Source - RNS
RNS Number : 5139M
Carclo plc
14 October 2016
 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY CARCLO PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX HERETO AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THE REPUBLIC OF IRELAND. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER OR SOLICITATION WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

14 October 2016

 

Carclo PLC

("Carclo", the "Company" or the "Group")

Acquisition of Precision Tool & Molding, LLC for up to US$6.5 million

Proposed placing to raise approximately £8.0 million

 

Acquisition highlights

·      Carclo announces that its US subsidiary, CTP Carrera Inc. ("CTP"), has acquired Precision Tool & Molding, LLC, trading as Precision Tool & Die ("PTD"), for an initial consideration of $5.5 million (approximately £4.5 million) in cash (the "Completion Consideration") plus further deferred consideration of up to $1.0 million (approximately £0.8 million) in cash, subject to the satisfaction of certain performance criteria (the "Deferred Consideration") (the "Acquisition"). The Completion Consideration is subject to a working capital adjustment of up to US$750,000 (approximately £615,000) (the "Working Capital Adjustment"), of which, an initial payment of $256,397 (approximately £210,000) was paid upon completion of the Acquisition. The total Working Capital Adjustment will be determined subsequent to the completion of the Acquisition.

 

·      PTD provides high precision mould tooling, injection moulding and assembly for the medical device industry. PTD is based close to Boston, in Derry, New Hampshire in the US.

 

·      PTD has very strong technical relationships with several major medical OEMs including three of the global Top 20 medical device manufacturers, none of which are existing customers of Carclo. Approximately 90% of PTD's business is for the medical device industry.

 

·      For the year ended 31 December 2015, PTD reported unaudited turnover of US$6.9 million (approximately £5.7 million), unaudited profit before tax of US$1.6 million (approximately £1.3 million) and unaudited net assets of US$2.2 million (approximately £1.8 million). For the year ended 31 December 2015, approximately 60% of PTD's turnover related to injection moulding services and approximately 40% of turnover related to technical and prototyping services, including tooling.

 

·      The Board of Carclo believes the Acquisition will enhance the ability of the Group to grow its US operations by extending its global offering to PTD's existing customers and, in parallel, extending PTD's technical prototyping capabilities to the Group's existing customers.

 

·      The Completion Consideration has been fully funded utilising a short-term debt facility. The intention is that this facility will be repaid using the proceeds of the proposed placing announced today.

Placing highlights

·      The Company also announces today a proposed placing of 6,631,026 new ordinary shares of 5 pence each in the Company (the "Placing Shares"), at a price of 120 pence per Placing Share, to raise gross proceeds of approximately £8.0 million (the "Placing"). The Placing Shares will represent approximately 9.9 per cent. of the Company's existing issued share capital.

 

·      The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement.

 

·      It is intended that the net proceeds of the Placing will be used to repay the short-term debt facility used to satisfy the Completion Consideration as well as to fund any additional working capital requirements in respect of the Acquisition. The remaining proceeds of the Placing will be utilised to reduce the Group's net debt position and to fund the Group's investment plans, including at its Wipac super and luxury car lighting business.

Chris Malley, Chief Executive of the Company, said:

"The acquisition of Precision Tool and Die will bring significant new capabilities to Carclo Technical Plastics and enhance our offering within the Healthcare sector. The combination of Carclo Technical Plastic's knowledge and experience of high volume manufacturing and customer validation protocols, together with PTD's expertise in toolmaking and product prototyping, will significantly widen Carclo Technical Plastic's offering to our combined customer base. PTD has a strong track record of providing innovative and rapid technical solutions for its customer base and its reputation is strong within the Boston based medical device manufacturers. This is a testament to the skills, energy and commitment of both the owners and the employees of PTD and we look forward to welcoming them into the Carclo Group."

Ends

For further information please contact:

Carclo plc

0192 426 8040

Chris Malley, Chief Executive


Robert Brooksbank, Finance Director




Peel Hunt LLP (sole broker and sole bookrunner)

020 7418 8900

Jock Maxwell Macdonald

Justin Jones


Matthew Brooke-Hitching




Weber Shandwick Financial (Financial PR)

020 7067 0700

Nick Oborne


 

All US dollar amounts in this announcement are translated to Sterling at an exchange rate of USD 1.2203.

Introduction to the Acquisition and Placing

The Company is pleased to announce the acquisition of PTD and a proposed placing to raise approximately £8.0 million (before expenses) by way of an accelerated bookbuilding process.

The consideration for the Acquisition comprises $5.5 million (approximately £4.5 million) in cash paid on completion and up to a further $1.0 million (approximately £0.8 million) in deferred consideration, payable in cash subject to the satisfaction of certain revenue performance targets during the three year period to 13 October 2019. The Completion Consideration has been funded utilising a short-term debt facility.

It is intended that the net proceeds of the Placing will be used to repay the short-term debt facility used to satisfy the Completion Consideration as well as to fund any additional working capital requirements in respect of the Acquisition. The remaining proceeds of the Placing will be utilised to reduce the Group's net debt position and to fund the Group's investment plans, including at its Wipac super and luxury car lighting business.

Background to and reasons for the Acquisition

As previously announced, the Group has been exploring growth opportunities to add specialist moulding capabilities to its Technical Plastics division including product design and prototyping services. This strategic growth plan included the possibility of acquisitions which would complement and accelerate the Group's own organic opportunities or reduce the time required to secure new customers being targeted by the Group. PTD's focus on toolmaking and production prototyping of lower volume medical products is consistent with this strategy and its further direct experience of manufacturing tools for micromoulding enhances the strategic fit.

The Acquisition of PTD has been under consideration since November 2015 and represents an opportunity to acquire a US based business that provides technical, design, tooling, prototyping and moulding solutions to predominantly blue chip medical device businesses in the North East of the US. The business operates out of a circa 29,000 square foot facility with Class 7 and Class 8 cleanrooms. PTD serves a niche market not currently served by Carclo. PTD has very strong technical relationships with a number of major medical companies with technical centres in Boston, Massachusetts. The Acquisition will enable Carclo to develop an interface with these medical companies at the product development phase, creating a value adding opportunity for the Group and positioning Carclo as the natural manufacturer for these companies.  In addition, as part of the Carclo Group, PTD will be able to service high volume projects which it is not currently able to do.

The Board expects the Acquisition to be earnings neutral for the Group in the first full financial year following completion.

Precision Tool & Die

PTD is headquartered in Derry, New Hampshire and was founded in 1982. The business is being sold by Brian Driscoll, Michael Driscoll and Tim Driscoll and they will remain with the business post-completion. PTD employs circa 45 staff comprising engineers, technical personnel and management and support staff.

In the financial year ended 31 December 2015, PTD reported unaudited turnover of US$6.9 million (approximately £5.7 million) and unaudited profit before tax of US$1.6 million (approximately £1.3 million). PTD had unaudited gross assets of US$2.4 million (approximately £2.0 million) as at 31 December 2015.

PTD has a low customer concentration with the top five customers accounting for 50% of revenue.

Current trading

The Group announced a trading update today which is set out below:

"The Group has continued to trade well in the current financial year and its trading performance remains in line with the Board's expectations for the year ending 31 March 2017. The Group will announce its results for the half year ended 30 September 2016 on 15 November 2016.

Technical Plastics delivered a good first half performance with customer demand in line with the Board's expectations and growing net margins; the Board expects this division to have a stronger second half trading performance. In LED Technologies, our Wipac luxury and supercar lighting business has performed well, demonstrating good product demand and with all of its current design, development and tooling projects on plan; this division is expected to report another strong performance in the second half of the financial year. The Aerospace division has benefited from stable demand in the first half of the financial year and is expected to trade in line with the Board's expectations for the full year.

Approximately two thirds of Group revenue is currently derived from outside the UK and, therefore, movements in foreign exchange rates have an impact on our financial results.  The Group had foreign exchange contracts in place prior to the EU Referendum and this has limited the net benefit from foreign exchange rates in the first half of the financial year.  Assuming that sterling does not strengthen significantly, we do expect some further net benefit from the retranslation of overseas profits during the second half of the financial year.

Group debt was slightly higher as at 30 September 2016 than at 31 March 2016 primarily due to the impact of currency movements on the re-translation of the Group's US dollar and Euro denominated medium term loans. Group debt is expected to reduce by 31 March 2017.

As outlined in our trading statement of 31 August 2016, the Group's IAS 19 pension deficit is expected to have increased significantly due to the material decrease in the corporate bond yield used to discount the pension liability. However, the cash cost of the pension deficit has remained at similar levels with the Group paying in the current year an annual recovery plan payment of £1.2 million and pension scheme administration costs of £0.7 million.

As expected, due to the materially increased IAS19 pension deficit extinguishing the Company's distributable reserves, the Group did not pay the recommended final dividend of 1.95 pence per share which was referred to in the results announcement made on 7 June 2016.

The Board continues to look forward to a year of strong trading and good growth in both of its main divisions."

Details of the acquisition agreement

Under the agreement for the Acquisition (the "Acquisition Agreement"), CTP has paid initial consideration of US$5.5 million (approximately £4.5 million), plus an initial payment of $256,397 (approximately £210,000) pursuant to the Working Capital Adjustment, on the closing of the Acquisition. The Working Capital Adjustment of up to a maximum of US$750,000 (approximately £615,000), including the initial payment, will be calculated based on the difference between the business's working capital at closing (as defined in the Acquisition Agreement) and the business's average working capital (as defined in the Acquisition Agreement). Depending on whether the Working Capital Adjustment is positive or negative, the amount of the adjustment will be paid out by CTP as a further payment or received by CTP as a repayment.

Payment of the Deferred Consideration will be subject to the achievement by PTD of certain revenue performance targets during the three year period to 13 October 2019. The maximum amount of the Deferred Consideration is US$1.0 million (approximately £0.8 million).

Details of the placing

The Company intends to raise approximately £8.0 million (before expenses of approximately £0.3 million) pursuant to the Placing. The price per Placing Share is 120 pence.

The Placing will be conducted by Peel Hunt LLP ("Peel Hunt") in accordance with the terms and conditions set out in the Appendix to this announcement. The bookbuilding process will determine demand for and participation in the Placing. The bookbuilding will commence with immediate effect and the books are expected to close no later than 4.30pm on the date of this announcement. However, Peel Hunt reserves the right to close the books earlier or later without further notice.

The timing of the closing of the books is at the absolute discretion of Peel Hunt in consultation with the Company. The allocations will be determined by Peel Hunt in its absolute discretion following consultation with the Company and will be confirmed orally by Peel Hunt following the close of the bookbuilding process. A further announcement will then be made following the completion of the bookbuilding process.

The Placing is conditional, inter alia, upon:

·      the placing agreement which has been entered into between the Company and Peel Hunt (the "Placing Agreement) having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and

 

·      Admission of the Placing Shares taking place by no later than 8.00 a.m. on 19 October 2016 (or such later date, not being later than 02 November 2016, as the Company and Peel Hunt may agree).

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from placees will be returned to them (at the placees' risk and without interest) as soon as possible.

The Placing Agreement contains customary warranties given by the Company to Peel Hunt as to matters relating to the Company and its business and a customary indemnity from the Company to Peel Hunt in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable Peel Hunt to terminate the Placing in certain limited circumstances.

The Placing Shares will represent approximately 9.9 per cent. of the existing issued share capital and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

Application will be made for the Placing Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on or around 19 October 2016.

The terms and conditions of the Placing are set out in the Appendix to this announcement.

 

IMPORTANT NOTICE

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").  The Placing Shares have not been and will not be registered under the United States Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Peel Hunt or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

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

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which Carclo shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt 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 Peel Hunt or by its affiliates or their respective agents, directors, officers and employees 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 therefor is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange's main market for listed securities.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 



APPENDIX

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE.  THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL HUNT WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTUS DIRECTIVE, (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS  WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.  No public offering of the Placing Shares is being made in the United States.  The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the Securities Act.  Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Peel Hunt, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.

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

Any indication in this announcement of the price at which Carclo shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to subscribe for Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Peel Hunt.  Pursuant to the Placing Agreement, Peel Hunt has, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares. Peel Hunt will today commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing.

The Placing has been structured as a cashbox placing. The Company and Peel Hunt have agreed to subscribe for ordinary shares in a newly-incorporated Jersey company ("Newco"). Payments from Placees pursuant to the Placing shall be made directly to Peel Hunt. The funds will be used by Peel Hunt to subscribe for redeemable preference shares in Newco. The Company will allot and issue the Placing Shares to those persons entitled thereto in consideration of Peel Hunt transferring its holdings of ordinary shares and redeemable preference shares in Newco to the Company. Accordingly, instead of receiving cash as consideration for the issue of the Placing Shares the Company will, immediately following Admission, own the entire issued share capital of Newco whose only asset will be its cash reserves, which will represent an amount equivalent to the net proceeds of the Placing. The Company will be able to access this amount by redeeming the redeemable preference shares it holds in Newco and, during any interim period prior to redemption, by procuring that Newco lends such amount to the Company (or one of the Company's subsidiaries).

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the FCA for admission of the Placing Shares to the Official List of the UK Listing Authority and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities ("Admission").  Admission is expected to become effective on or around 19 October 2016 (or such later date as Peel Hunt may agree with the Company, not being later than 8:00am on 02 November 2016) and dealings in the Placing Shares will commence on the same day.

Principal terms of the Placing

1             Peel Hunt is acting as agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2             Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by Peel Hunt to participate.  Peel Hunt and any of its affiliates are entitled to enter bids in the Bookbuild as principal.

3             The price per Placing Share (the "Placing Price") is a price of 120 pence and is payable to Peel Hunt (as agent for the Company) by all Placees.

4             The completion of the Bookbuild will be determined by Peel Hunt in its absolute discretion and shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.

5             To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by Peel Hunt on the basis referred to in paragraph 10 below.

6             The Bookbuild is expected to close no later than 5.00p.m. on 14 October 2016 but may be closed earlier or later at the discretion of Peel Hunt. Peel Hunt may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

7             Each Placee's allocation will be determined by Peel Hunt in its absolute discretion following consultation with the Company and will be confirmed orally by Peel Hunt to such Placees.

8             Peel Hunt's oral confirmation to any person of an allocation of Placing Shares will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Peel Hunt and the Company, under which it agrees to acquire the number of Placing Shares allocated to it 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 Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

9             The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued.

10            Subject to paragraphs 4 and 5 above, Peel Hunt may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Peel Hunt may also, notwithstanding paragraphs 4 and 5 above, but subject to the prior consent of the Company, allocate the Placing Shares after the time of any initial allocation to any person submitting a bid after time.

11            Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Peel Hunt's consent will not be capable of variation or revocation after the time at which it is submitted.

12            Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt 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.

13            Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt or the Company using the name of any Placee (or its agent) in its capacity as Placee (or agent) other than with such Placee's prior written consent.

14            Irrespective of the time at which the 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".

15            All obligations 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 "Rights to terminate under the Placing Agreement".

16            By participating in the Bookbuild, 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.

17            To the fullest extent permissible by law, neither: (a) Peel Hunt (b) any of its affiliates, agents, directors, officers, consultants of employees nor (c) to the extent not contained within (a) or (b) any person connected with Peel Hunt as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of Peel Hunt) 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 Peel Hunt nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Peel Hunt's conduct of the Placing or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.

Conditions of the Placing

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

The obligations of Peel Hunt under the Placing Agreement are conditional, inter alia, on:

1             the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading 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;

2             the Acquisition Agreement having been entered into by the parties thereto and remaining in full force and effect and not having been terminated or rescinded prior to Admission;

3             the performance by the Company of its obligations under the Placing Agreement, the Option Agreement and the Subscription and Transfer Agreement (each as defined in the Placing Agreement), to the extent that they fall to be performed prior to Admission;

4             no material adverse change in, or any development likely to involve 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             the Company delivering, by no later than 6.30 pm on the business day immediately prior to the expected date of Admission, to Peel Hunt, a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made or would be breached or be untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of the certificate;

6             the obligations of Peel Hunt not having been terminated pursuant to the Placing Agreement, the Subscription and Transfer Agreement and the Option Agreement, in each case prior to Admission; and

7             Admission occurring not later than 8.00 am on 19 October 2016 or such later time as Peel Hunt may agree in writing with the Company (but in any event not later than 8.00 am on 02 November 2016).

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Peel Hunt) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.  Neither the Company, nor Peel Hunt or any of its Affiliates shall have any liability to any Placees (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 in the Placing Agreement or in respect of the Placing generally.

Peel Hunt may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save for the above condition relating to Admission. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Rights to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.

Rights to terminate under the Placing Agreement

Peel Hunt may (in its absolute discretion but acting in good faith) at any time before Admission, terminate its obligations under the Placing Agreement by giving notice to the Company if Peel Hunt becomes aware that:

1             any statement of fact contained in this announcement, or certain of the other documents delivered in relation to the Placing, has become untrue or inaccurate in any material respect or misleading when made;

2             any of the warranties was untrue, inaccurate or misleading when made on the date of the Placing Agreement and/or that any of the warranties would be untrue, inaccurate or misleading if it were to be repeated by reference to the facts subsisting at the time;

3             the Company is in material breach of its obligations under the Placing Agreement, the Subscription and Transfer Agreement or the Option Agreement to the extent such obligations fall to be performed prior to Admission;

4             there has been a material breach of any of the warranties, undertakings, indemnities, covenants, agreements or other obligations on the part of any party to the Acquisition Agreement or any matter, fact or circumstances or event has arisen or occurred after entry into the Acquisition Agreement which, had it arisen or occurred prior to the entry into the Acquisition Agreement, would constitute such a breach or any party to the Acquisition Agreement has become entitled to terminate or rescind the Acquisition Agreement and in any such case Peel Hunt considers that the same would materially prejudice the success of the Placing or renders the Placing impracticable or inadvisable;

5             there has occurred any material adverse change in, or any development likely to lead to any material adverse change in, the operations or condition (financial, operational, legal or otherwise) or in the trading position, earnings, 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, in circumstances where Peel Hunt considers that the same would materially prejudice the success of the Placing or renders the Placing impracticable or inadvisable;

6             there has been a cancellation or suspension by the UK Listing Authority or the London Stock Exchange of trading in the Company's securities; or

7             there has been a suspension of trading in securities generally on the London Stock Exchange or trading is limited, or minimum prices established, on such exchange, or the declaration of a general banking moratorium in London or any material disruption to commercial banking or securities settlement or clearance services in the United Kingdom, any change or development involving a prospective change in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the USA of a national emergency or war, which Peel Hunt considers in its absolute discretion, acting in good faith, to be likely to have an adverse effect on the financial or trading position or prospects of the Group which effect is material in the context of the Group as a whole or which renders the Placing impracticable or inadvisable.

By participating in the Placing, each Placee agrees with Peel Hunt that the exercise by Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt (acting in good faith) and that Peel Hunt will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law Peel Hunt shall not have any liability whatsoever to the Placees in connection with any such exercise.

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service.  Each Placee by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Peel Hunt and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Peel Hunt (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below) or any of its Affiliates, any persons acting on its behalf or the Company and neither Peel Hunt nor any of its Affiliates, any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

By participating in the Placing, each Placee acknowledges to and agrees with Peel Hunt for themselves and as agent for the Company that, except in relation to the information obtained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN GB0001751915) following Admission will take place within the CREST system, subject to certain exceptions.  Peel Hunt reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not 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 the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Peel Hunt and settlement instructions.

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Peel Hunt's receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as Peel Hunt and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.

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 the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or Peel Hunt may sell (and both of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Peel Hunt (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and to Peel Hunt as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Peel Hunt nor the Company shall be responsible for the payment thereof.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1             represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this Appendix);

2             acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

3             agrees to indemnify on an after-tax basis and hold harmless each of the Company, Peel Hunt, its Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4             acknowledges that neither Peel Hunt nor any of its Affiliates nor any person acting on its behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that Peel Hunt nor any of its Affiliates nor any person acting on its behalf to provide it with any such material or information;

5             acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Peel Hunt nor any of its Affiliates nor any person acting on its behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Peel Hunt nor any of its Affiliates nor any person acting on its behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise.  Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for Placing Shares is the information contained in this announcement and any information previously published by or on behalf of the company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for Placing Shares and acknowledges that it is not relying on any investigation that Peel Hunt, any of its Affiliates or any person acting on its behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

6             acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for 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 had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and 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;

7             represents and warrants that it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing;

8             acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Peel Hunt, its Affiliates or any person acting on its or any of its Affiliates behalf and understands that (i) neither Peel Hunt nor any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) neither Peel Hunt nor any of its Affiliates, nor any person acting on its behalf, has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this announcement or otherwise;  and (iii) neither Peel Hunt nor any of its Affiliates, nor any person acting on its behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this announcement or otherwise;

9             represents and warrants that (i) it is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, or Peel Hunt or any of its Affiliates or any person acting on their behalf in breach of the legal and/or regulatory requirements of any territory in connection with the Placing.

10            represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

11            represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;

12            represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

13            represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale;

14            represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

15            represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

16            represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from, or otherwise involving the United Kingdom;

17            represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the EU Market Abuse Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Antiterrorism Crime and Security Act 2001, the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, 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;

18            if in the United Kingdom, represents and warrants that it is a person falling within (a) 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;

19            if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

20            represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers; undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out in this announcement or any trade confirmation issued pursuant to this announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Peel Hunt or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, 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;

21            if it has received any confidential price sensitive information about the Company in advance of the Placing, it warrants that it has received such information within the marketing soundings regime provided for in article 11 of Regulation (EU) No. 596/2014 on market abuse (as amended) and associated delegated regulations and 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;

22            acknowledges that neither Peel Hunt, nor any of its Affiliates nor any person acting on its 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 acknowledges that neither Peel Hunt, nor any of its Affiliates nor any person acting on its behalf has any duties or responsibilities to it 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 Peel Hunt's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

23            undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Peel Hunt 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 and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of Peel Hunt which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

24            acknowledges that it irrevocably appoints any member of Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

25            represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be issued in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

26            represents and warrants that any person who confirms to Peel Hunt on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Peel Hunt to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

27            acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Peel Hunt will be responsible.  If this is the case, the Placee should take its own advice and notify Peel Hunt accordingly;

28            acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);

29            acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt 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. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt money in accordance with the client money rules and will be used by Peel Hunt in the course of its business; and the Placee will rank only as a general creditor of Peel Hunt;

30            acknowledges and understands that the Company, Peel Hunt and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

31            acknowledges that time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;

32            acknowledges that the basis of allocation will be determined by Peel Hunt in its absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

33            irrevocably authorises the Company and Peel Hunt to produce this announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this announcement;

34            that its commitment to subscribe for Placing Shares on the terms set out in this announcement will continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing; and

35            its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation to thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Peel Hunt in any jurisdiction.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Peel Hunt (for its own benefit and, where relevant, the benefit of its Affiliates) and any person acting on their behalf and are irrevocable.

No claim shall be made against the Company, or Peel Hunt or its Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this announcement or the performance of its obligations pursuant to this announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Peel Hunt will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that either of the Company and/or Peel Hunt has incurred any such liability to stamp duty or stamp duty reserve tax.

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 UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this announcement may be subject to amendment. Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Peel Hunt do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.  Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Peel Hunt or any of its Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of Peel Hunt and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to either of Peel Hunt:

(a)        if he is an individual, his nationality; or

(b)        if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.


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

Related Charts

Carclo (CAR)

0.00 (0.00%)
delayed 18:15PM