Source - RNS
RNS Number : 0121L
easyHotel PLC
28 September 2016
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN 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, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

28 September 2016

easyHotel plc

Proposed Placing of up to 38,000,000 new Ordinary Shares at 100 pence per share

easyHotel plc (LSE: EZH) ("easyHotel" or the "Company" and together with its subsidiaries, the "Group"), the owner, developer, operator and franchisor of "super budget" branded hotels, today announces a conditional placing of up to 38,000,000 new ordinary shares of 1.0 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 100.0 pence per Placing Share (the "Placing Price") to raise £38.0 million (before expenses) (the "Placing").

The Placing Shares represent approximately 60.8 per cent. of the Ordinary Shares in issue as at the date hereof ("Existing Ordinary Shares") and the Placing Price represents a premium of approximately 18.3 per cent. to the closing mid-market price of 84.5 pence per Existing Ordinary Share on 27 September 2016, being the latest practicable date prior to the publication of this Announcement.

Highlights

·           Gross proceeds of the Placing of £38.0 million before expenses (approximately £36.7 million after expenses).

·           Proceeds of the Placing to be primarily utilised to fund owned hotel roll-out strategy.

·           Owned hotel pipeline of 2,437 rooms and a franchise pipeline of 2,075 rooms either committed or identified.

·           Consolidating easyHotel as a leader in the super budget market in Europe and the Middle East.

·           Board expects the investment of new capital in the hotel pipeline to be materially earnings per share enhancing in the medium term.

·           Placing conditional on, inter alia, the passing of the Resolutions which are to be proposed at a General Meeting of the Company to be held on 14 October 2016 and Admission taking place by no later than 17 October 2016.

·           Investec Bank plc ("Investec") is acting as Nominated Adviser and sole broker to the Company.

 

Guy Parsons, Chief Executive Officer, commented:

"Since IPO easyHotel has made significant progress in line with its strategy to speed up owned hotel development and accelerate the roll-out of franchise hotels to drive high EBITDA returns on investment.

 

"With more opportunities available than had been expected, and over 4,500 rooms committed or identified in the owned and franchise development pipeline, the proceeds of the Placing will primarily be used to fund the continuation of our owned hotel roll-out to deliver enhanced financial returns, whilst consolidating easyHotel's position as a leader in the super budget hotel market in Europe and the Middle East."

 

Enquiries:

easyHotel plc

via Hudson Sandler

Guy Parsons, Chief Executive Officer

Marc Vieilledent, Chief Financial Officer




Investec Bank plc - Nominated Adviser and Sole Broker

+44 (0) 20 7597 4000

Chris Treneman / David Anderson

William Brown / Robert Baker

 



Hudson Sandler - PR Adviser to easyHotel

+44 (0) 20 7796 4133

Wendy Baker / Emily Dillon


 

 

Notes to Editors:

 

easyHotel is the owner, developer, operator and franchisor of branded hotels. Its strategy is to target the "super budget" segment of the hotel industry by marketing "clean, comfortable and safe" hotel rooms to its customers. Website:  www.easyHotel.com 

 

Operating hotels

easyHotel's owned hotels currently comprise 390 rooms, and it has a further 17 franchised hotels with 1,405 rooms. 

 

Owned hotels:

Old Street (London), Glasgow, Croydon.

 

Franchise locations:

Bulgaria (Sofia), Germany (Berlin, Frankfurt), Hungary (Budapest), The Netherlands (Amsterdam, Rotterdam, The Hague), Switzerland (Basel, Zurich), UAE (Dubai), UK (Edinburgh, London Heathrow, Central London, Luton).

 

Hotel development pipeline

The Company's development pipeline of owned and franchised hotels currently consists of:

 

Owned hotels:

United Kingdom (Liverpool, Manchester, Birmingham, Ipswich)

Subject to planning permission: Spain (Barcelona)

 

Franchise hotels:

The Netherlands (Amsterdam Arena Boulevard, Amsterdam-Zaandam), Belgium (Brussels), UAE (Dubai), Germany (Bernkastel-Kues), Portugal (Lisbon), Turkey (Istanbul)

 



This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Investec is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Investec will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation would be unlawful and should not be relied upon in connection with any decision, or as any inducement, to subscribe for or acquire any new Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. No public offer of securities is being made in the United Kingdom or elsewhere.

This announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States. Placing Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company has not and does not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

 



Placing of up to 38,000,000 new Ordinary Shares at 100 pence per share

raising £38.0 million (before expenses)

Notice of General Meeting

 

1.    Introduction

easyHotel plc (LSE: EZH) ("easyHotel" or the "Company"), the owner, developer, operator and franchisor of "super budget" branded hotels, today announces that it is proposing to raise up to £38.0 million by way of the Placing by Investec. In line with the Company's strategy, the net funds from the Placing will be primarily used to fund the owned hotel roll-out strategy.

2.    Background to and reasons for the Placing

easyHotel is an international owner, developer, operator and franchisor of "easyHotel" branded hotels. easyHotel's strategy is to target the growing "super budget" segment of the hotel industry by marketing "clean, comfortable and safe" hotel rooms to its customers.

 

By maintaining operational efficiency in the management of the hotels, minimising building conversion costs and driving significant levels of direct internet distribution derived from the "easy" brand recognition, easyHotel and its franchisees are able to achieve high returns on capital whilst at the same time offering the consumer the "best branded room rate in town" as a marketing proposition.

 

Following easyHotel's IPO in 2014, the Company has secured five owned hotel developments and continued to increase the number of owned and franchised hotels operating under the easyHotel brand. easyHotel currently has a hotel portfolio comprising 1,795 rooms consisting of two wholly owned freehold hotels, one long leasehold hotel and 17 franchised hotels, with a presence in 13 cities across eight countries. Having reviewed the market, not only has the Company identified significant growth in the budget hotels market out to 2030 but it is also well positioned to assert itself into this identified niche.

 

In terms of evaluating new owned site opportunities, the Board assess sites on the basis of their potential unlevered return on capital employed ("ROCE"). The Board generally targets a minimum 15 per cent. ROCE based upon mature EBITDA, however, from time to time it will assess development opportunities in key metropolitan cities which offer superior risk adjusted returns in the longer term, albeit returns may be lower than the Company's target of 15 per cent. owing to higher land prices in certain locations.

2.1 Owned Hotels

In the owned hotel market, the Company has identified the potential for 12,000 easyHotel rooms, two thirds of which are in over 30 cities and Greater London in the UK, the remainder in key gateway European cities. The Board is confident, that with adequate resources, the Company should be able to deliver significant growth in the coming years.

 

In the short term the Board expects its owned hotel development will focus predominantly on the UK market which has experienced 3.7 per cent. RevPAR growth during July and August 2016 driven predominantly by 'staycations' (weaker Sterling exchange rates and the risk of terrorism has reduced demand for some overseas holiday destinations) and inbound tourism, a trend which the Board expects to continue.

 

Since IPO, the Company has acquired the following owned hotel development projects, representing 576 committed owned rooms in development:

 

Committed Owned Hotel Projects

 

Liverpool

Acquired in April 2015, the Group has begun conversion of the four upper floors of the building into a 79-bedroom easyHotel, which is expected to open by April 2017.  The property is located in the centre of Liverpool, three minutes' walk from the Liverpool One shopping area and the Cavern Club tourist attraction, around 10 minutes' walk from Liverpool's main railway station and is also conveniently placed for visitors to Albert Docks' galleries, shops and restaurants. The ground floor of the building was disposed of under a 125-year leasehold agreement for a consideration of £0.6m and will remain a restaurant operated by a third party.

Manchester

 

Conditionally acquired in June 2015 (subject to planning) and completed in January 2016, the Group has begun conversion of the building into a 115-bedroom easyHotel, which is expected to open by February 2017. Bradley House, locally known as "The Flatiron" building because of its unique shape, is situated in the centre of Manchester, in the city's Northern Quarter, and is approximately ten minutes' walk from both Manchester Piccadilly and Victoria stations, as well as the main shopping areas in Manchester.

 

Barcelona

 

The Group agreed in January 2016 the acquisition of land for a new build easyHotel in L'Hospitalet de Llobregat, Barcelona, subject to planning permission which was submitted in April 2016. The project will be the Group's first owned hotel outside the UK and is in line with the Group's targeted European strategy. The planned 204-room easyHotel is expected to open in early 2018. The site is located on Gran Via, the main avenue of L'Hospitalet de Llobregat, with easy access to Barcelona City Centre and Barcelona Airport. The site has good transport links, with a train and Metro station adjacent to the proposed hotel, and is within walking distance of the Fira Barcelona Gran Via 240,000m2 convention centre, the Barcelona and L'Hospitalet de Llobregat City of Justice and the Gran Via shopping centre.

 

Ipswich

 

In January 2016 the Group conditionally acquired 3-5 Northgate Street in Ipswich, was granted planning permission in August 2016 to convert the building into a 94-room easyHotel and completed the purchase of the freehold of the building in September 2016. The hotel is expected to open in July 2017.

 

Birmingham

 

Conditionally acquired in January 2016 (subject to planning) and completed in July 2016, the Group intends to convert the 125 year leasehold of 81-91 John Bright Street in Birmingham into an 84-room easyHotel, which is expected to open by February 2017. The property is situated in the heart of the city centre, 120 metres from the new entrance to Birmingham New Street Station and 500 metres from the Bullring shopping centre.

 

Owned Hotel Acquisition Pipeline

 

The owned hotel acquisition pipeline numbers five hotels, equating to 686 rooms and the acquisition and development cost of which is estimated at approximately £38 million. These sites are typically between 100 to 170 bedrooms and are a mixture of office conversions and new build development sites. Each of the sites is located in the centre of a British Isles city, with each site agreed in principle. If these sites were to be acquired, the Board expects these sites to open through 2017 to 2018. These new hotels set to grow Group margins with a high EBITDA return on investment in line with the Board's minimum target. There can be no guarantee that these five hotels will be acquired, therefore, as part of its ongoing process to review opportunities management has also identified a further nine potential acquisition sites representing approximately 1,175 rooms in the UK which are currently at various stages of evaluation and negotiation.

 

2.2 Franchise Hotels

 

In the franchised hotel market, the Company has identified the opportunity to open a further 15,000 franchised easyHotel rooms in the UK and Europe, in locations where they do not currently intend to establish an owned hotel in the foreseeable future. The Board considers the roll-out of its franchised estate to be extremely valuable to the business through not only contributing high incremental margin, but also making contributions to the brand marketing budget and increasing the easyHotel brand presence without the need for capital investment by the Company. In total 1,135 rooms are currently being developed by the Group's franchise partners

Committed Franchise Projects

Benelux

The Company announced in October 2015 that its Benelux franchisee had secured funding for the development of a 107-room easyHotel in Brussels. The hotel is under construction and is expected to be open in October 2016, ahead of schedule. 

The Company also announced in January 2016 that its Benelux franchisee had purchased a property on Arena Boulevard in Amsterdam to convert into a 131-room easyHotel. easyHotel Arena Boulevard will have a prime location in the city of Amsterdam with train, bus and metro stations within walking distance. Construction is underway and the hotel is expected to open by November 2016.

The Company further announced in August 2016 its third franchise hotel in Amsterdam. Its Benelux franchisee will develop a 96-room easyHotel Amsterdam-Zaandam in the heart of Zaandam, next door to the railway station which is only two stops and eleven minutes from Amsterdam Central Station and Schiphol Amsterdam Airport. The hotel is expected to open in early 2017.

Middle East

The Company announced in November 2015 the signing of a Master Development Partnership agreement with Man Investments LLC for development of easyHotels in the Middle East. MAN Investments will focus its new developments in the UAE and Oman, and the new easyHotels are expected to comprise new purpose-built assets and conversions of existing hotel and/or office buildings. MAN Investments' development program targets an initial opening of 600 rooms by 2017 and is continuing to progress towards its target having received planning permission for the first 300-room hotel at Bur Dubai in April 2016, which is expected to open at the end of 2017. Following these openings, MAN Investments is targeting at least 1,600 rooms by the end of 2020.

Istanbul, Turkey

The Company signed a Master Development Agreement with Kolay, a wholly owned subsidiary of TOYA, in July 2016 to develop easyHotel in Istanbul, Turkey. Kolay will develop easyHotel in Istanbul and is expected to open 50 rooms by the end of 2017, with a further 150 rooms to open by the end 2018 on land that it already owns. A total of 300 rooms are expected to open by the end of 2019.

Lisbon, Portugal

The Company announced a new franchise hotel under development in Lisbon, Portugal, in July 2016 which will add a further 101 rooms to the network by the end of 2017. The hotel is being developed by Sedprop Investments, and is located in the heart of the city.  The building was recently used as office space, and will be converted into a 101 room hotel which is expected to open by the end of 2017. 

Bernkastel-Kues, Germany

The Company announced a new franchise hotel under development in Berkastel, Germany, in July 2016, which will add a further 100 rooms to the network by the end of December 2017. Bernkastel-Kues, one of Germany's most popular tourist destinations, is a state-recognized health resort only 20 minutes from Frankfurt Hahn Airport. The building was previously used as a textiles factory. The hotel in Bernkastel-Kues is owned by Luxembourg-based Nece S.à.r.l.

Franchise Pipeline

The Company is in various stages of discussion and negotiation with potential franchisees for the signing of four hotels across the UK (two) and the Middle East (two) for 940 rooms to be opening from 2017. The hotels under discussion vary in size (from 65 rooms) and are a mix of new build sites as well as conversions of existing buildings and hotels.

3.    Current trading and outlook

Since announcing its interim results in May 2016 the Company has continued to trade well. In particular, owned hotel performance has accelerated with like-for-like revenue up 13 per cent. for the 11 month period ended 31 August 2016. easyHotel owned hotels outperformed their competitive set (source: STR Global).

 

System sales were £19.2 million, an increase of 7 per cent. and revenue of £5.4 million, up 8 per cent. for the 11 month period ended 31 August 2016. This performance has been driven by a strong performance from its owned hotels which continue to benefit from the Group's new revenue strategy announced in December 2015. The strategic use of Online Travel Agencies ("OTAs") will continue to be developed and the Board intends to invest in a new hotel management system during the next financial year to take advantage of this route to market.

 

The Company continues to maintain a tight control of costs, ensuring an annualised ROCE of greater than 15 per cent. for its three existing owned hotels. The Company is committed to improving its operational efficiency whilst ensuring it has the appropriate infrastructure and resources in place to execute the Company's ambitious growth strategy.

 

Against this background of positive trading the Board believes that full year trading will be on track to meet its expectations for the financial year ending 30 September 2016 and that the planned hotel openings during the year ending 30 September 2017 are expected to make a significant contribution to system sales, revenue and adjusted EBITDA going forward. The Board further expects the investment of new capital in the hotel pipeline to be materially earnings per share enhancing in the medium term.

 

4.    Financing and use of proceeds

The Group's owned hotel committed pipeline of five hotels has an outstanding financing commitment of approximately £23.0 million as at 31 August 2016. This is expected to be financed from existing cash on the balance sheet of approximately £15.5 million as at 31 August 2016, operating cash flow together with debt facilities available to the Group.

The Group's main debt facility of £7.2 million is due for repayment in January 2017. The Company is currently in advanced discussions in respect of securing a new larger five year term facility of £12.0 million with a margin of 2.5 per cent. The Company is also in discussions with a Spanish bank to part-fund the Group's Barcelona development for a 15 year Euro denominated term loan at 55 per cent. loan to cost with a margin of 2.25 per cent.

The Board intends to maintain its prudent strategy not to borrow more than three times net debt / mature EBITDA.

Proceeds of the Placing will be primarily utilised to fund the Group's owned hotel roll-out strategy.

5.    Details of the Placing

Investec Bank plc ("Investec") is acting as nominated adviser ("NOMAD") and sole broker in connection with the Placing.

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being the "Announcement").

Under the terms of the Placing, Investec has today placed up to 38,000,000 new Ordinary Shares at the Placing Price by way of a conditional, non-pre-emptive placing. The Placing Price of 100.0 pence per Placing Share represents a premium of approximately 18.3 per cent. to the closing mid-market price of 84.5 pence on 27 September 2016, being the latest practicable date prior to this Announcement. The Placing Shares will represent approximately 37.8 per cent. of the Company's issued share capital as enlarged by the Placing Shares ("Enlarged Issued Share Capital") following Admission. The Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission. The Placing is not being underwritten.

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both certain existing institutional holders and new institutional investors the opportunity to participate in the Placing.

Pursuant to the Placing, the Company intends to place 29,445,000 Placing Shares at the Placing Price (representing approximately 29.3 per cent. of the Enlarged Issued Share Capital) with ICAMAP Investors, a Luxembourg specialised investment fund (fonds d'investissement spécialisé - SIF) managed by ICAMAP, S.à r.l., an independent alternative investment fund manager duly authorised by the Luxembourg Supervisory Authority for the Financial Sector (Commission de Surveillance du Secteur Financier - CSSF) focused primarily on listed European real estate small and midcap companies. ICAMAP, S.à r.l. has a long term investment outlook and manages funds on behalf of blue chip, global institutions of several nationalities.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares, on 17 October 2016.

The Placing is conditional on, among other things, the resolutions required to implement the Placing (the "Resolutions") being duly passed by Shareholders of the Company at the general meeting of the Company (the "General Meeting") to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 12 noon on 14 October 2016.

easyGroup Holdings Limited, the Company's largest shareholder which is interested in 34,812,300 Ordinary Shares, representing approximately 55.7 per cent. of the Existing Ordinary Shares, has indicated that it is supportive of the Placing on the terms set out above.

A circular ("Circular") containing, among other things, the notice of the General Meeting is expected to be published by the Company later today.

Settlement for the Placing Shares and Admission is expected to take place at 8.00a.m. on 17 October 2016. Following Admission, the Company will have 100,500,000 Ordinary Shares in issue.

6.    Management incentivisation

The Remuneration Committee has resolved, inter alia, that (i) any future awards made under the easyHotel Performance Share Plan (the "LTIP") will be subject predominantly to vesting hurdles linked directly to growth in earnings per share ("EPS"), (ii) that any such awards would be subject to the approval of Shareholders in general meeting and (iii) the EPS element of any future LTIP award would comprise at least 75 per cent. of such award. 

7.    Directors' participation in the Placing

All of the Directors have confirmed that, as of the date of this announcement, they support the Placing and, to the extent permissible by applicable law and regulations, they intend to participate in the Placing and subscribe for the following number of Placing Shares at the Placing Price:

Name

Role

Number of Placing Shares

Ordinary Shares following Placing

Percentage of Enlarged Issued Share Capital

Guy Parsons

Chief Executive

15,000

211,255

0.21%

Marc Vieilledent

Chief Financial Officer

10,000

10,000

0.01%

Jonathan Lane

Non-executive Chairman

200,000

262,500

0.26%

Scott Christie

Non-executive Director

30,000

67,500

0.07%

8.    Irrevocable undertakings and recommendation

The Directors consider the Placing and the associated Resolutions to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as those Directors who are also Shareholders have irrevocably undertaken to do in respect of their own beneficial holdings amounting in aggregate to 296,255 Ordinary Shares representing approximately 0.47 per cent. of the Existing Ordinary Shares.

 

Expected timetable of principal events

Anticipated date of posting the Circular

28 September 2016

Last time and date for receipt of Forms of Proxy and CREST Proxy Instructions

 12 noon on 12 October 2016

General Meeting

12 noon on 14October 2016

Admission and dealings in the Placing Shares expected to commence on AIM

8.00 a.m. on 17 October 2016

Where applicable, expected date for CREST accounts to be credited for Placing Shares in uncertificated form

17 October 2016

Where applicable, expected date for despatch of definitive share certificates in respect of Placing Shares in certificated form

By 31 October 2016

 



APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN EASYHOTEL PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Investec Bank plc ("Investec") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and Investec that:

(1)  it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(2)  in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

a)             it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and
b)             in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
(i)             the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Investec has been given to the offer or resale; or
(ii)            where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and
(3)  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
(4)  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
(5)  except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Investec, the Company or any other person and none of Investec, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Investec has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Investec, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. 

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not for a period of 90 days after Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of Investec (such consent not to be unreasonably withheld or delayed).

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place no later than 17 October 2016 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.             Investec is acting as nominated adviser, financial adviser and broker to the Placing, as agent for and on behalf of the Company.  Investec is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement. 

2.             Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Investec to participate.  Investec and any of its respective affiliates are entitled to participate in the Placing as principal.

3.             The price per Placing Share (the "Placing Price") is fixed at 100.0 pence and is payable to Investec by all Placees.

4.             Each Placee's allocation is determined by Investec in its discretion following consultation with the Company and has been or will be confirmed orally by Investec and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Investec and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Investec's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5.             Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec. The terms of this Appendix will be deemed incorporated in that contract note.

6.             Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Investec (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7.             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8.             All obligations of Investec under the Placing will be subject to fulfilment 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".

9.             By participating in the Placing, each Placee will agree 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.

10.           To the fullest extent permissible by law and applicable FCA rules, none of (a) Investec, (b) any of Investec's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Investec as defined in the Financial Services and Markets Act 2000 ("FSMA") ((b) and (c) being together "affiliates" and individually an "affiliate" of Investec), (d) any person acting on Investec 's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Investec nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Investec and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation by Investec, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to Investec.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Investec in accordance with either the standing CREST or certificated settlement instructions which they have in place with Investec.

Settlement of transactions in the Placing Shares (ISIN: GB00BN56KF84) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST is expected to take place on 17 October 2016 unless otherwise notified by Investec and Admission is expected to occur no later than 8.00 a.m. on 17 October 2016 unless otherwise notified by Investec. Admission and Settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Investec may agree that the Placing Shares should be issued in certificated form.  Investec reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by Investec.

Each Placee is deemed to agree that if it does not comply with these obligations, Investec may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Investec's own 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 amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional 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 as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Investec under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(b)           the passing of the Shareholder Resolutions at the General Meeting, without any amendments not approved by Investec;

(c)           the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading on and as of the date of the Placing Agreement and on Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting;

(d)           the performance by the Company of its obligations under the Placing Agreement so far as the same fall to be performed prior to Admission;

(e)           no matter having arisen before Admission which might reasonably be expected to give rise to an indemnity claim under the Placing Agreement;

(f)            in the opinion of Investec, acting in good faith, there shall have been no material adverse change since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement) before Admission; and

(g)           Admission occurring not later than 8.00 a.m. on 17 October 2016,

(all conditions to the obligations of Investec included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Investec may agree, provided that the time for satisfaction of the condition set out in (g) above shall not be extended beyond 8.00 a.m. on 31 October 2016), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Investec, in its absolute discretion by notice in writing to the Company and Investec may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Investec may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Investec, the Company nor any of their respective affiliates, agents, directors, officers, 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 any of them 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 any of them 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 Investec.

Termination of the Placing

Investec may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

2.             it comes to the knowledge of Investec that any of the warranties were untrue or inaccurate in any material respect or misleading; or

3.             it comes to the notice of Investec that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing, is or has become untrue or incorrect in any material respect or misleading; or

4.             the Company shall fail to comply, in any respect which Investec in its sole opinion believes is material, with any of its obligations under the Placing Agreement;

5.             a force majeure event has occurred, or any material adverse change has occurred in the financial position, prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of Investec, would materially prejudice the success of the Placing or the distribution of the Placing Shares; or

6.             in the opinion of Investec, a Material Adverse Change has occurred.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and Investec that the exercise by the Company or Investec of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Investec and that neither of the Company nor Investec need make any reference to such Placee and that neither Investec, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Investec of a contract note confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) to the Company and Investec that (save where Investec expressly agrees in writing to the contrary):

1.             it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

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 Directive; and (b) has been or will be prepared in connection with the Placing;

3.             the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, 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 it is able to obtain or access such 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;

4.             it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Investec, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested neither of Investec, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5.             neither Investec, any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6.             the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither Investec, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that Investec or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7.             the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Investec nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8.             the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

9.             it and/or each person on whose behalf it is participating:

a)             is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
b)             has fully observed such laws and regulations;
c)             has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
d)             has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

10.           it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

11.           the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

12.           it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

13.           it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

14.           it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

15.           neither Investec, its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Investec and Investec has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16.           it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Investec for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Investec may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

17.           no action has been or will be taken by any of the Company, Investec or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

18.           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be.  Neither Investec nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Investec in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Investec or transferred to a CREST stock account of Investec who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19.           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Investec for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

20.           the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

21.           it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22.           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

23.           it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

24.           it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that Investec has not approved this Announcement in its capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

25.           it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

26.           represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of Investec has been given to the offer or resale;

27.           it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

28.           neither Investec, any of its respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

29.           neither Investec, the Company nor any of its respective affiliates, agents, directors, officers or employees or any person acting on behalf of Investec, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Investec's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30.           acknowledges and accepts that Investec 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, Investec will not make any public disclosure in relation to such transactions;

31.           Investec and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer 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 to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Investec and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Investec 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;

32.           it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

33.           it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

34.           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993 and the Market Abuse Regulation (596/2014) and confirms that it has and will continue to comply with those obligations;

35.           in order to ensure compliance with the Money Laundering Regulations 2007, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec's or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec's (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

36.           acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Investec's conduct of the Placing;

37.           it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares.  It further acknowledges that 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.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

38.           it irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

39.           the Company, Investec and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Investec, on their own behalf and on behalf of the Company and are irrevocable;

40.           if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

41.           time is of the essence as regards its obligations under this Appendix;

42.           any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Investec;

43.           the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

44.           these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Investec in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Investec and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Investec, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Investec shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify Investec accordingly.  In addition, Placees should note that they will be 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 United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Investec in the event that either the Company and/or Investec has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Investec for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that Investec does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Investec may (at its absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec 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 relevant rules and regulations of the FCA made under FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Investec's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. 

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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