditions of the Placing Agreement are not fulfilled on
or before 8.00 a.m. on 28 April 2016, application monies will be
returned to applicants (at the applicant's risk) without interest
as soon as possible thereafter.
Admission
Applications will be made to the FCA and to the London Stock
Exchange, respectively, for the New Shares to be admitted to the
listing on the premium segment of the Official List and to trading
on the London Stock Exchange's main market for listed
securities.
Subject to the conditions to the Capital Raising having been
satisfied (or, if applicable, waived) it is expected that Admission
will occur at 8.00 a.m. on or around 14 April 2016.
Existing Ordinary Shares are already admitted to listing on the
premium segment of the Official List, the London Stock Exchange's
main market for listed securities and to CREST. It is expected that
the New Shares, when allotted and issued, credited as fully paid,
will be capable of being held and transferred by means of CREST. It
is expected that the New Shares will trade under ISIN code
GB00BYRJ5J14.
General meeting
A General Meeting is to be held on 13 April 2016 at 10.00 a.m.
at Nabarro LLP, 125 London Wall, London EC2Y 5AL. The full text of
the Notice of General Meeting is set out in the Prospectus.
At the General Meeting, the Resolutions will be proposed to:
-- grant the Directors authority pursuant to section 551 of
the Companies Act to allot Ordinary Shares generally and
in connection with the Capital Raising;
-- disapply where relevant statutory pre-emption rights set
out in section 561 of the Companies Act; and
-- grant the Directors authority pursuant to section 701 of
the Companies Act to make market purchases of Ordinary Shares.
Irrevocable undertakings
Each of the Directors is supportive of the fundraising and as
detailed below, Directors have irrevocably undertaken to subscribe
or apply, in aggregate, for 50,705 New Shares under the Open Offer
and have committed to acquire, in aggregate, 112,000 shares within
the Firm Placing.
Harry Hyman has irrevocably undertaken to apply for his full
Basic Entitlement of 28,919 Open Offer Shares in respect of his
direct holding of Ordinary Shares and has committed to acquire
50,000 shares within the Firm Placing.
Dr. Ian Rutter O.B.E. has irrevocably undertaken to apply for
his full Basic Entitlement of 4,278 Open Offer Shares and has
committed to acquire 9,000 shares within the Firm Placing.
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
Alun Jones has irrevocably undertaken to apply for his full
Basic Entitlement, of 9,000 Open Offer Shares and has committed to
acquire 11,000 shares within the Firm Placing.
Phil Holland has committed to acquire 30,000 shares within the
Firm Placing.
Mark Creedy has irrevocably undertaken to apply for his Basic
Entitlement of 4,800 Open Offer Shares.
Steven Owen has irrevocably undertaken to apply for his full
Basic Entitlement of 3,708 Open Offer Shares and has committed to
acquire 12,000 shares within the Firm Placing.
In addition, each of the Directors has irrevocably undertaken to
vote in favour of all of the Resolutions in respect of his own
direct holding to the extent that he has any such holding, and
procure that those parties connected with him will vote in favour
of all of the Resolutions in respect of their holdings, which
together amount to 16,799,382 Ordinary Shares representing
approximately 3.76 per cent. of the Ordinary Shares in issue as at
21 March 2016 (being the latest practicable date prior to the
publication of this announcement).
Recommendation
The Board considers the Capital Raising and the passing of the
Resolutions to be in the best interests of Shareholders as a
whole.
Accordingly, the Board recommends unanimously that Shareholders
vote in favour of the Resolutions, as each of the Directors has
irrevocably undertaken to do in respect of their own beneficial
holding, to the extent that they have any such holding, which
together amount to 16,799,382 Ordinary Shares, representing
approximately 3.76 per cent. of the Ordinary Shares in issue as at
21 March 2016.
Shareholders should also be aware that if the Resolutions to be
proposed at the General Meeting are not passed, the Capital Raising
will lapse.
It is anticipated that a Prospectus providing further details of
the Firm Placing and Placing, Open Offer and Offer for Subscription
and convening the General Meeting will be published today and
posted to Shareholders and will also be made available on the
Company's website www.phpgroup.co.uk. Copies of the Prospectus will
be available from the registered office of PHP at 5(th) Floor,
Greener House, 66-68 Haymarket, London SW1Y 4RF. The Prospectus
will also be available free of charge during normal business hours
on any weekday (except Saturdays, Sundays and public holidays) from
the date of its publication until Admission at the offices of
Nabarro LLP, 125 London Wall, London EC2Y 5AL.
APPENDIX 1
In this announcement, the following expressions have the
following meanings unless the context requires otherwise:
Admission one or more admissions of the New Shares
issued pursuant to the Capital Raising
to the Official List becoming effective
in accordance with the Listing Rules and
the admission of such shares to trading
on the premium segment of the London Stock
Exchange's main market for listed securities
becoming effective in accordance with
the Admission and Disclosure Standards
Admission and Disclosure the "Admission and Disclosure Standards"
Standards of the London Stock Exchange containing,
among other things, the admission requirements
to be observed by companies seeking admission
to trading on the London Stock Exchange's
main market for listed securities
Application Form the application form accompanying the
Prospectus on which Qualifying Non-CREST
Shareholders may apply for Open Offer
Shares under the Open Offer (including
under the Excess Application Facility)
Articles the articles of association of the Company
Basic Entitlements the pro rata entitlement of Qualifying
Shareholders to subscribe for 1 Open Offer
Share for every 10 Existing Ordinary Shares
registered in their name as at the Record
Date
Board the Directors of PHP
Bookrunners means Numis and/or Peel Hunt, as applicable;
Business Day a day (other than a Saturday, Sunday or
public holiday) on which banks are generally
open for business in the City of London
for the transaction of normal banking
business
Capital Raising the Firm Placing and the Placing, Open
Offer and the Offer for Subscription
Capital Raising Shares all New Shares to be issued pursuant to
the Capital Raising
certificated or in certificated in relation to a share or other security,
form a share or other security which is not
in uncertificated form
Closing Price the closing middle market quotation as
derived from the Daily Official List of
the London Stock Exchange on a particular
day
Code the US Internal Revenue Code of 1986,
as amended
Companies Act the Companies Act 2006 as amended
Corporate Governance the UK Corporate Governance Code published
Code in September 2014 by the Financial Reporting
Council
CPI Consumer Price Index
CREST the relevant system, as defined in the
CREST Regulations (in respect of which
Euroclear is the operator as defined in
the CREST Regulations)
CREST Member a person who has been admitted to Euroclear
as a system member (as defined in the
CREST Regulations)
CREST Regulations or the Uncertificated Securities Regulations
Regulations 2001 (SI 2001 No. 01/378), as amended
Daily Official List the daily record setting out the prices
of all trades in shares and other securities
conducted on the London Stock Exchange
Directors the executive director and non-executive
directors of the Company
Disclosure and Transparency the rules relating to the disclosure of
Rules information made in accordance with section
73A(3) of the FSMA
ERISA the US Employee Retirement Income Security
Act of 1974, as amended
ERISA Entity any person that is: (i) an "employee benefit
plan" as defined in Section 3(3) of ERISA
that is subject to Title 1 of ERISA; (ii)
a "plan" as defined in Section 4975 of
the Code, including an individual retirement
account or other arrangement that is subject
to Section 4975 of the Code; or (iii)
an entity which is deemed to hold the
assets of any of the foregoing types of
plans, accounts or arrangements that is
subject to Title 1 of ERISA or Section
4975 of the Code; or any governmental,
church, non U.S. or other employee benefit
plan that is subject to any federal, state,
local or non U.S. law that is substantially
similar to the provisions of Title I of
ERISA or Section 4975 of the Code whose
purchase, holding, and disposition of
the New Shares could constitute or result
in a non-exempt violation of any such
substantially similar law
EU or European Union the European Union
Euroclear Euroclear & Ireland Limited, the operator
of CREST
Excess Application Facility the arrangement pursuant to which Qualifying
Shareholders may apply for additional
Open Offer Shares in excess of their Basic
Entitlements in accordance with the terms
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
and conditions of the Open Offer
Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlements the entitlement (in addition to their
basic entitlement) to apply for Existing
Ordinary Shares pursuant to the Excess
Application Facility
Excess Shares Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
Excluded Territories Australia, Japan, New Zealand and South
Africa and any other jurisdiction where
the extension or availability of the Capital
Raising (and any other transaction contemplated
thereby) would breach any applicable law
or regulation
ex-entitlement date the date on which the Ordinary Shares
trade ex-entitlement to participate in
the Open Offer, expected to be 22 March
2016
Existing Ordinary Shares the 446,627,017 Ordinary Shares in issue
as at the date of this announcement
Financial Conduct Authority the Financial Conduct Authority of the
or FCA United Kingdom
Firm Placees any persons who have agreed to subscribe
for Firm Placed Shares pursuant to the
Firm Placing
Firm Placed Shares the 60,000,000 new Ordinary Shares which
are to be allocated pursuant to the Firm
Placing
Firm Placing the conditional placing by Numis and Peel
Hunt on behalf of the Company of the Firm
Placed Shares pursuant to the Placing
Agreement
Form of Proxy the form of proxy for use at the General
Meeting
FPO Financial Services and Markets Act 2000
(Financial Promotion) Order 2005
FSMA the Financial Services and Markets Act
2000, as amended
General Meeting the general meeting of PHP to be held
at 10.00 a.m. on 13 April 2016, notice
of which is set out in Part 10 of the
Prospectus
GP General Practitioner
HSE Health Service Executive in Ireland
Issue the issue of New Shares pursuant to the
Capital Raising
Issue Price 100 pence per New Share
Listing Rules the Listing Rules made by the FCA under
Part VI of FSMA
London Stock Exchange London Stock Exchange PLC
LTV loan to value
Maximum Excess Application the maximum amount of New Shares to be
Number issued under the Excess Application Facility
Member State a sovereign state which is a member of
the European Union
New Shares the Ordinary Shares to be issued under
the terms set out in the Prospectus
Nexus Nexus Tradeco Limited of Greener House,
66-68 Haymarket, London SW1Y 4RF
NHS the National Health Service
Notice of General Meeting the notice of the General Meeting contained
in Part 10 of the Prospectus
Numis Numis Securities Limited
Offer for Subscription the offer for subscription to the public
in the UK of the New Shares on the terms
set out in the Prospectus and (where applicable)
the Subscription Form
Official List the Official List of the Financial Conduct
Authority pursuant to Part VI of FSMA
Open Offer the conditional invitation to Qualifying
Shareholders to subscribe for the Open
Offer Shares at the Issue Price on the
terms and subject to the conditions set
out in the Prospectus and in the case
of Qualifying Non-CREST Shareholders only,
the Application Form
Open Offer Shares means the New Shares being offered in
aggregate pursuant to the Open Offer together,
where the context requires, with the Excess
Application Facility
Ordinary Shares or Shares ordinary shares of 12.5 pence each in
the share capital of the Company
Overseas Shareholders Shareholders with registered addresses
outside the United Kingdom or who are
citizens or residents of countries outside
the United Kingdom
Peel Hunt Peel Hunt LLP
PHP or the Company Primary Health Properties PLC, a public
limited company incorporated in England
and Wales with registered number 03033634
PHP Group or Group the Company and each of its subsidiaries
and subsidiary undertakings from time
to time
Placed Shares the New Shares which are the subject of
the Placing
Placees any persons who have agreed to subscribe
for Placed Shares
Placing the conditional placing by Numis and Peel
Hunt on behalf of the Company of the Placed
Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 22 March 2016
between the Company, Numis and Peel Hunt
relating to the Capital Raising and further
described in paragraph 15.1 of Part 7
of the Prospectus
Pounds Sterling or GBP the lawful currency of the United Kingdom
PPP Prime Public Partnership (Holdings) Limited,
a company incorporated in England and
Wales with company number 08304612 (now
named PHP Primary Properties (Haymarket)
Limited), whose registered address is
at 5(th) Floor, Greener House, 66-68 Haymarket,
London SW1Y 4RF
Prospective Directive the Prospectus Directive (Directive 2003/71/EC)
Prospectus document dated 22 March 2016 comprising
a combined prospectus and notice of general
meeting
Prospectus Rules the Prospectus Rules published by the
FCA under Section 73A of FSMA
Qualified Institutional a "qualified institutional buyer" as defined
Buyer or QIB by Rule 144A(a)(1) or under the US Securities
Act
Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary
Shares in uncertificated form in CREST
at close of business on the Record Date
Qualifying Non-CREST Qualifying Shareholders holding Ordinary
Shareholders Shares in certificated form at close of
business on the Record Date
Qualifying Shareholders holders of Ordinary Shares on the register
of members of the Company at the Record
Date with the exclusion (subject to certain
exemptions) of Overseas Shareholders
Record Date close of business on 18 March 2016
Regulation S means Regulation S under the US Securities
Act
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
Regulatory Information one of the regulatory information services
Service authorised by the Financial Conduct Authority
to receive, process and disseminate regulatory
information in respect of listed companies
Registrars or Receiving Equiniti Limited
Agent or Equiniti
Regulation D Regulation D under the US Securities Act
REIT Real Estate Investment Trust
Resolutions the resolutions to be proposed at the
General Meeting set out in the Notice
of General Meeting
RPI retail price index
Shareholder a holder of Ordinary Shares from time
to time
Share Sub division the sub division of each 50p Ordinary
Share into four Ordinary Shares, which
became effective at 8.00 a.m. on 12 November
2015
stock account an account within a member account in
CREST to which a holding of a particular
share or other security in CREST is credited
Subscription Entitlement in respect of each CREST Subscription
Applicant (as defined in the Prospectus)
the entitlement to apply for New Shares
pursuant to the Offer for Subscription
through submission of a USE instruction
in CREST
Subscription Form the application form to be included in
Appendix 4 of the Prospectus for use in
connection with the Offer for Subscription
uncertificated or in recorded on the relevant register of the
uncertificated form share or security concerned as being held
in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland
US Securities Act the United States Securities Act 1933,
as amended
United States or US the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia.
APPENDIX 2
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
1 eLIGIBLE pARTICIPANTS
Members of the public are not eligible to take part in the Firm
Placing or the Placing. This appendix and the terms and conditions
set out herein are for information purposes only and are directed
only at:
a) persons in member states of the European Economic Area who
are qualified placees as defined in section 86(7) of the FSMA, as
amended ("Qualified Placees"), being persons falling within the
meaning of Article 2(1)(e) of the Prospectus Directive including
any relevant implementing directive measure in any member
state;
b) in the United Kingdom, Qualified Placees who are persons who:
(i) fall within Article 19(5) of the FPO;
(ii) fall within Article 49(2)(a) to (d) (High Net Worth
Companies, Unincorporated Associations, etc) or the FPO; or
(iii) are persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as
"Relevant Persons").
This appendix and these terms and conditions must not be acted
on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which these terms and
conditions relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.
Furthermore, the Firm Placed Shares and the Placed Shares may
not be offered or sold in the United States absent (A) registration
under the US Securities Act or (B) an available exemption from the
registration requirements under the US Securities Act. The Firm
Placed Shares and the Placed Shares have not been, and will not be,
registered under the US Securities Act and will be offered only (A)
to investors located outside of the United States in "offshore
transactions" as defined in and in accordance with Regulation S, or
(B) within the United States to a limited number of persons that
are reasonably believed to be QIBs that are not ERISA Entities
pursuant to an exemption from the registration requirements under
the US Securities Act in a transaction not involving any public
offering.
2 Introduction
Participation in the Firm Placing and/or the Placing is only
available to persons who are invited to participate by the
Bookrunners. This appendix and the terms and conditions set out
herein apply to persons making an offer to subscribe for Firm
Placed Shares under the Firm Placing and/or Placed Shares under the
Placing. The Placee hereby agrees with the Bookrunners and the
Company to be bound by the terms and conditions set out in this
appendix as being the terms and conditions upon which Firm Placed
Shares will be sold under the Firm Placing and Placed Shares will
be sold under the Placing (as applicable). A Placee shall, without
limitation, become so bound if a Bookrunner confirms its allocation
of Firm Placed Shares under the Firm Placing and/or Placed Shares
under the Placing (as applicable) to such Placee.
Upon being notified of its allocation of Firm Placed Shares
under the Firm Placing and/or Placed Shares under the Placing, a
Placee shall, subject to the provisions of paragraph 7 of this
appendix with respect to the Placed Shares, be contractually
committed to acquire the number of Firm Placed Shares and/or Placed
Shares allocated to them at the Issue Price and to the fullest
extent permitted by law, will be deemed to have agreed not to
exercise any rights to rescind or terminate or otherwise withdraw
from such commitment. Dealing may not begin before any notification
is made.
Neither this announcement nor the Firm Placed Shares and Placed
Shares have been or will be registered under the US Securities Act,
or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
Accordingly, the Company is not making the Firm Placing and
Placing into the United States unless an exemption from the
registration requirements of the US Securities Act is available
and, subject to certain exceptions, this announcement (including
this appendix) will not constitute an offer or an invitation to
apply for or an offer or an invitation to acquire any Firm Placed
Shares and Placed Shares in the United States. All persons applying
for Firm Placed Shares and/or Placed Shares and wishing to hold
such Firm Placed Shares and/or Placed Shares in registered form
must provide an address for registration of the Firm Placed Shares
and/or Placed Shares outside the United States.
Subject to certain exceptions, any person who applies for Firm
Placed Shares and/or Placed Shares will be deemed to have declared,
warranted and agreed that they are not, and that at the time of
application they will not be, in the United States, or acting on a
nondiscretionary basis for a person located within the United
States.
The Company reserves the right to treat as invalid any
application for Firm Placed Shares and/or Placed Shares or which
does not make a warranty to the effect that the person applying for
Firm Placed Shares and/or Placed Shares does not have a registered
address and is not otherwise located in the United States and is
not applying for Firm Placed Shares and/or Placed Shares with a
view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of the Firm Placed Shares
and/or Placed Shares in the United States or where the Company
believes application for such Firm Placed Shares and/or Placed
Shares may infringe applicable legal or regulatory
requirements.
In addition, until 40 days after the commencement of the Firm
Placing and Placing, an offer, sale or transfer of the Firm Placed
Shares and/or Placed Shares within the United States by a dealer
(whether or not participating in the Firm Placing and/or Placing)
may violate the registration requirements of the US Securities
Act.
3 Agreement to acquire Firm Placed Shares and/or Placed Shares
Each of the Firm Placing and the Placing is conditional upon the
following conditions:
a) the Resolutions being passed at the General Meeting;
b) the Placing Agreement having become unconditional in all
respects save for the condition relating to Admission, and not
being terminated in accordance with its terms before Admission
becomes effective; and
c) Admission becoming effective by not later than 8.00 a.m.
(London time) on 14 April 2016 (or such later time and/or date as
the Company, Numis and Peel Hunt may agree (being no later than 28
April 2016) in accordance with the terms of the Placing
Agreement).
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
Subject to the above conditions, a Placee agrees to become a
Shareholder and agrees to acquire Firm Placed Shares and/or Placed
Shares (as applicable) at the Issue Price. The number of Firm
Placed Shares issued to such Placee under the Firm Placing and/or
Placed Shares issued to such Placee under the Placing (as
applicable) shall be in accordance with the arrangements described
above, subject to the provisions of paragraph 7 of this appendix
with respect to the Placed Shares.
The commitments of a Non-Firm Placee to subscribe for the number
of Placed Shares allotted to them is subject to the right of the
Company to clawback any or all of such Placed Shares in order to
satisfy valid applications by Qualifying Shareholders under the
Open Offer or the Offer for Subscription. The number of Placed
Shares to be clawed back from Non-Firm Placees will be calculated
pro rata to each Non-Firm Placees' commitment to subscribe for
Placed Shares.
The Company has undertaken that the Firm Placed Shares and the
Placed Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares and will have the
same rights and restrictions as each Existing Ordinary Share,
including in respect of any dividends or distributions declared in
respect of the New Shares following Admission. The Firm Placed
Shares and the Placed Shares will not qualify for the dividend to
be declared on or about 31 March 2016 payable to Shareholders on
the Company's register as at on or about 8 April 2016.
4 Payment for Firm Placed Shares and/or Placed Shares
Each Placee undertakes to pay the Issue Price for the Firm
Placed Shares and/or Placed Shares (as applicable) issued to such
Placee in such manner as shall be directed by the Bookrunners. In
the event of any failure by a Placee to pay as so directed by the
Bookrunners, the relevant Placee shall be deemed hereby to have
appointed the Bookrunners or any nominee of the Bookrunners to sell
(in one or more transactions) any or all of the Firm Placed Shares
and/or Placed Shares (as applicable) in respect of which payment
shall not have been made as so directed and to have agreed to
indemnify on demand the Bookrunners in respect of any liability for
UK stamp duty and/or stamp duty reserve tax arising in respect of
any such sale or sales.
5 Representations and Warranties
By receiving this announcement, each Placee and, in the case of
paragraph 5 cc) of this appendix, any person confirming his
agreement to subscribe for Firm Placed Shares and/or Placed Shares
on behalf of a Placee or authorising the Bookrunners to notify a
Placee's name to the Registrars, is deemed to acknowledge, agree,
undertake, represent and warrant to each of the Bookrunners, the
Registrars and the Company that:
a) the Placee has read this announcement, including this
appendix in its entirety and acknowledges that its participation in
the Firm Placing and/or the Placing (as applicable) shall be made
solely on the terms and subject to the conditions set out in this
appendix, the Placing Agreement and the Articles. Such Placee
agrees that these this appendix and the terms and conditions
contained herein and the contract note issued by the Bookrunners to
such Placee represents the whole and only agreement between the
Placee, the Bookrunners and the Company in relation to the Placee's
participation in the Firm Placing and/or the Placing (as
applicable) and supersedes any previous agreement between any of
such parties in relation to such participation. Accordingly, all
other terms, conditions, representations, warranties and other
statements which would otherwise be implied (by law or otherwise)
shall not form part of this appendix and the terms and conditions
contained herein. Such Placee agrees that none of the Bookrunners
nor any of their officers or directors will have any liability for
any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
b) the Placee has the power and authority to subscribe for the
Placed Shares under the Placing and/or the Firm Placed Shares under
the Firm Placing (as applicable) and to execute and deliver all
documents necessary for such subscription;
c) neither the Bookrunners nor any person affiliated with the
Bookrunners or acting on their behalf is responsible for or shall
have any liability for any information, representation or statement
contained in this announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by a Placee to participate
in the Firm Placing and/or the Placing based on any information,
representation or statement contained in this announcement or
otherwise;
d) the Placee acknowledges that the New Shares will be admitted
to the Official List, and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of the FCA (collectively, the
"Exchange Information"), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account and that the Placee is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
e) the Placee acknowledges that neither of the Bookrunners, nor
any person affiliated with the Bookrunners, nor any person acting
on their behalf is making any recommendations to it or advising it
regarding the suitability or merits of any transaction it may enter
into in connection with the Firm Placing and/or the Placing, and
that participation in the Firm Placing and/or the Placing is on the
basis that it is not and will not be a client of the Bookrunners
for the purposes of the Firm Placing and/or the Placing (as
applicable) and the Placee acknowledges that neither the
Bookrunners, nor any person affiliated with the Bookrunners, nor
any person acting on its behalf has any duties or responsibilities
to the Placee for providing the protections afforded to its clients
or for providing advice in relation to the Firm Placing and/or the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of the Bookrunners' rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
f) the Placee has not relied on the Bookrunners or any person
affiliated with the Bookrunner in connection with any investigation
of the accuracy of any information contained in this announcement
or their investment decision and the Placee has relied on its own
investigation with respect to the Firm Placed Shares and/or the
Placed Shares and the Company in connection with its investment
decision;
g) in agreeing to purchase Firm Placed Shares under the Firm
Placing and/or Placed Shares under the Placing (as applicable), the
Placee is relying on this announcement including this appendix
and/or any prospectus and/or any supplementary prospectus issued by
the Company in connection with the Capital Raising (as the case may
be) or any regulatory announcement that may be issued by the
Company and not on any other information or representation
concerning the Group, the Firm Placing, the Placing, the Firm
Placed Shares or the Placed Shares;
h) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither the Bookrunners nor any
of their directors or employees shall be liable to a Placee for any
matter arising out of the role of the Bookrunners as the Company's
advisers and brokers or otherwise, and that where any such
liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against the Bookrunners and any of
their directors and employees which a Placee may have in respect
thereof;
i) the Placee has complied with all such laws and such Placee
will not infringe any applicable law as a result of such Placee's
agreement to purchase Firm Placed Shares under the Firm Placing
and/or Placed Shares under the Placing (as applicable) and/or
acceptance thereof or any actions arising from such Placee's rights
and obligations under the their agreement to purchase Firm Placed
Shares under the Firm Placing and/or Placed Shares under the
Placing (as applicable) and/or acceptance thereof or under the
Articles;
j) the Placee has accepted that its application is irrevocable
and if for any reason it becomes necessary to adjust the expected
timetable as set out in this announcement including this appendix,
the Company will make an appropriate announcement to a Regulatory
Information Service giving details of the revised dates. In
particular, the Company shall, in agreement with Numis and Peel
Hunt, be entitled to extend the last time and/or date for
applications under the Firm Placing and/or the Placing, and any
such extension will not affect applications already made, which
will continue to be irrevocable;
k) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement including this appendix and acknowledges and agrees to
comply with the selling restrictions set out in this announcement
including this appendix;
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
l) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Placee to exercise its rights and
perform and comply with its obligations to acquire the Firm Placed
Shares under the Firm Placing and/or Placed Shares under the
Placing; and (ii) to ensure that those obligations are legally
binding and enforceable, have been taken, fulfilled and done. The
Placee's exercise of its rights and/or performance under, or
compliance with its obligations under the Firm Placing and/or
Placing, does not and will not violate: (a) its constitutive
documents; or (b) any agreement to which the Placee is a party or
which is binding on the Placee or its assets;
m) the Firm Placed Shares and/or Placed Shares may not be
offered or sold in the United States absent (i) registration under
the US Securities Act or (ii) an available exemption from the
registration requirements under the US Securities Act. The Firm
Placed Shares and the Placed Shares have not been, and will not be,
registered under the US Securities Act and will not be offered to
the public in the United States;
n) the Placee is, and at the time the Firm Placed Shares and/or
Placed Shares are acquired will be, either:
(i) located outside of the United States and eligible to
participate in "offshore transaction" as defined in and in
accordance with Regulation S; or
(ii) located within the United States and
(A) is a QIB that is acquiring the Firm Placed Shares and/or
Placed Shares in a transaction that is exempt from the registration
requirements under the US Securities Act for its own account (or
for the account of a QIB as to which it has sole investment
discretion);
(B) is not an ERISA Entity; and
(C) has duly executed an investor letter in a form provided to
it and delivered the same to Peel Hunt and/or Numis or their
respective affiliates;
o) in the case of investors located in Canada (Alberta, British
Columbia, Ontario and Quebec only):
(i) the Placee is an accredited investor, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and a permitted client, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations;
(ii) the Placee acknowledges that it has received notice that
securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this offering document (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the Placee within the time
limit prescribed by the securities legislation of the purchaser's
province or territory and that the Placee should refer to any
applicable provisions of the securities legislation of the Placee's
province or territory for particulars of these rights or consult
with a legal advisor;
(iii) the Placee further acknowledges that it has received
notice that pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the Bookrunners, to the
extent applicable, are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with the offering;
(iv) by purchasing the New Shares, the Placee is deemed to have
acknowledged and consented to disclosure regarding their purchase
of the securities that may be required to be provided to the
applicable Canadian securities regulators; and
(v) upon receipt of this announcement including this appendix,
the Placee hereby confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the
securities described herein (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English
language only. Par la réception de ce document, chaque investisseur
canadien confirme par les présentes qu'il a expressément exigé que
tous les documents faisant foi ou se rapportant de quelque manière
que ce soit à la vente des valeurs mobilières décrites aux
présentes (incluant, pour plus de certitude, toute confirmation
d'achat ou tout avis) soient rédigés en anglais seulement;
p) if it is acquiring the Firm Placed Shares and/or Placed
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;
q) the Company, and any registrar or other agent of the Company,
will not be required to accept the registration of transfer of any
Firm Placed Shares and/or Placed Shares acquired by the Placee,
except upon presentation of evidence satisfactory to the Company
that the foregoing restrictions on transfer have been complied
with;
r) the Placee is not a resident of the Excluded Territories and
acknowledges that the Firm Placed Shares and the Placed Shares have
not been and will not be registered nor will a prospectus be
prepared in respect of the Firm Placed Shares and/or the Placed
Shares under the securities legislation of the Excluded Territories
and, subject to certain exceptions, may not be offered or sold,
directly or indirectly, in or into those jurisdictions;
s) in the case of a person who confirms to the Bookrunners on
behalf of a Placee an agreement to purchase Firm Placed Shares
under the Firm Placing and/or Placed Shares under the Placing
and/or who authorises the Bookrunners to notify such Placee's name
to the Registrars, that person represents and warrants that he has
authority to do so on behalf of the Placee;
t) the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Criminal
Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Anti-Terrorism Crime and Security Act 2001, and the Money
Laundering Regulations 2007 (the "Regulations") and undertakes to
provide satisfactory evidence of its identity within such
reasonable time (in each case to be determined in the absolute
discretion of the Bookrunners) to ensure compliance with the
Regulations and that if it is 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;
u) the Placee is not, and is not applying as nominee or agent
for, a person to whom the issue would give rise to a liability
under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depository receipts and clearance services) and that the Firm
Placed Shares and/or the Placed Shares (as applicable) are not
being acquired in connection with arrangements to issue depository
receipts or to issue or transfer Firm Placed Shares and/or Placed
Shares (as applicable) into a clearing system;
v) if the Placee is a resident in the European Economic Area, it
is a "qualified investor" within the meaning of the law in the
relevant Member State implementing Article 2(1)(e)(i), (ii) or
(iii) of the Prospectus Directive (Directive 2003/71/EC)
("Prospectus Directive");
w) the Placee has not offered or sold and will not offer or sell
any Firm Placed Shares and/or Placed Shares (as applicable) to
persons in the UK prior to Admission except to "qualified
investors" as defined in Article 2(1)(e) of the Prospectus
Directive;
x) the Placee is (a) a person falling within Article 19(5) of
the FPO or (b) a person falling within Article 49(2)(a) to (d) of
the FPO and undertakes that it will acquire, hold, manage or
dispose of any Firm Placed Shares or Placed Shares (as applicable)
that are allocated to it for the purposes of its business or (c) a
person to whom this announcement may otherwise be lawfully
communicated;
y) if the Placee is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex
II/Article 24 (2) of MiFID and is not participating in the Firm
Placing and/or Placing on behalf of persons in the EEA other than
professional clients or persons in the UK and other Member States
(where equivalent legislation exists) for whom the Placee has
authority to make decisions on a wholly discretionary basis;
z) in the case of any Firm Placed Shares and/or Placed Shares
acquired by the Placee as a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive: (A) the Firm
Placed Shares and/or Placed Shares acquired by the Placee in the
Firm Placing and/or Placing have not been acquired on behalf of,
nor have they been acquired with a view to their placing or resale
to, persons in any relevant member state other than qualified
Placees, as that term is defined in the Prospectus Directive, or in
other circumstances falling within Article 3(2) of the Prospectus
Directive and the prior consent of Numis and/or Peel Hunt has been
given to the placing or resale; or (B) where Firm Placed Shares
and/or Placed Shares have been acquired by the Placee on behalf of
persons in any relevant Member State other than qualified Placees,
the Firm Placing of those Firm Placed Shares and/or Placing of
those Placed Shares to it is not treated under the Prospectus
Directive as having been made to such persons;
aa) the Placee 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(1) of FSMA) relating to the Firm
Placed Shares and or the Placed Shares (as applicable) in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
bb) the exercise by the Bookrunners of any rights or discretions
under the Placing Agreement shall be within their absolute
discretion and the Bookrunners need not have any reference to any
Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it shall have no rights
against the Bookrunners or their directors or employees under the
Placing Agreement;
cc) the Placee acknowledges that any money held in an account
with the Bookrunners 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. The
Placee further 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
Bookrunners' money in accordance with the client money rules and
will be used by the Bookrunners in the course of its own business;
and the Placee will rank only as a general creditor of the
Bookrunners;
dd) the Placee is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Firm Placed Shares
and/or Placed Shares or the agreement by it to acquire any Firm
Placed Shares and/or Placed Shares;
ee) the Placee irrevocably appoints any director of the Company,
Numis or Peel Hunt as its agent for the purposes of executing and
delivering to the Company and/or the Registrar any documents on its
behalf necessary to enable it to be registered as the holder of any
of the Firm Placed Shares and/or Placed Shares agreed to be taken
up by it under the Firm Placing and/or Placing and otherwise to do
all acts, matters and things as may be necessary for, or incidental
to, its acquisition of any Firm Placed Shares and/or Placed Shares
in the event of its failure so to do;
ff) Numis and/or Peel Hunt may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Firm Placed Shares and/or Placed Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Numis and/or Peel Hunt will not make
any public disclosure in relation to such transactions; and
gg) Peel Hunt and/or Numis and each of their respective
affiliates, each acting as a Placee for its or their own
account(s), may bid or subscribe for and/or purchase Firm Placed
Shares and/or Placed Shares and, in that capacity, may retain,
purchase, place to sell or otherwise deal for its or their own
account(s) in the Firm Placed Shares and/or Placed Shares, any
other securities of the Company or other related investments in
connection with the Firm Placing and/or Placing or otherwise.
Accordingly, references in this announcement including in this
appendix to the Firm Placed Shares and/or Placed Shares being
issued, subscribed, acquired or otherwise dealt with should be read
as including any issue, subscription, acquisition or dealing by
Peel Hunt, Numis and/or any of their respective affiliates, acting
as a Placee for its or their own account(s). Neither Numis, Peel
Hunt nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so.
The Placee acknowledges and understands that the Company and the
Bookrunners will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, acknowledgements and
undertakings.
The Placee indemnifies on an after-tax basis and hold harmless
the Bookrunners and each person affiliated with the Bookrunners and
any person acting on their behalf from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings set out in this appendix and further agrees that the
provisions of this appendix shall survive after completion of the
Firm Placing and the Placing.
6 Representations, warranties and selling and transfer
restrictions relating to Placees located in the United States
a) This announcement is not an offer of securities for sale in
the United States. The Firm Placed Shares and the Placed Shares
have not been, and will not be, registered under the US Securities
Act or with any securities regulatory authority of or under the
applicable securities laws or regulations of any state or other
jurisdiction of the United States and may not be offered or sold in
the United States except in transactions exempt from, or not
subject to, the registration requirements of the US Securities Act.
The Firm Placed Shares and the Placed Shares may be offered and
sold only (a) in the United States to a limited number of persons
that are all reasonably believed to be QIBs that are not ERISA
Entities in transactions exempt from, or not subject to, the
registration requirements under the US Securities Act, and (b)
outside the United States in "offshore transactions" within the
meaning of, and in reliance on, Regulation S. In addition, until 40
days after the commencement of the Firm Placing and Placing, any
offer or sale of the Firm Placed Shares and Placed Shares within
the United States by any dealer (whether or not participating in
the Firm Placing and Placing) may violate the registration
requirements of the US Securities Act if such offer or sale is made
otherwise than in accordance with Regulation S or another available
exemption from registration under the US Securities Act.
b) Each purchaser of Firm Placed Shares and the Placed Shares
within the United States, by accepting delivery of this
announcement, will be deemed to have acknowledged, agreed,
undertaken, represented and warranted that it has received a copy
of this announcement and such other information as it deems
necessary to make an investment decision and that:
(i) the Firm Placed Shares and Placed Shares are being offered
and sold in a transaction not involving a public offering of
securities in the United States, and the Firm Placed Shares and
Placed Shares have not been and will not be registered under the US
Securities Act or with any state or other jurisdiction of the
United States, nor approved or disapproved by the SEC, any state
securities commission in the United States or any other United
States regulatory authority and agree not to reoffer, resell,
pledge or otherwise transfer the Firm Placed Shares and Placed
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States. The Firm Placed
Shares and the Placed Shares have not been and will not be
registered under the securities legislation of, or with any
securities regulatory authority of, any other Excluded
Territory;
(ii) the Placee is, and at the time the Firm Placed Shares
and/or Placed Shares are acquired will be, either (a) located
outside of the United States and eligible to participate in an
"offshore transaction" as defined in and in accordance with
Regulation S, or (b) located within the United States and is a QIB
that is not an ERISA Entity that is acquiring the Firm Placed
Shares and/or Placed Shares in a transaction that is exempt from
the registration requirements under the US Securities Act for its
own account (or for the account of a QIB that is not an ERISA
Entity as to which it has sole investment discretion) and has duly
executed an investor letter in a form provided to it and delivered
the same to Peel Hunt and/or Numis or their respective
affiliates;
(iii) the Placee is not acquiring the Firm Placed Shares and/or
Placed Shares as a result of any "directed selling efforts" as
defined in Regulation S or as a result of any form of general
solicitation or general advertising (within the meaning of Rule
502(c) of Regulation D under the US Securities Act);
(iv) the Placee is acquiring the Firm Placed Shares and/or
Placed Shares for investment purposes only and not with a view to
any resale, distribution or other disposition of the Firm Placed
Shares and/or Placed Shares in violation of the US Securities Act
or any other United States federal or applicable state securities
laws;
(v) the Placee invests in or purchases securities similar to the
Firm Placed Shares and/or Placed Shares in the normal course of its
business and it has such knowledge, skill and experience in
financial, and business and investment matters as to be capable of
evaluating the merits and risks of an investment in the Firm Placed
Shares and/or Placed Shares;
(vi) with the assistance of its own professional advisers, to
the extent that the Placee, as the case may be, deemed appropriate,
the Placee has made its own legal, tax, accounting, and financial
evaluation of the merits and risks of an investment in the Firm
Placed Shares and/or Placed Shares and the consequences of
investing in the Firm Placed Shares and Placed Shares and conducted
its own investigation with respect to the Company and the Firm
Placed Shares and/or Placed Shares, and the Placee has concluded
that an investment in the Firm Placed Shares and/or Placed Shares
is suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Firm Placed Shares and/or Placed
Shares, in light of each such person's own circumstances and
financial condition and based upon each such person's investment
objectives and financial requirements;
(MORE TO FOLLOW) Dow Jones Newswires
March 22, 2016 03:01 ET (07:01 GMT)
Primary Health Properties (LSE:PHP)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Primary Health Properties (LSE:PHP)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
