TIDMPHP
RNS Number : 3721N
Primary Health Properties PLC
24 September 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR
SOLD IN OR INTO THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC
OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE
UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE
REPUBLIC OF IRELAND.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANY
JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
Primary Health Properties PLC
("PHP" or the "Company")
Proposed Placing to raise GBP75 million
Introduction
PHP today announces its intention to issue new ordinary shares
of 12.5 pence each (the "Placing Shares") to raise in aggregate
gross proceeds of GBP75 million with the ability to upscale to
GBP100 million subject to demand (the "Placing").
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild") which will open immediately following the release
of this announcement. Numis Securities Limited ("Numis") and Peel
Hunt LLP ("Peel Hunt") (together, the "Banks") are acting as joint
bookrunners in connection with the Placing. The Placing will only
be made available to invited eligible institutional investors in
certain specified jurisdictions. A further announcement confirming
the number of new Placing Shares to be issued pursuant to the
Placing (the "Placing Shares") and final details of the Bookbuild
is expected to be made in due course.
Background to and reasons for the Placing
Since the Company's last equity fundraising in March 2018 and
latest convertible bond issue in June 2019, the Company has
continued to execute successfully its strategy, delivering net
asset growth through a combination of acquisitions and the
enhancement of existing assets, and reducing PHP's average cost of
debt. Having successfully completed the integration of the MedicX
portfolio and delivered the GBP4 million of operating synergies
outlined at the time of the transformational merger with MedicX in
March 2019 (the "Merger"), the Company has continued to acquire
assets and commit to development funding in both the UK and
Ireland.
During the current year, the Company has seen a rise in the
number of opportunities for funding new developments both in
Ireland and in the United Kingdom. The Directors believe these
transactions to be very attractive for PHP as they typically
involve the development of larger medical centres that house bigger
GP practices providing a more integrated healthcare offering in
line with PHP's stated strategy of focusing on hub primary care
centres. They also represent a source of supply of more modern
buildings, built to high environmental standards and let on long
leases, into the PHP portfolio.
The acquisition of MedicX has brought a number of opportunities
to fund new developments through its range of relationships with
developers, some of which it had not been able to take forward
before the Merger. Currently, the Company has contracted to fund
the development and acquisition of 8 medical centre properties in
the United Kingdom and Ireland, which are at various stages of
construction and involving a total capital commitment of
approximately GBP60 million.
In addition, the Board has approved funding for the development
of a further four sites in the United Kingdom, where PHP is in the
advanced stage of finalising agreements to fund the development and
acquisition and development funding agreements are anticipated to
be signed in the coming weeks, at an estimated capital cost of
GBP20 million. The Company has also agreed terms on 4 further
developments of medical centres in Ireland involving a total
capital commitment of approximately GBP50 million (EUR55
million).
As funding the development and acquisition of new medical
centres involves committing to make capital available during the
length of the development, typically 12-18 months, it is proposed
to use equity to finance these investment commitments and
accordingly the proceeds of the Placing will be ear-marked to fund
the developments identified above. If funded by equity, these
developments as they complete will increase the value of unfettered
assets in the PHP portfolio and strengthen its balance sheet. The
Placing is not conditional upon these developments proceeding and
if any of them do not complete then the net proceeds will be
retained for use in connection with PHP's acquisition pipeline or
for general commercial activities, or a combination thereof.
The Company continues to have a pipeline of further acquisition
opportunities for standing let investments which remains
significant with the Company currently analysing or negotiating a
number of potential transactions. The Company has access to a broad
range of financing options, including committed but undrawn debt.
In combination, the positive gap between rental yields and
financing and management costs remains robust and provides
opportunities for PHP to make earnings enhancing and cash
generative property investments. Accordingly, the Directors will
continue to employ a selective and disciplined approach to
acquisitions to support continued portfolio strength through
funding selected investment opportunities.
Acquisitions will be supplemented by active management of
existing assets, aiming to deliver further income and valuation
growth. Capital expenditure of approximately GBP5 million is
expected to be incurred or committed in the current year to
generate additional income and secure the extension of unexpired
occupational lease terms. By way of comparison, in 2018 sixteen
asset management projects were completed at a cost of GBP4.4
million, which generated additional rental income of GBP0.2 million
per annum.
Following the Placing, the Company intends to maintain its
strategy of paying a progressive dividend that is covered by
earnings in each financial year.
Details of the Placing
Numis Securities Limited ("Numis") and Peel Hunt LLP ("Peel
Hunt") (together, the "Banks") will commence a bookbuilding process
in respect of the Placing (the "Bookbuild" or the "Bookbuilding
Process"). The book will open with immediate effect. The Banks have
entered into an agreement with PHP (the "Placing Agreement") under
which, subject to the conditions set out therein, the Banks will
agree to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at a price determined through
the Bookbuild and as set out in the Placing Agreement. The Placing
is subject to the terms and conditions set out in the appendix to
this Announcement (the "Appendix"). Members of the public are not
entitled to participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares. The
price per Ordinary Share at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Placing. Details of the number of Placing Shares will be announced
as soon as practicable after the closing of the Bookbuild.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange" and together, "Admission"). It is expected
that Admission will take place at or around 8.00 a.m. (London time)
on 26 September 2019 (or such later date as may be agreed between
the Company and the Banks). The Placing is conditional upon, inter
alia, Admission becoming effective. The Placing is also conditional
upon the Placing Agreement not being terminated in accordance with
its terms.
Certain of the Directors, or their connected persons as defined
in sections 252-255 of the Companies Act 2006, being Steven Owen,
Harry Hyman, Richard Howell, Peter Cole, Ian Krieger and Dr Stephen
Kell have indicated their intention to subscribe for Placing Shares
in the Placing. Further details of the Placing and the
participation by the Directors in the Placing will be set out in
the announcement to be made at the closing of the Placing.
The Appendix (which forms part of this Announcement) sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
Market Abuse Regulation
This announcement is released by Primary Health Properties PLC
and contains insider information for the purposes of the Market
Abuse Regulation (EC No. 594/2014) ("MAR") and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
The person responsible for arranging the release of this
information is Nexus Management Services Limited, Company Secretary
to the Company.
For further information contact:
Primary Health Properties PLC
Harry Hyman, Managing Director
Richard Howell, Finance Director 020 7451 7050
Buchanan
David Rydell / Steph Watson / Tilly Abraham 0207 466 5066
Numis Securities Limited
James Black / Nathan Brown / Kevin Cruickshank
/ Jamie Loughborough 020 7260 1000
Peel Hunt LLP
Capel Irwin / Jock Maxwell-MacDonald / Harry
Nicholas 020 7418 8900
IMPORTANT NOTICE
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.
This announcement and the information contained herein is not
for release, publication or distribution to persons in the United
States, Canada, Australia, Japan, New Zealand or the Republic of
South Africa or in any jurisdiction where to do so would breach any
applicable law. The Placing 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 Placing Shares is being made by virtue of this announcement in
or into the United States (including its territories and
possessions, any state of the United States and the District of
Columbia), 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 Placing Shares in
any jurisdiction where action for that purpose may be required,
other than in the United Kingdom.
This announcement does not constitute an offer of securities for
sale in the United States. The Placing Shares have not been and
will not be registered under the United States 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. Subject to certain exceptions, the Placing Shares
are being offered only outside of the United States pursuant to
Regulation S under the US Securities Act and may not be offered,
sold, transferred or delivered, directly or indirectly, in or into
the United States except pursuant to an exemption from 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. There will be no public
offer of Placing Shares in the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Each Placee should consult with its own advisers as to the
legal, tax, business and related aspects of a purchase of the
Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
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 Placing 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 Placing 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
Placing 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 Placing 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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; Placing Shares offer no guaranteed income
and no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 view as at the date of this announcement 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
rules of the FCA, the London Stock Exchange or by law (and in
particular the Prospectus Regulation Rules, the Disclosure Guidance
and Transparency Rules, MAR 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.
By participating in the Bookbuilding Process and the Placing,
each Placee by choosing to participate in the Placing by making an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in the
appendix to this announcement and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the appendix to this announcement
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 Placing. If in any doubt about any of
the contents of this announcement, independent professional advice
should be obtained. This announcement does not constitute a
recommendation concerning the Placing.
APPIX 1
In this announcement, the following expressions have the
following meanings unless the context requires otherwise:
Admission the admission of the Placing Shares
issued pursuant to the Placing
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
Articles the articles of association of
the Company
Board the Directors of the Company
Primary Health Properties Primary Health Properties PLC,
PLC or the Company a public limited company incorporated
in England and Wales with registered
number 03033634
certificated or in certificated in relation to a share or other
form security, a share or other security
which is not in uncertificated
form
Code the US Internal Revenue Code of
1986, as amended
Companies Act the Companies Act 2006 as amended
CREST the relevant system, as defined
in the CREST Regulations for paperless
settlement of share transfers and
the holding of shares in uncertificated
form (in respect of which Euroclear
is the operator as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 01/378), as amended
Directors the executive director and non-executive
directors of the Company
Disclosure Guidance and the rules relating to the disclosure
Transparency Rules of 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; (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 (iv)
any governmental, church, non-US
or other employee benefit plan
that is subject to any federal,
state, local or non-US 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 Placing 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
Excluded Territories Australia, Canada, Japan, New Zealand
and South Africa and any other
jurisdiction where the extension
or availability of the Placing
(and any other transaction contemplated
thereby) would breach any applicable
law or regulation
Existing Ordinary Shares the 1,136,288,474 Ordinary Shares
in issue as at the date of this
announcement
Financial Conduct Authority the Financial Conduct Authority
or FCA of the United Kingdom
FPO Financial Services and Markets
Act 2000 (Financial Promotion)
Order 2005
FSMA the Financial Services and Markets
Act 2000, as amended
Group the Company and each of its subsidiaries
and subsidiary undertakings from
time to time
Joint Bookrunners each of Numis and Peel Hunt
Listing Rules the Listing Rules made by the FCA
under Part VI of FSMA
London Stock Exchange London Stock Exchange PLC
MAR the Market Abuse Regulation (EC
No. 594/2014)
Member State a sovereign state which is a member
of the European Union
Numis Numis Securities Limited
Official List the Official List of the Financial
Conduct Authority pursuant to Part
VI of FSMA
Ordinary Shares or Shares ordinary shares of 12.5 pence each
in the share capital of the Company
Peel Hunt Peel Hunt LLP
Placees a placee procured by the Joint
Bookrunners in connection with
the Placing
Placing the conditional placing by the
Joint Bookrunners as agents for
and on behalf of the Company of
the Placing Shares pursuant to
the Placing Agreement
Placing Agreement the conditional placing agreement
dated on or around the date of
this announcement between the Company,
Numis and Peel Hunt relating to
the Placing
Placing Shares the new Ordinary Shares to be issued
pursuant to the Placing
Pounds Sterling or GBP the lawful currency of the United
Kingdom
Prospectus Regulation Regulation (EU) No 2017/1129
Prospectus Regulation the Prospectus Regulation Rules
Rules published by the FCA
QIB a "qualified institutional buyer"
as defined in Rule 144A(a)(1) under
the US Securities Act
Registrars Equiniti Limited
Regulation D Regulation D under the US Securities
Act
Regulation S Regulation S under the US Securities
Act
Regulatory Information one of the regulatory information
Service services authorised by the Financial
Conduct Authority to receive, process
and disseminate regulatory information
in respect of listed companies
REIT a company to which Part 4 of the
Finance Act 2006 applies in respect
of all of its assets and businesses
uncertificated or in recorded on the relevant register
uncertificated form of the 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
of 1933, as amended
APPIX 2
TERMS AND CONDITIONS OF THE PLACING
1. DETAILS OF THE PLACING
1.1 Each of the Joint Bookrunners is acting as bookrunner in
connection with the Placing and has entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, each of the Joint
Bookrunners, as agent for and on behalf of the Company, has
severally, and not jointly, or jointly and severally, agreed to use
its reasonable endeavours to procure placees for the Placing Shares
at the Placing Price.
1.2 The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid up and will be issued subject
to the Company's articles of association and rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of the Ordinary Shares after the date of
issue of the Placing Shares, and will on issue be free of all
pre-emption rights, claims, liens, charges, encumbrances and
equities. The Placing is not being underwritten.
1.3 No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this announcement (including this
appendix).
1.4 As part of the Placing, the Company has agreed that it will
not issue or sell any Ordinary Shares for a period of 60 days after
Admission (as defined below) without the prior written consent of
the Joint Bookrunners. This agreement is subject to certain
customary exceptions.
2. APPLICATION FOR LISTING AND ADMISSION TO TRADING
2.1 Applications have been made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the FCA (the "Official List") and to the London Stock Exchange
plc (the "London Stock Exchange") for admission to trading of the
Placing Shares on its main market for listed securities (together,
"Admission").
2.2 It is expected that Admission of the Placing Shares will
occur at or before 8.00 a.m. BST on 26 September 2019 (or such
later time or date as the Joint Bookrunners may agree with the
Company, being no later than 8.30 a.m. BST on 10 October 2019 (the
"Long Stop Date")) and that dealings in the Placing Shares will
commence at that time.
2.3 Admission is subject to the Placing Agreement becoming
unconditional in all respects and not having been terminated in
accordance with its terms.
3. BOOKBUILDING PROCESS
3.1 The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. This
appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
3.2 The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
4. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
4.1 The Joint Bookrunners are arranging the Placing severally,
and not jointly, or jointly and severally, as bookrunners and
placing agents of the Company.
4.2 Participation in the Placing will only be available to
persons who may lawfully, and are invited to, participate in the
Placing. Each of the Joint Bookrunners may itself agree to be a
Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
4.3 The Bookbuilding Process will establish a single price per
Placing Share payable to the Joint Bookrunners by all Placees whose
bids are successful (the "Placing Price"). The Placing Price and
the aggregate proceeds to be raised through the Placing will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuilding Process. The Placing Price will be
announced through a Placing results announcement (the "Placing
Results Announcement") following the completion of the Bookbuilding
Process. No commissions will be paid to Placees or by the Placees
in respect of any Placing Shares.
4.4 To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
Numis or Peel Hunt. Each prospective Placee's allocation of Placing
Shares will be confirmed to prospective Placees orally by Numis or
one of its affiliates, and a contract note will be dispatched as
soon as practicable thereafter as evidence of such Placee's
allocation and commitment. The terms and conditions of this
appendix will be deemed incorporated into the contract note. That
oral confirmation will constitute an irrevocable legally binding
commitment upon that person (who at that point will become a
Placee) in favour of the Company and the Joint Bookrunners to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this appendix
and in accordance with the Articles.
4.5 The Bookbuilding Process is expected to close no later than
4.00p.m. (London time) on 24 September 2019 but may be closed
earlier or later at the discretion of the Joint Bookrunners. The
Joint Bookrunners may, in agreement with the Company: (a) allocate
Placing Shares after the Bookbuilding Process has closed to any
person submitting a bid after that time, (b) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time, and/or (c) choose to accept bids,
either in whole or in part, on the basis of allocations determined
at their discretion and may scale down any bids for this purpose on
such basis as they may determine.
4.6 The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process, detailing the
aggregate number of the Placing Shares to be issued and the Placing
Price at which such shares have been placed.
4.7 An offer to acquire Placing Shares, which has been already
communicated by a prospective Placee to either of the Joint
Bookrunners which has not been withdrawn or revoked prior to
publication of the Placing Results Announcement, shall not be
capable of withdrawal or revocation following the publication of
this announcement without the consent of the Joint Bookrunners.
4.8 Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner (as agent
for the Company), to pay to it (or as it may direct) in cleared
funds immediately on the settlement date in accordance with the
registration and settlement requirements set out below an amount
equal to the product of the Placing Price and such number of
Placing Shares that such Placee has agreed to acquire and that the
Company has agreed to allot to it.
4.9 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
4.10 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing Agreement".
4.11 By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee. Each Placee's
obligations will be owed to the Company, and to Numis and Peel Hunt
(as applicable).
4.12 To the fullest extent permissible by law, neither the Joint
Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Placing.
4.13 The Placing Shares will be issued subject to the terms and
conditions of this announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
4.14 All references to times and dates in this announcement are
to times and dates in the United Kingdom and may be subject to
amendment. The relevant Joint Bookrunner shall notify the Placees
and any person acting on behalf of the Placees of any changes.
5. CONDITIONS OF THE PLACING
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. Each of the Joint Bookrunner's obligations under
the Placing Agreement in respect of the Placing Shares are
conditional on, amongst other things:
5.1.1 the Company having complied with all of its obligations
under the Placing Agreement which fall to be performed or satisfied
prior to Admission;
5.1.2 the Company retaining its REIT status at all times up until Admission;
5.1.3 certain publication of announcement obligations (including
with respect to this announcement);
5.1.4 none of the warranties in the Placing Agreement being
untrue or inaccurate or misleading on and as of the date of the
Placing Agreement and at all times before Admission by reference to
the facts and circumstances then subsisting;
5.1.5 no material adverse change in, or any development likely
to involve a prospective material adverse change in or affecting,
the operations, the condition (financial, operational, legal or
otherwise) or in the trading position, earnings, management,
general affairs, solvency or prospects of the Group, taken as a
whole, whether or not foreseeable and whether or not arising in the
ordinary course of business having occurred, in each case prior to
Admission;
5.1.6 the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
5.1.7 the delivery by the Company the Joint Bookrunners
immediately prior to Admission of a certificate signed for and on
behalf of the Company by a Director on behalf thereof confirming,
inter alia, that the warranties given by the Company in the Placing
Agreement remain true and accurate; and
5.1.8 Admission occurring no later than 8.00 a.m. BST on 26 September 2019,
(the "Conditions").
5.2 The Joint Bookrunners may, at their discretion and upon such
terms as they think fit, waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the Conditions or extend the time or date provided for
fulfilment of any such Conditions in respect of all or any part of
the performance thereof. The condition in the Placing Agreement
relating to Admission may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
announcement.
5.3 If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Joint Bookrunners
may agree with the Company, being no later than the Long Stop
Date); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Termination of the Placing
Agreement", the Placing will not proceed and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
5.4 Neither the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
6. TERMINATION OF THE PLACING AGREEMENT
6.1 Each of the Joint Bookrunners is entitled, at any time
before Admission, to terminate the Placing Agreement in accordance
with its terms in certain circumstances, including (amongst other
things) if at any time before Admission, either of the Joint
Bookrunners becomes aware that:
6.1.1 any statement contained in this announcement or the
investor presentation has become or been discovered to be untrue,
inaccurate or misleading in any material respect or that there has
been an omission therefrom; or
6.1.2 any of the warranties in the Placing Agreement was, when
given, untrue, inaccurate or misleading in any material respect;
or
6.1.3 any of the warranties in the Placing Agreement has ceased
to be true, accurate or not misleading in any material respect (or
would not be true, accurate or not misleading in any material
respect if then repeated) by reference to the facts subsisting at
the time; or
6.1.4 there has occurred, which in either of the Joint
Bookrunners' opinion (acting, in each case, in good faith) a
material adverse change; or
6.1.5 the Company has failed to comply in any respect with its
obligations under the Placing Agreement or it commits a breach of
the rules and regulations of the FCA and/or London Stock Exchange
and/or the Listing Rules, FSMA, MAR or any other applicable
law.
6.2 If the Placing Agreement is terminated in accordance with
its terms, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising in relation to
such termination) from their respective obligations under or
pursuant to the Placing Agreement subject to certain
exceptions.
6.3 By participating in the Placing, each Placee agrees that (i)
the exercise by a Joint Bookrunner of any right of termination or
of any other discretion under the Placing Agreement shall be within
the absolute discretion of such Joint Bookrunner and that it need
not make any reference to, or consult with, Placees and that it
shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Termination of the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission
or termination by it after the oral confirmation of its allocation
and commitment pursuant to the terms and conditions set out in this
appendix. Without limitation to the foregoing, Placees will have no
rights against the Joint Bookrunners, the Company or any of their
respective directors, officers or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BYRJ5J14) following Admission will take place within the CREST
system, subject to certain exceptions. The Joint Bookrunners each
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees in certificated
form if, in Numis' opinion, delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
7.2 Following the close of the Bookbuilding Process, each Placee
to be allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares allocated to
them at the Placing Price, the aggregate amount owed by such Placee
to the relevant Joint Bookrunner and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has
in place with the relevant Joint Bookrunner.
7.3 Placees should settle against the CREST ID provided to them
by either Numis or Peel Hunt. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
7.4 It is expected that settlement will take place on 26
September 2019 on a T+2 basis in accordance with the instructions
set out in the contract note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
7.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, the Joint Bookrunners may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Joint Bookrunners'
account, and to the extent applicable, the Company's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
will be required to bear any stamp duty or stamp duty reserve tax
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale,
transfer or delivery of the Placing Shares (or, for the avoidance
of doubt, if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Joint Bookrunners nor the Company
shall be responsible for payment thereof.
7.8 Placees are not be entitled to receive any fee or commission
in connection with the Placing.
8. REPRESENTATIONS AND WARRANTIES
8.1 By receiving this announcement, each Placee and, in the case
of paragraph 8.1.24 of this appendix, any person confirming his
agreement to subscribe for Placing Shares on behalf of a Placee or
participating in the Bookbuilding process by submitting a bid to
the Joint Bookrunners, is deemed to acknowledge, agree, undertake,
represent and warrant to each of the Joint Bookrunners, the
Registrars and the Company that:
8.1.1 the Placee has read and understood this announcement,
including this appendix, in its entirety and acknowledges that its
participation in the Placing 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 this appendix
and the terms and conditions contained herein and the contract note
issued by the Joint Bookrunners to such Placee represents the whole
and only agreement between the Placee, the Joint Bookrunners and
the Company in relation to the Placee's participation in the
Placing 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 Joint 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;
8.1.2 it has not received a prospectus or other offering
document in connection with the Placing and acknowledges that no
prospectus or other offering document: (a) is required under the
Prospectus Regulation; and (b) has been or will be prepared in
connection with the Placing;
8.1.3 the Placee has the power and authority to subscribe for
the Placing Shares under the Placing and to execute and deliver all
documents necessary for such subscription;
8.1.4 neither the Joint Bookrunners nor any person affiliated
with the Joint 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 Placing based on any information, representation
or statement contained in this announcement or otherwise;
8.1.5 the Placee acknowledges that the Placing 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;
8.1.6 the Placee acknowledges that neither of the Joint
Bookrunners, nor any person affiliated with the Joint 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 Placing, and
that participation the Placing is on the basis that it is not and
will not be a client of the Joint Bookrunners for the purposes of
the Placing and the Placee acknowledges that neither the Joint
Bookrunners, nor any person affiliated with the Joint 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
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 Joint Bookrunners'
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
8.1.7 (i) it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in
connection with the Placing; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved and has satisfied itself concerning the
relevant tax, legal, currency and other economic consideration
relevant to its subscription for Placing Shares;
8.1.8 the Placee has not relied on the Joint Bookrunners or any
person affiliated with the Joint 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 Placing Shares and the
Company in connection with its investment decision;
8.1.9 in agreeing to purchase Placing Shares under the Placing,
the Placee is relying on this announcement including this appendix
issued by the Company in connection with the Placing or any
regulatory announcement that may be issued by the Company and not
on any other information or representation concerning the Group,
the Placing or the Placing Shares;
8.1.10 save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither the Joint Bookrunners
nor any of their directors or employees shall be liable to a Placee
for any matter arising out of the role of the Joint 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 Joint Bookrunners and
any of their directors and employees which a Placee may have in
respect thereof;
8.1.11 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 Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the their agreement to purchase
Placing Shares under the Placing and/or acceptance thereof or under
the Articles;
8.1.12 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 Placing, and any such extension will not
affect applications already made, which will continue to be
irrevocable;
8.1.13 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;
8.1.14 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 Placing
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 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;
8.1.15 the Placing Shares have not been and will not be
registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the US Securities
Act and in each case in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Placing Shares will not be offered to the public in the United
States and no representation is being made as to the availability
of any exemption under the US Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares;
8.1.16 the Placee and the person(s), if any, for whose account
and benefit it is subscribing for the Placing Shares is, and at the
time the Placing Shares are acquired will be, either:
(a) located outside of the United States and subscribing for the
Placing Shares only in an "offshore transaction" as defined in and
in accordance with Regulation S; or
(b) if specifically agreed with the Company and the Joint
Bookrunners, located within the United States and
(i) is a QIB that is acquiring the Placing 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);
(ii) is not (unless otherwise agreed by the Company) an ERISA Entity; and
(iii) 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;
8.1.17 it understands and acknowledges that, under United States
federal tax laws, the Placing Shares likely will be considered an
equity interest in a passive foreign investment company (a "PFIC")
as defined in the United States Internal Revenue Code of 1986, as
amended. It further understands and acknowledges that it may be
subject to adverse U.S. federal income tax consequences as a result
of the Company's PFIC status, and it agrees that it will seek its
own independent specialist advice with respect to the U.S. tax
consequences of its interest in the Placing Shares;
8.1.18 it is not acquiring Placing 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 of
the Securities Act);
8.1.19 it is acquiring the Placing Shares for investment
purposes and is not acquiring the Placing Shares with a view to, or
for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act) that would be in
violation of the securities laws of the United States or any state
thereof;
8.1.20 it acknowledges that any Placing Shares offered and sold
in the United States are "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Act and further agrees that,
so long as the Placing Shares are restricted securities, it will
segregate such Placing Shares from any other shares in the Company
that it holds that are not restricted securities and will not
deposit the Placing Shares into any depositary receipt facility
maintained by any depositary bank in respect of the Company's
ordinary shares;
8.1.21 if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
8.1.22 the Company, and any registrar or other agent of the
Company, will not be required to accept the registration of
transfer of any Placing Shares acquired by the Placee, except upon
presentation of evidence satisfactory to the Company that the
foregoing restrictions on transfer set out in this announcement,
including this appendix, have been complied with;
8.1.23 the Placee is not a resident of the Excluded Territories
and acknowledges that the Placing Shares have not been and will not
be registered nor will a prospectus be prepared in respect of the
Placing 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;
8.1.24 in the case of a person who confirms to the Joint
Bookrunners on behalf of a Placee an agreement to purchase Placing
Shares under the Placing and/or who authorises the Joint
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;
8.1.25 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, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (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 Joint 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;
8.1.26 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
Placing Shares are not being acquired in connection with
arrangements to issue depository receipts or to issue or transfer
Placing Shares into a clearing system;
8.1.27 if the Placee is a resident in the European Economic Area
("EEA"), it is a "qualified investor" within the meaning of the law
in the relevant Member State implementing Article 2(1)(e) of the
Prospectus Regulation;
8.1.28 the Placee has not offered or sold and will not offer or
sell any Placing Shares to persons in the UK prior to Admission
except to "qualified investors" as defined in Article 2(1)(e) of
the Prospectus Regulation;
8.1.29 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 Placing Shares that are allocated to it for the
purposes of its business or (c) a person to whom this announcement
may otherwise be lawfully communicated;
8.1.30 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
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;
8.1.31 in the case of any Placing Shares acquired by the Placee
as a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation: (A) the Placing Shares acquired by
the Placee in the 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 Regulation, or in other
circumstances falling within Article 5(1) of the Prospectus
Regulation and the prior consent of the Joint Bookrunners has been
given to the placing or resale; or (B) where Placing Shares have
been acquired by the Placee on behalf of persons in any relevant
Member State other than qualified Placees, the Placing of those
Placing Shares to it is not treated under the Prospectus Regulation
as having been made to such persons;
8.1.32 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
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
8.1.33 the exercise by the Joint Bookrunners of any rights or
discretions under the Placing Agreement shall be within their
absolute discretion and the Joint 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 Joint Bookrunners or their directors or
employees under the Placing Agreement;
8.1.34 the Placee acknowledges that any money held in an account
with the Joint 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 Joint
Bookrunners' money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of their own
business; and the Placee will rank only as a general creditor of
the Joint Bookrunners;
8.1.35 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 Placing Shares or the
agreement by it to acquire any Placing Shares;
8.1.36 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 Placing Shares agreed to be taken up by it
under the Placing and otherwise to do all acts, matters and things
as may be necessary for, or incidental to, its acquisition of any
Placing Shares in the event of its failure so to do;
8.1.37 Numis and/or Peel Hunt may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Placing 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;
8.1.38 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 Placing Shares
and, in that capacity, may retain, purchase, place to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this announcement including in this
appendix to the Placing 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; and
8.1.39 if the Placee has received any inside information (as
defined in MAR) about the Company in advance of the Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available.
8.2 The Placee acknowledges and understands that the Company and
the Joint Bookrunners will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, acknowledgements
and undertakings.
8.3 The Placee indemnifies on an after-tax basis and agrees to
hold harmless the Joint Bookrunners and each person affiliated with
the Joint Bookrunners and any person acting on their behalf in
respect of 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 Placing.
9. MISCELLANEOUS
9.1 The rights and remedies of the Joint Bookrunners, the
Registrars and the Company under this appendix and the terms and
conditions contained herein are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
9.2 On application, each Placee may be asked to disclose, in
writing or orally to the Joint Bookrunners:
9.2.1 if he is an individual, his nationality; or
9.2.2 if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
9.3 All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to the Joint
Bookrunners.
9.4 The provisions of these terms and conditions of the Placing
may be waived, varied or modified as regards specific Placees or on
a general basis by the Joint Bookrunners.
9.5 The contract to subscribe for Placing Shares and the
appointments and authorities mentioned herein will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of the Joint Bookrunners, the Company and
the Registrars, each Placee irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against a Placee in any
other jurisdiction.
9.6 In the case of a joint agreement to subscribe for Placing
Shares, references to a "Placee" in these terms and conditions are
to each of such Placees and such joint Placees' liability is joint
and several.
9.7 In addition to the provisions of paragraph 5 of this
appendix, the Joint Bookrunners and the Company each expressly
reserve the right to modify the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations of Placing Shares under the Placing are determined.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEPGUCABUPBGRW
(END) Dow Jones Newswires
September 24, 2019 02:01 ET (06:01 GMT)
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