THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 June 2021
HELIOS TOWERS PLC
RESULTS OF PLACING, RETAIL OFFER AND FINAL TERMS OF CONVERTIBLE BOND OFFERING
Helios Towers plc ("Helios Towers" or the "Company") announces the successful pricing of the non-pre-emptive placing of new ordinary shares of one penny each in the capital of the Company ("Ordinary Shares") announced on 15 June 2021 (the "Placing") as well as the concurrent offer made by the Company for retail investors to subscribe for Ordinary Shares via the PrimaryBid platform (the "Retail Offer").
A total of 46,750,000 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed at a price of 163 pence per Placing Share (the "Placing Price") by Merrill Lynch International ("BofA Securities"), Citigroup Global Markets Limited ("Citi") and Jefferies International Limited ("Jefferies"), acting as Joint Global Coordinators in connection with the Placing, and Numis Securities Limited ("Numis"), acting as Joint Bookrunner in connection with the Placing. In addition, retail investors have subscribed via the PrimaryBid platform for a total of 1,250,000 new Ordinary Shares in the capital of the Company (the "Retail Offer Shares") at the Placing Price.
Concurrently with the Placing and Retail Offer, the Company announces the successful placing and pricing by its wholly owned subsidiary HTA Group, Ltd (the "Issuer") of a tap issuance of its existing US$250 million Senior Unsecured Guaranteed Convertible Bonds due 2027 (the "Convertible Bond Offering", and together with the Placing and Retail Offer, the "Capital Raise") in an aggregate principal amount of US$50 million (the "Bonds").
The Capital Raise will raise approximately US$160 million of gross proceeds.
Details of the Placing
The Placing in aggregate comprised 46,750,000 Placing Shares and 1,250,000 Retail Offer Shares which will raise gross proceeds of approximately US$110 million for the Company. The Placing Price of 163 pence per Placing Share and Retail Offer Share represents a discount of 5.3 per cent to the Company's closing share price of 172.2 pence per Ordinary Share on 15 June 2021. The Placing Shares and Retail Offer Shares represent approximately 4.8 per cent of the existing issued ordinary share capital of Helios Towers prior to the Placing.
The Company consulted with a number of its leading shareholders ahead of the Capital Raise, including in respect of the structure of the Capital Raise. Feedback from this consultation was highly supportive and as a result the Board chose to proceed with the Capital Raise and the Company is pleased by the strong support it has received from new and existing shareholders.
Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE"), respectively, for the admission of the Placing Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 18 June 2021. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms.
The Placing Shares and Retail Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Details of the Convertible Bond Offering
The new Bonds will be issued at 106.039% of their principal amount and a yield-to-maturity of 1.76%. The Convertible Bonds carry a coupon of 2.875% per annum payable semi-annually in arrear in equal instalments on 18 September and 18 March each year, with the first interest payment date being 18 September 2021. The conversion price is US$2.9312, subject to potential adjustment (if such an adjustment would be required under the terms and conditions of the existing Bonds). The conversion price will be subject to (a) adjustments for any dividends in cash or in kind, as well as (b) customary anti-dilution adjustments, pursuant to the terms and conditions of the Bonds.
The Shares underlying the new Bonds represent approximately 2% of the total number of the Company's issued and outstanding Ordinary Shares immediately prior to the Convertible Bond Offering, subject to potential adjustments to the conversion price.
Settlement and delivery of the new Bonds is expected to take place on or about 23 June 2021. The Bond Issuer will submit an application to admit the new Bonds to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 23 June 2021.
In the context of the Placing, Retail Offer and the Convertible Bond Offering, the Company and the Bond Issuer have agreed to a lock-up relating to equity and equity-related securities for a period commencing on pricing and ending 90 calendar days following the settlement date of each of the Placing, Retail Offer and the Convertible Bond Offering, subject to certain exceptions.
BofA Securities, Citi and Jefferies are acting as Joint Global Coordinators in connection with the Placing. Numis is acting as Joint Bookrunner in connection with the Placing. BofA Securities, Citi and Jefferies are acting as Joint Global Coordinators in connection with the Convertible Bond Offering.
STJ Advisors is acting as independent financial advisor to the Company in relation to the Capital Raise.
For further information on this announcement, please contact:
BofA Securities (Joint Global Coordinator and Joint Corporate Broker):
Peter Luck / Cara Griffiths / Ben Winstanley / Andrew Briscoe
+44 (0) 207 628 1000
Jefferies (Joint Global Coordinator and Joint Corporate Broker):
Simon Hardy / Luca Erpici / Dominic Lester / Dominik Gansloser / Aditi Venkatram
+44 (0) 207 029 8000
Citi (Joint Global Coordinator):
Chuba Ezenwa / Mihir Unadkat / Javier Pollan / Luke Gormley
+44 (0) 207 986 4000
Numis (Joint Bookrunner):
Matt Lewis / Hugo Rubinstein / Will Baunton
+44 (0) 207 260 1000
Edward Bridges / Stephanie Ellis, FTI Consulting
+44 (0) 20 3727 1000
The person responsible for arranging release of this Announcement on behalf of Helios Towers is Paul Barrett, General Counsel and Company Secretary.
Notes to Editors
About Helios Towers
Helios Towers is a leading independent telecommunications infrastructure company, having established one of the most extensive tower portfolios across Africa. It builds, owns and operates telecom passive infrastructure, providing services to mobile network operators.
Helios Towers owns and operates telecommunication tower sites in Tanzania, Democratic Republic of Congo, Congo Brazzaville, Ghana, South Africa and Senegal. Following recent acquisition agreements and subject to regulatory approvals, Helios Towers expects to establish a presence in five new markets across Africa and the Middle East over the next 12 months. Including these acquisitions and BTS site commitments, the Group's total site count is expected to increase from over 8,500 towers currently to approaching 15,000.
Helios Towers pioneered the model in Africa of buying towers that were held by single operators and providing services utilising the tower infrastructure to the seller and other operators. This allows wireless operators to outsource non-core tower-related activities, enabling them to focus their capital and managerial resources on providing higher quality services more cost-effectively.
For further information go to: www.heliostowers.com
No action has been taken by the Company, the Bond Issuer, the Guarantors, Merrill Lynch International ("BofA Securities"), Citigroup Global Markets Limited ("Citi"), Jefferies International Limited ("Jefferies"), Numis Securities Limited ("Numis" and together with BofA Securities, Citi and Jefferies, the "Banks"), or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or an offering of the Bonds or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares or to the Bonds 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.
No prospectus has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation or the Prospectus Regulation, each as defined below) to be published. Persons needing advice should consult an independent financial adviser.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares or the Bonds is being made in any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. 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 or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted. Subject to certain limited exceptions, the Placing Shares may not be offered or sold in the United States, Canada, Australia, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. In addition, the Bonds and the Retail Shares are being offered and sold by the company only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act.
This Announcement is directed at and is only being distributed to: persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in the United Kingdom, persons who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), as it forms part of the law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") who are (i) persons who fall within the definition of "Investment Professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (b) if in a member state of the European Economic Area (the "EEA"), persons who are qualified investors ("Qualified Investors"), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979) (the "Prospectus Regulation"); or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) above together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of the UK Prospectus Regulation; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares or the Bonds; and neither the Placing Shares nor the Bonds have been, nor will be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares and the Bonds 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, the Republic of South Africa or Japan or any other jurisdiction in which such activities would be unlawful.
In Canada, no offering is being made in respect of the Bonds as no sales of the Bonds are permitted in Canada.
In Canada, the offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec on a basis exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Banks that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.
By participating in the Placing Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood each of the announcement in respect of the Placing made by the Company on 15 June 2021 (the "Placing Announcement") and this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the appendices to the Placing Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the appendices to the Placing Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Each of the Company, the Banks and their respective affiliates, agents, directors, officers and employees expressly disclaims any obligation or undertaking to update, review or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the Financial Conduct Authority (the "FCA").
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares or the Bonds. Any investment decision to buy Placing Shares in the Placing or Bonds in the Convertible Bond Offering must be made solely on the basis of publicly available information, which has not been independently verified by the Banks.
Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Placing Shares and the Bonds. None of the Company, the Bond Issuer, BofA Securities, Citi, Jefferies or Numis makes any representation as to: (i) the suitability of the securities referred to herein for any particular investor; (ii) the appropriate accounting treatment and potential tax consequences of investing in the securities referred to herein; or (iii) the future performance of the securities referred to herein either in absolute terms or relative to competing investments.
Each of BofA Securities and Citi is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Each of Jefferies International Limited and Numis is authorised and regulated in the United Kingdom by the FCA. Each of BofA Securities, Citi, Jefferies and Numis is acting exclusively for the Company and no one else in connection with the Placing and each of BofA Securities, Citi and Jefferies is acting exclusively for the Company and the Bond Issuer and no one else in connection with the Convertible Bond Offering. None of the Banks will regard any other person as its client in relation to the Placing and/or the Convertible Bond Offering, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees or bondholders) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the Convertible Bond Offering, the content of this Announcement or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. 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 any of the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares, the Bonds, the Placing, the Convertible Bond Offering or the proposed acquisition by Helios Towers Bidco Limited ("Bidco"), Helios Towers, Ltd and an Omani entity acting as nominee of Bidco of the entire issued share capital of a to be incorporated holding company (the "Target") from Oman Telecommunications Company (S.A.O.G) ("Omantel"), which is conditional on the transfer of the passive tower infrastructure assets representing 2,890 sites (which will be transferred with certain business assets, contracts, liabilities and employees) (the "Target Assets") to the Target as a condition under the Acquisition Agreement (as defined below) (the "Acquisition"), and any liability therefore is expressly disclaimed. No reliance may be placed by any person for any purpose on the information contained in this Announcement, which is subject to change, or its accuracy, fairness or completeness.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing, or the Convertible Bond Offering or the Retail Offer. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Any indication in this Announcement (if applicable) of the price at which the Company's 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 as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares and the Bonds will be made pursuant to an exemption under the UK Prospectus Regulation or the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended (the "FSMA") does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.
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.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and the Bonds have been subject to a product approval process, which has determined that: (A) the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels; and (B) the Bonds are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks, in their capacities as joint bookrunners, will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares or the Bonds. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and/or the Bonds and determining appropriate distribution channels.