Source - RNS
RNS Number : 3209J
OneView Group PLC
27 June 2017
 

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

 

27 JUNE 2017

 

OneView Group plc

("OneView" or the "Company")

 

Proposed £3.9m Fundraising by the issue of 260,000,000 new Ordinary Shares and

Loan Conversion

 

OneView (AIM: ONEV), one of the retail industry's leading digital transformation software providers for in-store customer service is pleased to announce that it intends to issue up to 260,000,000 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") to raise up to £3.9m (the "Fundraising"). The new Ordinary Shares to be issued will represent approximately 32 per cent. of the enlarged issued share capital of the Company including the Conversion Shares described below and will be issued at a price of 1.5 pence per Ordinary Share ("Issue Price"). The Fundraising will consist of a firm and conditional placing and subscriptions. In addition, it is agreed with the Company's loan note holders that there will be a conversion of all existing loan notes into new Ordinary Shares.

 

It is intended that there will be a firm placing of up to 72,000,000 new Ordinary Shares ("Firm Placing"), which will be issued under the Company's existing authorities and a conditional placing of up to 188,000,000 new Ordinary Shares ("Conditional Placing") which will be subject to a general meeting.

 

It is envisaged that the Fundraising will include subscriptions for new Ordinary Shares directly with the Company (the "Subscriptions") by certain Directors, existing investors and one or more institutional investors .

 

The Company has also today announced its unaudited preliminary results to 31 March 2017.

 

As announced on 16 May 2017, it is the intention of Lane Capital Group ("LCG") (a significant shareholder in the Company and ultimately controlled by interests associated with Gary Lane, a Non-Executive director) and Hawk Investment Holdings Limited ("Hawk"), a company controlled by the Morton Private Trust Company to convert all of the $4m of convertible debt into 209,389,138 new Ordinary Shares. Conversion is subject to Admission of the Conditional Placing Shares (the "Conditional Conversion"). 

 

The Firm Placing, the Conditional Placing and Conditional Conversion and Subscription will be at the Issue Price of 1.5 pence per Ordinary Share.

 

Use of Proceeds

The balance of the net proceeds will allow the Company to continue with its product development and will also provide additional working capital to enable the Company to focus on delivering its pipeline of opportunities.

 

The Firm Placing and Conditional Placing are being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this announcement (which forms part of this announcement). Turner Pope is acting as placing agent in connection with the Firm and Conditional Placings.

 

It is expected that the Bookbuild will be completed today, after which a further announcement will be made.

 

This announcement should be read in its entirety. In particular, your attention is drawn to the Important Notice section of this announcement, to the detailed Terms and Conditions of the Firm and Conditional Placing and further information relating to the Bookbuild described in the Appendix. By choosing to participate in the Firm and Conditional Placing and by making an oral and legally binding offer to acquire new Ordinary Shares, investors will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.

 

Further Details:

 

OneView Group plc

Tel: 01634 673172

Stuart Mitchell, CEO

 

Linda Palanza, COO

 

Mark Wilson, Finance Director

 

 

 

finnCap Limited

Tel: 0207 220 0500

Geoff Nash

 

Kate Bannatyne

 

 

 

Turner Pope Investments (TPI) Limited

Tel: 020 3621 4120

Ben Turner

James Pope

 

 

 

 

 

 

 

Newgate Communications

Tel: 020 7653 9848

Bob Huxford

 

Lydia Thompson

 

 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

 

About OneView Commerce

OneView Commerce is a pioneer in digital store transformation, helping global retailers implement successful unified commerce strategies that centre on the critical engagement in store. The company's cloud-based Digital Store Platform combines digital-ready point of sale, line busting, and end-to-end unified commerce capabilities, with the ability to capture and deliver the rich content from these store interactions across the retail enterprise. OneView enables the exchange of this powerful store information to immediately impact sales, business operations and the customer experience. Travis Perkins plc, Wickes, and Discount Tire Corporation are among the global retailers revolutionizing their stores with OneView Commerce. For more information, visit www.oneviewcommerce.com.

 

 

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

NOT FOR ONWARD RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THIS "ANNOUNCEMENT") DOES NOT CONSTITUTE AN OFFER OF THE PLACING SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, OR WHO IS RESIDENT IN, THE UNITED STATES OR ANY U.S. PERSON, AND NO SUCH PERSONS ARE ENTITLED TO PARTICIPATE IN THE PLACING.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

1.         ELIGIBLE PARTICIPANTS

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for placing shares (the "Placees"), will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("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 THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (III) PERSONS TO WHOM THIS ANNOUNCEMENT AND THE PLACING MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR ONWARD RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 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, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS AND REGULATIONS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED AND SOLD TO NONU.S. PERSONS OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

NONE OF THE PLACING SHARES, THE FORM OF PROXY, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENT CONNECTED WITH THE PLACING HAVE BEEN OR WILL BE APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES COMMISSIONS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES OR ANY SECURITIES COMMISSION PASSED COMMENT UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE PLACING SHARES, THE FORM OF PROXY OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT OR ANY OTHER DOCUMENT CONNECTED WITH THE PLACING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED, SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.

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

In particular, each such Placee represents, warrants, acknowledges and undertakes that:

1.         it is a relevant person (as defined above);

2.         it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

3.         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, (a) 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 member state of the EEA which has implemented the Prospectus Directive other than qualified investors or in circumstances in which the prior consent of TPI has been given to the offer or resale; or (b) 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

4.         (a) it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; or (b) it is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144a under the Securities Act) and it has duly executed an investor letter in a form provided to it and delivered the same to a TPI person.

This Announcement does not constitute an offer, and may not be used in connection with an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions on transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

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; and the Placing Shares have not been, nor will they be, registered under or offered 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 or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

All times and dates in this Appendix are references to times and dates in London (United Kingdom).

2.         BOOKBUILD

Turner Pope Investments (TPI) Limited ("TPI") is commencing a share placing bookbuild process (the "Bookbuild") for the purpose of assessing demand from institutional and other investors participate in the Placing. TPI is arranging the Placing as bookrunner, broker and agent of the Company; TPI is also acting as broker and agent of the Company.

The Bookbuild is expected to close at or before 2:30 p.m. today, 27 June 2017. It is intended that the Company and TPI will then establish the number of Placing Shares that are to be issued through the Placing. If they do, the Company, will release an announcement through the Regulatory News Service stating the Placing Price and the number of Placing Shares to be issued under the Placing. If the Company and TPI do not reach agreement on the Placing Price or the number of Placing Shares, the Placing will not proceed.

The Company, in consultation with TPI, will determine the basis for allocating Placing Shares to bids submitted to TPI in the Bookbuild and may at its discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers appropriate. TPI may carry out the Placing by any alternative method to the Bookbuild as it chooses. The Company may also, notwithstanding the above, but subject to the prior consent of TPI, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time. The Company and TPI may, by agreement with each other, increase the amount to be raised through the Placing. To the fullest extent permitted by law and the applicable rules of AIM, no TPI Person shall have any liability to Placees (or to any other person (whether acting on behalf of a Placee or otherwise) whether or not a recipient of these terms and conditions) in respect of the Placing or in respect of its conduct in the Bookbuild or in any alternative method that they may adopt to carry out the Placing, as TPI and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither TPI shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

In this Appendix:

a)         "Group" means the group comprising the Company and its subsidiary undertakings;

b)         "Ordinary Shares" means ordinary shares with a nominal value of 1 pence each in the Company's capital;

c)         "TPI" means any person being (i) TPI, (ii) an undertaking which is a subsidiary undertaking of TPI, (iii) a parent undertaking of TPI or (other than TPI) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person;

d)         "Regulatory News Service" means the electronic information dissemination service operated by the London Stock Exchange's Company Announcements Office, or any alternative "PIP service" (primary information provider service) which the Company has selected for the purposes of making regulatory announcements; and

e)         "you" or "Placee" means any person who becomes committed through the Bookbuild to subscribe for Placing Shares.

3.         PARTICIPATION AND SETTLEMENT

Participation in the Bookbuild is only available to persons who may lawfully be, and are, invited to participate in it by TPI.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by TPI. TPI and its respective affiliates are entitled to enter bids in the Bookbuild as principal.

If you are invited to participate in the Bookbuild and wish to do so, you should communicate your bid by telephone to your usual sales contact at TPI. Each bid should state the number of Placing Shares for which you wish to subscribe at either the Placing Price which is ultimately established by the Company and TPI or at prices up to a price limit specified in its bid. If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. TPI's oral confirmation of your allocation will constitute a legally binding commitment on your part to subscribe for the number of Placing Shares allocated to you at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution.

A person who submits a bid in the Bookbuild will not be able, without the agreement of TPI (in respect of Placees procured by TPI), to vary or revoke the bid before the close of the Bookbuild. Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.

If you are allocated Placing Shares in the Bookbuild, you will be sent a written confirmation stating (i) the number of Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those Placing Shares at the Placing Price, (iii) relevant settlement information, and (iv) settlement instructions. A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned by the date and time stated in it. Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. TPI reserve their right to require settlement for and/or delivery to any Placee of any Placing Shares by such other means as they may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement. If your Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

Each Placee's obligations to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company, and TPI. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and subject to the terms and conditions herein. No admission document for the purposes of the AIM Rules or prospectus or offering document is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares. A shareholder circular containing details of the Placing and convening the general meeting to approve the resolutions required to effect the Placing will be sent to shareholders as soon as practicable following close of the Bookbuild. It is expected that the general meeting will be held on or around 17 July 2017.

4.         PLACING CONDITIONS

Under the terms of the Placing Agreement, TPI have agreed to use their reasonable endeavours as the Company's agents to procure subscribers for Placing Shares at the Placing Price.

The Placing is conditional on, inter alia, (i) the passing of the resolutions at the general meeting to be held on or around 17 July 2017, and (ii) the obligations of TPI under the Placing Agreement not being terminated in accordance with its terms.  TPI reserves the right to waive or extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement. If any condition to the Placing is not fulfilled or waived by TPI by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time.

The obligations of TP1 under the Placing Agreement may be terminated prior to Admission in certain circumstances including, among other things, a material breach of the Placing Agreement by the Company, in the event of a failure by the Company to comply in any material respect with any of its obligations under the Placing Agreement, in the case of certain force majeure events or in the event of a material adverse change in relation to the Group or the financial markets. The exercise of any right of termination under the Placing Agreement, any waiver of any condition or other provision in the Placing Agreement and any decision by TPI on whether or not to extend the time for satisfaction of any condition in, or grant any other indulgence under, the Placing Agreement are within the absolute discretion of TPI. TPI will have any liability to you or to anyone else in respect of any such termination, waiver, extension or grant of indulgence or any decision to exercise or not to exercise any such right of termination, waiver or extension.

5.         PLACEES' WARRANTIES AND UNDERTAKINGS

By communicating a bid to TPI under the Bookbuild you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company, and TPI (in their capacity as placing agents), in each case as a fundamental term of your application for Placing Shares, of the Company's obligation to allot and/or issue any Placing Shares to you or at your direction, that:

a)         you agree to and accept all the terms set out in this Announcement;

b)         your rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;

c)         this Announcement, which has been issued by the Company, is within the sole responsibility of the Company;

d)         you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this Announcement or to the effect that the Company is not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or other law and regulation applicable to it to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;

e)         you have not relied on any representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

f)          you are not a client of TPI in relation to the Placing and TPI are not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to their clients;

g)         you have not been, and will not be, given any warranty or representation by any TPI Person in relation to any Placing Shares, the Company or any other member of its Group and no TPI Person will have any liability to you for any information contained in this Announcement or which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such information or on any other information provided to you;

h)         you are making the commitment to subscribe for Placing Shares solely on the basis of publicly available information;

i)          you will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with TPI or put in place with TPI with its agreement;

j)          you are permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti‐Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to TPI such evidence, if any, as to the identity or location or legal status of any person which TPI may request from you (for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by TPI on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as TPI may decide in their discretion;

k)         you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) ("FSMA") with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

l)          you are a Relevant Person, as defined above;

m)        you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or TPI for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2(1)(e)(i) of the Prospectus Directive) and you are both acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) a person falling within either Article 19(5) or Article 49(2) of the Order and that he has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

n)         nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or its ordinary shares in accordance with FSMA, the UK Prospectus Rules or the Prospectus Directive or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

o)         you will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or TPI to contravene any such legislation in any respect;

p)         you are not, and are not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to you, or any person specified by you for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom you specify for registration as holder of Placing Shares will be the Placee or the Placee's nominee, and (iii) neither TPI nor the Company will be responsible to you or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non‐compliance, with this paragraph;

q)         unless paragraph (m) (above) applies, you have neither received nor relied on any 'inside information' (for the purposes of the EU Market Abuse Regulation (2014/596/EU) ("MAR") and section 56 of the Criminal Justice Act 1993) concerning the Company in accepting this invitation to participate in the Placing;

r)          if you have received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, you confirm that you have received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and you have not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

s)         (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the US Securities Act of 1933, as amended) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, no Placing Shares may be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) you are (and any such account for which you are acting is) (unless otherwise expressly agreed with TPI) either (a) a QIB, who will execute and return a representation letter to that effect to the Company and TPI prior to Admission; or (b) are not within the United States and are not a US person and will be acquiring Placing Shares in an "offshore transaction", (iv) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to US Persons or persons located within the United States, directly or indirectly, (v) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) you will not distribute this announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

t)          (i) you are not and, if different, the intended beneficial owner of the Placing Shares allocated to you is not and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, Japan or the Republic of South Africa, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

u)         time is of essence as regards your obligations under this Appendix;

v)         this Appendix and any contract which may be entered into between you and TPI and/or the Company pursuant to this Appendix or the Placing and all non‐contractual obligations arising between you, the Company and TPI in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company, TPI will have the right to bring enforcement proceedings in respect of any judgment obtained against you in the English courts or in the courts of any other relevant jurisdiction;

w)        each right or remedy of the Company, the TPI provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

x)         any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to TPI (as applicable);

y)         none of your rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of your obligations in respect of the Placing.

6.         PAYMENT DEFAULT

Your entitlement to receive any Placing Shares will be conditional on the receipt by TPI of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as TPI may decide, and otherwise in accordance with that confirmation's terms. TPI may waive such condition, and will not be liable to you for any decision to waive or not to waive such condition.

If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and setoff over and in respect of any such Placing Shares to the fullest extent permitted under its constitution or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company, TPI may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, TPI (i) 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 and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company, to TPI for the full amount of any losses and of any costs which it may suffer or incur as a result of (i) it not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by TPI for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

7.         OVERSEAS JURISDICTIONS

The distribution of this Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. Qualified Investors and other Relevant Persons (as defined above) who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this Announcement does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in ordinary shares in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which, or in circumstances in which, any such offer, invitation or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended, or under the securities laws of any State or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US Persons (as defined in Regulation S under that Act). No public offering of the Placing Shares is being or will be made in the United States.

 


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