| Mon 8 Nov 2021, 9:01 | | SIRIUS REAL ESTATE LIMITED - Proposed Acquisition Of BizSpace Group And Capital Raise To Raise c.£135m |
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Proposed Acquisition Of BizSpace Group And Capital Raise To Raise c.£135m
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION 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 CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
8 November 2021
Sirius Real Estate Limited
Proposed acquisition of BizSpace Group and capital raise to raise c.£135m
Sirius Real Estate Limited (the “Company” and together with its subsidiaries, “Sirius” or the
“Group”), the leading owner and operator of branded business and industrial parks providing
conventional space and flexible workspace in Germany, is pleased to announce that it has
agreed to acquire Helix Investments Limited (the holding company of the BizSpace business)
(“BizSpace” or “BizSpace Group”) from Värde Partners (“Värde” or the “Seller”) for a cash
consideration of c.£245m, based on an enterprise value of £380m (the “Acquisition”).
BizSpace is a leading provider of regional flexible workspace, offering light industrial,
workshop, studio and out of town office units to a wide range of businesses across the UK.
The Acquisition constitutes a Class 2 transaction pursuant to the Listing Rules and a category
2 transaction in terms of the JSE Listings Requirements.
The board of directors of the Company (the “Board”) believes the acquisition of BizSpace
represents a highly attractive and strategically important opportunity that allows Sirius to enter,
at scale, an under-served wider UK market with a one-step acquisition of an established
platform. Furthermore, the Board believes that the Acquisition presents an opportunity for the
Company to replicate the success of the Sirius model in another European geography,
providing Sirius’ shareholders with an opportunity for significant value creation and further
long-term growth potential.
The Acquisition consideration will be funded by a combination of new and existing debt
together with the proceeds of a proposed fundraise (the “Capital Raise”) which is expected,
in aggregate, to raise gross proceeds of c.£135m, comprising a non pre-emptive placing of
new Ordinary Shares in the Company to institutional investors including in the UK (the
“Placing”), a non pre-emptive placing of new Ordinary Shares in the Company to selected
qualified investors in South Africa (the “South Africa Placing”) and an offer of new Ordinary
Shares in the Company to be made on behalf of the Company by PrimaryBid Limited on its
online platform (which will provide retail investors in the UK with an opportunity to participate
in the Capital Raise) (the “Retail Offer”). Together, the total number of new Ordinary Shares
to be issued pursuant to the Capital Raise (the “Offer Shares”) will not exceed 105,281,686
new Ordinary Shares, representing up to 10 per cent. of the Company’s issued share capital
(excluding treasury shares) as at the date of its most recent notice of annual general meeting.
The number of Offer Shares, and the price at which the Offer Shares are to be issued (the
“Offer Price”) will be announced by the Company at the close of a bookbuild process.
Acquisition highlights
• Unique opportunity that allows Sirius to enter, at scale, an under-served wider UK
market with one-step acquisition of an established platform
• Provides Sirius with a high-quality portfolio in a market with supply constraints and
significant organic growth potential in rental pricing
• Complements Sirius’ existing platform allowing for meaningful operational and financial
synergies to drive value creation for Sirius shareholders
• BizSpace’s existing management team, including John Spencer (BizSpace CEO),
Tariq Khader (BizSpace Financial Director) and Mo Jiwaji (BizSpace Commercial
Director) will remain with the business to drive the operations, bringing their significant
experience of the UK market for the mutual benefit of the combined group
• Financially attractive transaction with day one accretion to FFO and dividends per
share of c.11% and c.4% accretion to adjusted NAV per share
• The total cash consideration for the Acquisition will be up to c.£245m based on an
enterprise value of £380m and Sirius has agreed to assume BizSpace’s existing gross
financial debt of c.£146m
• The Acquisition will increase Sirius’ gross asset value to c.€1.9bn and its rent roll to in
excess of €153m
• The Acquisition is conditional upon the completion of the Capital Raise
Capital Raise Highlights
• The proposed Capital Raise will consist of the Placing, the South Africa Placing and
the Retail Offer, resulting in the issuance of such number of new Ordinary Shares
which, in aggregate, will not exceed 10% of the Company's issued share capital
(excluding treasury shares) as at the date of its most recent notice of AGM
• The proposed Placing is to be conducted by way of an accelerated bookbuild process
(the “Bookbuild”) which will launch immediately following the release of this
Announcement and will be undertaken on behalf of the Company by Joh. Berenberg,
Gossler & Co. KG, London Branch (“Berenberg”), HSBC Bank plc (“HSBC”), Panmure
Gordon (UK) Limited (“Panmure Gordon”) and Peel Hunt LLP (“Peel Hunt” and
together with Berenberg, HSBC and Panmure Gordon, the “Banks”) who are acting
as joint global coordinators and bookrunners in connection with the Placing, to be
conducted in accordance with the Terms and Conditions set out in Appendix 1
• The South Africa Placing is to be conducted on behalf of the Company by PSG Capital
Proprietary Limited (“PSG Capital”), who are acting as sole bookrunner and placing
agent in respect of the South Africa Placing, to be conducted, on a delivery vs payment
basis, in accordance with the terms of the PSG Irrevocable Undertaking (or in such
other form as may be permitted by the Company)
• The number of new Ordinary Shares and the Offer Price at which the new Ordinary
Shares are to be issued pursuant to the Capital Raise will be determined following
completion of the Bookbuild by agreement between the Company, the Banks and PSG
Capital
• The Company expects to close the Bookbuild as soon as practicably possible on 8
November 2021. Details of the Offer Price and the number of Offer Shares will be
announced as soon as practicable after the close of the Bookbuild
• Concurrently with the Placing and the South Africa Placing, the Company intends to
raise up to €8m in the Retail Offer, to provide retail investors in the UK with an
opportunity to participate in the Capital Raise. The Retail Offer is not made subject to
the terms and conditions set out in Appendix 1 to this Announcement and instead will
be made on the terms outlined in the separate announcement to be made shortly
regarding the Retail Offer. The Retail Offer is also conditional, inter alia, upon
completion of the Placing and the South Africa Placing
• Andrew Coombs (Chief Executive Officer of the Company) has indicated his intention
to purchase Ordinary Shares in the market to the value of £1m as soon as practicable
following the release of the announcement of the results of the Capital Raise and
appropriate disclosure will be made in relation to this purchase in due course
• New Ordinary Shares issued pursuant to the Capital Raise will be eligible for the
interim dividend of 2.04 cents (€) per share, as well as all future dividends. The interim
dividend is expected to be paid in January 2022
Commenting on the transaction, Andrew Coombs, Chief Executive Officer of Sirius Real
Estate, said: "We are very happy to announce the acquisition of a high-quality and well
diversified portfolio of assets, in a highly attractive and growing market. The acquisition of
BizSpace brings with it an experienced and enthusiastic management team that we believe
will be a good fit with the culture of Sirius’ current management team and I look forward to
building on the existing relationships between our businesses. The transaction provides an
opportunity to enter a new geography at scale and extends our successful strategy to target
highly strategic locations and assets in order to generate sustainable and growing returns on
behalf of investors."
Information on BizSpace and its markets
Since its foundation in 2000, BizSpace has grown its network to 72 well-located sites, with a
GAV of £377m as at 31 August 2021, and is now an established, scalable and well-diversified
UK regional operator of flexible workspace with significant opportunities for BizSpace to grow
both organically and inorganically, due to high levels of market fragmentation and few large
scale regional operators. The business has demonstrated its resilience as a flexible business
model by its trading performance during the Covid-19 pandemic and its maintenance of high
levels of both customer retention and cash collection across the same period.
The BizSpace portfolio is regionally diverse and, split on a per square foot basis, is 74% light
industrial and 26% out of town office. Despite 75% of BizSpace’s rent roll being let on flexible
licences, the average customer tenure across the portfolio is greater than four years, the top
1,000 customers, equating to approximately one third of total customers, contribute 71% of
BizSpace’s rent roll and have an average tenure of greater than 4.5 years.
The light industrial sector in the UK has favourable market dynamics, witnessing strong
demand, driven most notably by accelerated e-commerce penetration, while supply remains
severely constrained due to a lack of available land and expensive build costs. This demand-
supply imbalance is evidenced by strong levels of regional rental growth across the UK. The
UK market also provides favourable sector dynamics for flexible workspace with increasing
focus by the UK Government on regional investment (“levelling up”) and moves towards on-
shoring production activities and strong growth in rental rates. BizSpace’s experienced senior
management team has a strong track record with an average 13 years’ experience of the B2B
and property sectors, particularly in running asset backed and/or flexible workspace
businesses, and will remain with the business under Sirius’ ownership. Each of John Spencer,
Tariq Khader and Mo Jiwaji will remain with the business for the next phase of development
under Sirius’ ownership.
Strategic rationale
The Board believes the Acquisition represents a highly attractive and strategically important
opportunity to replicate the success of the Sirius model in another European geography,
providing Sirius’ shareholders with an opportunity for significant value creation and further
long-term growth potential. The Acquisition provides Sirius with a business of scale with a
broad UK presence, in a very attractive and growing market, that is aligned with Sirius’ long-
term growth strategy.
The Board considers that there is an excellent fit between both management teams, whose
relationship has been built through prior history of working together and further strengthened
over the last few years, and whose shared investment and management philosophies will
ensure a seamless integration.
Similar to Sirius, BizSpace’s portfolio has been built by careful strategic assembly, as well as
creative and active asset management over time, which provides a high degree of strategic,
operational and cultural alignment between the two businesses.
BizSpace financial performance
BizSpace’s gross assets as at 31 December 2020 were £377m and EBITDA and profit before
tax for the 12-month period ended 31 December 2020 were £18.7m and £3.4m respectively.
BizSpace’s expected run-rate financial performance as at 31 August 2021 was c.£43.2m of
revenue and c.£26.8m of NOI, representing a 62% NOI margin, and c.£20.3m of EBITDA,
representing a 47% EBITDA margin.
For the purposes of the Listing Rules, the Acquisition is a Class 2 transaction, while it
constitutes a category 2 transaction in terms of the JSE Listings Requirements. The
Acquisition is conditional upon completion of the Capital Raise.
Financial benefits of the Acquisition
The Acquisition will be financially attractive with c.11% accretion on an FFO and dividend
basis, and c.4% accretion to adjusted NAV per share, on day one. This excludes additional
operational improvements at BizSpace level and additional growth in the business. The deal
is expected to be marginally accretive to the recently published 30 September 2021 EPRA
NTA immediately following completion of the Acquisition.
Sirius management believes that there are significant opportunities to improve the profitability
of the BizSpace business, including increasing its EBITDA by c.30% over the next 2-3 years,
through pricing and occupancy improvements as well as ancillary income streams. The
Acquisition also offers the potential for substantial further synergies relating to overheads,
banking and digital marketing. The Acquisition will increase Sirius’ gross asset value to
c.€1.9bn and its rent roll to in excess of €153m.
Details of the Acquisition, financing and expected timetable
Sirius has entered into a conditional agreement (the “Acquisition Agreement”) to acquire the
entire issued share capital of Helix Investments Limited (the holding company of the BizSpace
business) from BizSpace Group Limited, an entity controlled by Värde. Pursuant to the terms
of the Acquisition Agreement, the consideration payable upon completion will be c.£245m
(including repayment of a £38m seller intercompany loan), subject to a customary purchase
price adjustment for any amounts paid, or value returned, to the Seller or its related parties by
BizSpace or its group companies since 31 August 2021. On completion of the Acquisition,
Sirius will also assume BizSpace’s existing external financial debt of c.£146m.
The Acquisition consideration will be funded via a combination of Sirius’ existing cash
resources, an upsized €75m RCF and the proceeds of the Capital Raise.
BizSpace’s existing debt facility of c.£146m, which is being rolled over as part of the
Acquisition is expected to be refinanced in the calendar year 2022.
Upon completion of the Acquisition, the combined group’s net LTV is expected to rise to 44%,
above Sirius’ current target level of 40%. However, Sirius’ management team expects the
Group to de-leverage towards its target level of 40% in the medium term through its ongoing
intensive asset management strategy. Completion of the Acquisition is conditional upon
completion of the Capital Raise and is expected to occur on or around 19 November 2021.
However, if the Acquisition does not complete by 30 November 2021, the Seller may terminate
the Acquisition Agreement and Sirius will be required to pay a break fee in the amount of
£2.5m to the Seller.
For the purposes of the Listing Rules, the Acquisition is a Class 2 transaction, while it
constitutes a category 2 transaction in terms of the JSE Listings Requirements. Additional
disclosures required under the JSE Listings Requirements appear in Appendix 3 to this
Announcement.
HSBC is acting as sole financial adviser to Sirius in connection with the Acquisition. Lazard &
Co., Limited is acting as financial adviser and DTRE is acting as property adviser to Värde.
Details of the Placing
The Placing is subject to the terms and conditions set out in Appendix 1.
For the avoidance of doubt, the South Africa Placing is not subject to the terms and conditions
set out in Appendix 1, but is subject to the terms of this Announcement and, where relevant,
the terms and conditions set out in the PSG Irrevocable Undertaking (or such other instrument
as may be permitted by the Company).
The Banks have today entered into a placing agreement with the Company in relation to the
Placing (the “Placing Agreement”). The Banks will commence the Bookbuild in respect of the
Placing immediately following the publication of this Announcement. The number of new
Ordinary Shares to be issued to Placees in connection with the Placing (the “Placing Shares”)
will be determined by the Company in consultation with the Banks and PSG Capital following
the close of the Bookbuild. The aggregate number of new Ordinary Shares to be issued
pursuant to the Capital Raise will not exceed 105,281,686 new Ordinary Shares.
The Placing Shares are to be offered by way of an accelerated bookbuild placement to
selected institutional investors in private placements outside of the United States in
accordance with Regulation S of the US Securities Act of 1933, as amended (the “Securities
Act”) and in the United States to qualified institutional buyers as defined in Rule 144A under
the Securities Act.
Pursuant to the terms of the Placing Agreement, each Bank, as agent for the Company, has
conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing
Shares at the Offer Price. The Placing is conditional, inter alia, on (i) the Placing Agreement
not having been terminated in accordance with its terms, (ii) the Acquisition Agreement not
having been terminated prior to UK Admission and (iii) UK Admission and JSE Admission
occurring.
The Bookbuild will open with immediate effect following the release of this Announcement.
The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are
to be agreed between the Banks, PSG Capital and the Company. Details of the number of
Placing Shares taken up under the Placing will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Agreement contains customary representations, warranties and undertakings
from the Company in favour of the Banks relating to the Group and its business. In addition,
the Company has agreed to indemnify the Banks and their affiliates in relation to certain
liabilities they may incur in respect of the Placing and the applications for UK Admission and
JSE Admission. The Banks can terminate the Placing Agreement at any time prior to UK
Admission in certain customary circumstances, including in the event of a breach of the
Company’s representations and warranties given in the Placing Agreement, the failure of the
Company to comply with its obligations under the Placing Agreement or the occurrence of a
Material Adverse Change.
Details of the South Africa Placing
The Company has engaged PSG Capital as sole bookrunner and placing agent in respect of
the South Africa Placing to undertake a private placement of new Ordinary Shares at the Offer
Price to selected qualifying investors in the Republic of South Africa (the “SA Placed Shares”)
pursuant to the terms of this Announcement and, where relevant, the terms and conditions set
out in the PSG Irrevocable Undertaking (or such other instrument as may be permitted by the
Company). The number of new Ordinary Shares to be issued to SA Placees in connection
with the South Africa Placing will similarly be determined by the Company in consultation with
the Banks and PSG Capital following the close of the Bookbuild.
Details of the Retail Offer
The Company also intends to raise funds by the issue of Retail Offer Shares at the Offer Price
in order to provide retail investors in the UK with an opportunity to participate in the Capital
Raise. PrimaryBid intends to conduct an offer for the Retail Offer Shares on behalf of the
Company (subject to certain size limits) on the terms set out in a separate announcement to
be made by PrimaryBid shortly. The Retail Offer is conditional on the Placing completing. The
Retail Offer will not be available to investors outside the UK.
Lock-up
Pursuant to the Placing Agreement, the Company has agreed to a lock-up pursuant to which
it has undertaken to the Banks that at any time between the date of the Placing Agreement
and 120 days after the date of UK Admission it will not, and will procure that no Group
Company will, without the prior written consent of the Banks (i) directly or indirectly, issue,
allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option
or contract to purchase, purchase any option or contract to sell or issue, grant any option, right
or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or interest in Ordinary Shares or any securities convertible into or exercisable
or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary
Shares; or (ii) enter into any swap or other transaction or arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of Ordinary
Shares or other shares in the capital of the Company, whether any such swap or transaction
described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in
the capital of the Company or such other securities, in cash or otherwise, subject to certain
customary exceptions.
UK Admission and JSE Admission
Application will be made for the admission of the Offer Shares to listing on the premium
segment of the Official List of the FCA and to trading on the London Stock Exchange’s main
market for listed securities (together, “UK Admission”) and to listing and trading on the JSE
(“JSE Admission”). UK Admission is expected to become effective at 8.00 a.m. (London time)
on 12 November 2021 or such later date as the Banks and the Company may agree, being
no later than 8.00 a.m. (London time) on 19 November 2021. JSE Admission is expected to
become effective at 9.00 a.m. (Johannesburg time) on 12 November 2021 or such later date
as the Banks and the Company may agree being no later than 9.00 a.m. (Johannesburg time)
on 19 November 2021.
Management participation
Under the rules and regulations of the JSE, Directors are prohibited from subscribing for new
shares under the Placing. However, Andrew Coombs (Chief Executive Officer) has confirmed
his intention to purchase existing Ordinary Shares to the value of £1m in the market as soon
as practicable following the release of the announcement of the results of the Capital Raise.
This Announcement contains inside information.
Ends
Enquiries:
Sirius Real Estate
Andrew Coombs, CEO / Alistair Marks, CFO
Tel: +49 (0) 30 2850 10 110
HSBC (Sole Financial Adviser, Joint Global Co-ordinator)
Anthony Parsons / Keith Welch / Ali Razvi / Alex Thomas
Tel: +44 (0) 207 991 8888
Berenberg (Joint Broker, Joint Global Co-ordinator)
Chris Bowman / Toby Flaux / Richard Bootle / Ben Burnett
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Broker, Joint Global Co-ordinator)
IBD - Capel Irwin / Carl Gough / Henry Nicholls
ECM - Jock Maxwell Macdonald / Sohail Akbar
Tel: +44 (0) 207 418 8900
Panmure Gordon (Investor Relations, Joint Global Co-ordinator)
Dominic Morley / Chloe Ponsonby
Tel: +44 (0) 207 886 2500
PSG Capital (SA Advisor)
Johan Holtzhausen
Tel: +27 (0) 825 583 623
FTI Consulting (Financial PR)
Richard Sunderland / Claire Turvey / Talia Jessener
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
About Sirius Real Estate Limited
Sirius is a property company listed on the main market and premium segment of the London
Stock Exchange and the main board of the JSE. It is a leading operator of branded business
parks providing conventional space and flexible workspace in Germany. The Company's
purpose is to create and manage optimal workspaces that empower small and medium-sized
businesses to grow, evolve and thrive. Sirius seeks to unlock the potential of its people, its
properties, and the communities in which it operates, so that together we can create
sustainable impact, and long-term financial and social value.
The Company's core strategy is the acquisition of business parks at attractive yields, the
integration of these business parks into its network of sites under the Company's own name
as well as offering a range of branded products within those sites, and the reconfiguration and
upgrade of existing and vacant space to appeal to the local market, through intensive asset
management and investment. The Company's strategy aims to deliver attractive returns for
shareholders by increasing rental income and improving cost recoveries and capital values,
as well as by enhancing those returns through financing its assets on favourable terms. Once
sites are mature and net income and values have been optimised, the Company may take the
opportunity to refinance the sites to release capital for investment in new sites or consider the
disposal of sites in order to recycle equity into assets which present greater opportunity for the
asset management skills of the Company's team.
Sirius also has a venture with clients represented by AXA IM Alts. Titanium was formed
through the acquisition by AXA IM Alts, on behalf of its clients, from Sirius, of a 65% stake in
five business parks across Germany. Sirius retained the remaining 35%. The venture seeks
to grow primarily through the acquisition of larger stabilised business park assets and
portfolios of assets with strong tenant profiles and occupancy. As well as its equity interest,
Sirius acts as operator of the assets in the venture, on a fee basis. Sirius will continue to grow
its wholly owned portfolio through acquisitions of more opportunistic assets, where it can
capitalise on its asset management expertise to maximise utilisation of the space, grow
occupancy and improve quality of the tenants. The strategies have been clearly defined so
that the venture does not conflict with Sirius’ existing business.
For more information, please visit: www.Sirius-real-estate.com
JSE Sponsor
PSG Capital
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
FORWARDING 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”) (OTHER THAN PURSUANT TO CERTAIN
EXEMPTIONS), AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION 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 FCA OR THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the
United States, Canada, Australia, New Zealand, South Africa, Japan or any other jurisdiction
in which the same would be unlawful. No public offering of the Offer Shares is being made in
any such jurisdiction.
No action has been taken by the Company, any of the Banks or PSG Capital or any of their
respective affiliates, or any person acting on its or their behalf that would permit an offer of the
Offer Shares or possession or distribution of this Announcement or any other offering or
publicity material relating to such Offer Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes are required by the
Company, the Banks and PSG Capital to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or admission document has been
or will be made available in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as
amended) (the “Prospectus Regulation”) or Regulation (EU) No 2017/1129 (as amended)
as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”)
to be published.
The Offer Shares 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 other jurisdiction of the United States, and may not be offered, sold, or transferred,
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 Offer
Shares will be offered and sold only (i) outside of the United States in “offshore transactions”
(as such term is defined in Regulation S under the Securities Act (“Regulation S”)) pursuant
to Regulation S and otherwise in accordance with applicable laws; and (ii) in the case of the
Placing Shares only, in the United States to persons who are “qualified institutional buyers”
(as defined in Rule 144A under the Securities Act) (“QIBs”) and who have delivered to the
Company and the Banks a US Investor Letter substantially in the form provided to it, in each
case, pursuant to an exemption from, or in a transaction not subject to, registration under the
Securities Act. No public offering of the Offer Shares will be made in the United States or
elsewhere.
The Capital Raise has not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
Placing, or the accuracy or adequacy of this presentation. Any representation to the contrary
is a criminal offence in the United States.
Members of the public are not eligible to take part in the Placing. In member states of the
European Economic Area (the “EEA”), this Announcement is directed at and is only being
distributed to “qualified investors” within the meaning of Article 2I of the Prospectus Regulation
(“Qualified Investors”). In the United Kingdom, this Announcement is directed at and is only
being distributed to “qualified investors” within the meaning of Article 2I of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters relating to
investments 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) high net worth companies, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) other
persons to whom it may otherwise lawfully be communicated (all such persons together being
“Relevant Persons”). Any investment or investment activity to which this Announcement
relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in
the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This
Announcement must not be acted on or relied on (i) in any member state of the EEA, by
persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are
not Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the Japanese Ministry
of Finance; the relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in South Africa in relation to the Offer Shares
and the Offer Shares have not been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of Australia, Canada, South Africa or
Japan. Accordingly, the Offer 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, New Zealand, Canada or Japan or any other jurisdiction in which such activities
would be unlawful.
In South Africa, the South Africa Placing will only be made by way of a private placement of
Ordinary Shares to selected persons (i) falling within one of the specified categories listed in
section 96(1)(a) of the South African Companies Act, 2008 (the “South African Companies
Act”); or (ii) acting as principal, acquiring SA Placed Shares for a total contemplated
acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South
African Companies Act (“South African Eligible Investors”). This Announcement is only
being made available to such South African Eligible Investors. Accordingly (i) the South Africa
Placing is not an “offer to the public” as contemplated in the South African Companies Act; (ii)
this Announcement does not, nor does it intend to, constitute a “registered prospectus” or an
“advertisement”, as contemplated by the South African Companies Act; and (iii) no prospectus
has been filed with the South African Companies and Intellectual Property Commission (the
“CIPC”) in respect of the South Africa Placing. As a result, this Announcement does not comply
with the substance and form requirements for a prospectus set out in the South African
Companies Act, 2008 and the South African Companies Regulations of 2011, and has not
been approved by, and/or registered with, the CIPC, or any other South African authority.
The information contained in this Announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary
Services Act, 37 of 2002, as amended (the “FAIS Act”) and should not be construed as an
express or implied recommendation, guide or proposal that any particular transaction in
respect of the SA Placed Shares or in relation to the business or future investments of the
Company, is appropriate to the particular investment objectives, financial situations or needs
of a prospective investor, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South
Africa. The Company is not a financial services provider licensed as such under the FAIS Act.
By participating in the 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 or written and legally
binding offer to acquire Placing Shares will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares
on the terms and conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and undertakings contained
in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute “forward-looking statements”
with respect to the financial condition, results of operations and businesses and plans of the
Company and the Group. Words such as “believes”, “anticipates”, “estimates”, “expects”,
“intends”, “plans”, “aims”, “potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate”
and variations of these words and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty because they relate
to events and depend upon future circumstances that have not occurred. There are a number
of factors that could cause actual results or developments to differ materially from those
expressed or implied by these forward-looking statements and forecasts. As a result, the
Group’s actual financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by these forward-
looking statements. No representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such forward-looking statements.
No statement in this Announcement is intended to be, nor may it be construed as, a profit
forecast or be relied upon as a guide to future performance. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement. The
Company, its directors, the Banks, PSG Capital their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or undertaking to update 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 FCA, the
London Stock Exchange or the JSE.
Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority
and is deemed authorised under the Temporary Permissions Regime and subject to limited
regulation by the FCA in the United Kingdom. HSBC is authorised by the Prudential Regulation
Authority (the “PRA”) in the United Kingdom and regulated in the United Kingdom by the PRA
and FCA. Panmure Gordon is authorised and regulated in the United Kingdom by the FCA.
Peel Hunt is authorised and regulated in the United Kingdom by the FCA. PSG Capital is
authorised and regulated by the Johannesburg Stock Exchange. Each Bank and PSG Capital
is acting exclusively for the Company and no one else in connection with the Placing, the
contents of this Announcement and other matters described in this Announcement. No Bank
or PSG Capital will regard any other person as its client in relation to the Placing, the content
of this Announcement and other matters described in this Announcement and will not be
responsible to anyone (including any Placees) other than the Company for providing the
protections afforded to their respective clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any other matters referred to in
this Announcement.
Lazard & Co., Limited (“Lazard”), which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively as financial adviser to Värde and no one else in connection with
the Acquisition and will not be responsible to anyone other than Värde for providing the
protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition
or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of
Lazard in connection with this announcement, any statement contained herein or otherwise.
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 Bank or PSG Capital or by any of its
affiliates or any person acting on their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor’s
investment decision with respect to the Placing. Any indication in this Announcement of the
price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. 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 of the price at which the Ordinary 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 or profit 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 for the current
or future financial periods 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 Offer Shares will be made pursuant to an exemption under the Prospectus
Regulation or the UK 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 does not apply.
The Offer Shares to be issued or sold pursuant to the Capital Raise will not be admitted to
trading on any stock exchange other than the London Stock Exchange and the JSE.
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.
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.
UK Product Governance Requirements
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
have been subject to a product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as defined in the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (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 the requirements
of any contractual, legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
This Appendix gives details of the terms and conditions of, and the mechanics of participation
in, the Placing.
For the avoidance of doubt, these terms and conditions do not apply to the South Africa
Placing which shall take place in accordance with and subject to the terms and conditions set
out and contained within the PSG Irrevocable Undertaking.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS
SET OUT HEREIN (THE “ANNOUNCEMENT”) ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM 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 A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE “EEA”), PERSONS WHO ARE QUALIFIED INVESTORS (“QUALIFIED
INVESTORS”) WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE “EU PROSPECTUS REGULATION”); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (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 (C) PERSONS TO WHOM THEY MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (B) TOGETHER
BEING REFERRED TO AS “RELEVANT PERSONS”).
INSOFAR AS THIS ANNOUNCEMENT RELATES TO INVESTORS IN SOUTH AFRICA, IT
IS DIRECTED ONLY AT PERSONS IN SOUTH AFRICA WHO (I) FALL WITHIN THE
CATEGORIES OF PERSONS SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN
COMPANIES ACT, 2008 OR (II) SUBSCRIBE FOR PLACING SHARES FOR A MINIMUM
ACQUISITION COST OF ZAR1 000 000 FOR A SINGLE ADDRESSEE ACTING AS
PRINCIPAL, AS ENVISAGED IN SECTION 96(1)(B) OF THE SOUTH AFRICAN
COMPANIES ACT, 2008 (SUCH PERSONS BEING REFERRED TO AS “SOUTH AFRICAN
ELIGIBLE INVESTORS”) AND, AS SUCH, IS NOT AN “OFFER TO THE PUBLIC” AS
CONTEMPLATED IN THE SOUTH AFRICAN COMPANIES ACT, 2008. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT SOUTH AFRICAN ELIGIBLE INVESTORS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE PLACING RELATES IS AVAILABLE
ONLY TO AND WILL BE ENGAGED IN ONLY WITH SOUTH AFRICAN ELIGIBLE
INVESTORS.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY
MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN
THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY
MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM
AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
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 UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY
WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN
THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRCITED
JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.
This Announcement is for information only and does not itself constitute or form part of an
offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to
herein in any jurisdiction including, without limitation, the United States or any other Restricted
Territory (as defined below) or any jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in Australia, New Zealand, Canada, Japan or the
United States or any jurisdiction in which such release, publication or distribution is unlawful
(each a “Restricted Territory”). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or by Joh. Berenberg, Gossler & Co. KG, London Branch
(“Berenberg”), HSBC Bank plc (“HSBC”), Panmure Gordon (UK) Limited (“Panmure
Gordon”), Peel Hunt LLP (“Peel Hunt” and, together with Berenberg, HSBC and Panmure
Gordon, the “Banks”) or PSG Capital Proprietary Limited (“PSG Capital”) or any of their
respective Affiliates or any of its or their respective agents, directors, officers or employees
(collectively “Representatives”) which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to
do so. 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 such action. Persons into whose possession this Announcement
comes are required by the Company, the Banks and PSG Capital to inform themselves about,
and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the EU
Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons in the
United Kingdom 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 has not been approved and will not be approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission or any other
regulatory authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.
Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be
offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or organised in or under the laws
of a Restricted Territory.
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 Bank, PSG Capital or any of their
respective Affiliates or Representatives 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 party or its advisers, and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else in connection with the
Placing and are not, and will not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this Announcement.
PSG Capital is acting exclusively for the Company and no-one else in connection with the
South Africa Placing and is not, and will not be, responsible to anyone other than the Company
for providing the protections afforded to their clients nor for providing advice in relation to the
South Africa Placing and/or any other matter referred to in this Announcement.
None of the Company, the Banks or PSG Capital or any of their respective Affiliates or
Representatives makes any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this Announcement under the laws
applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and any person
acting on such person’s behalf) by making an oral or written offer to subscribe for Placing
Shares, including any individuals, funds or others on whose behalf a commitment to subscribe
for Placing Shares is given (the “Placees”) will be deemed (i) to have read and understood
this Announcement in its entirety; (ii) to be participating, making such offer on the terms and
conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the representations, warranties,
indemnities, agreements, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges
that:
1. if it is in any member state of the EEA it is a Qualified Investor and if it is in the United
Kingdom it is a Relevant Person, and undertakes that it will subscribe for, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is subscribing for Placing Shares for its own account or is subscribing for Placing
Shares for an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this Announcement;
3. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than to Qualified Investors, or persons in
the United Kingdom other than to Relevant Persons, or in circumstances in which the
prior consent of the Banks has been given to each proposed offer or resale; or (ii)
where Placing Shares have been subscribed for by it on behalf persons in a member
state of the EEA other than Qualified Investors, or in the United Kingdom other than
Relevant Persons, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having
been made to such persons;
4. it understands that the Placing Shares have not been and will not be registered under
the Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from the
registration requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it is acquiring the Placing
Shares are either (a)(i) outside the United States and will be outside the United States
at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares
in an “offshore transaction” within the meaning of Regulation S; or (b) a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act who has delivered
to the Company and the Banks a US investor letter substantially in the form provided
to it;
6. if it is a Placee resident in Australia, it:
6.1 is either (i) a “sophisticated investor” within the meaning of Section 708(8) of the
Corporations Act 2001 of the Commonwealth of Australia (the “Australian
Corporations Act”) or a “professional investor” within the meaning of Section 9 and
Section 708(11) of the Australian Corporations Act; or (ii) a “wholesale client” for the
purposes of Section 761G(7) of the Australian Corporations Act (and related
regulations), who has complied with all relevant requirements in this respect;
6.2 understands, and each account it represents has been advised that: (i) no offer of
securities may be made in Australia except to a person who is a sophisticated investor
or a professional investor who is also a wholesale client (each as defined in the
Australian Corporations Act); and (ii) this Announcement including the Appendices
issued by the Company in connection with the Placing or any regulatory announcement
that may be issued by the Company:
(A) does not constitute an offer of securities for sale in Australia and does not
constitute a Disclosure Document under Part 6D.2 of the Australian
Corporations Act;
(B) does not and is not required to contain all the information which would be
required under the Australian Corporations Act to be included in a Disclosure
Document as defined under the Australian Corporations Act;
(C) has not been lodged with the Australian Securities and Investments
Commission;
(D) does not constitute financial product advice in relation to the Placing and
nothing in the documentation should be taken to constitute a recommendation
or statement of opinion that it intended to influence you in making a decision to
participate in the offer; and
(E) does not constitute a Product Disclosure Statement as defined under the
Australian Corporations Act (nor has a Product Disclosure Statement been or
will be issued in relation to this offer) and no cooling-off regime applies to the
financial products offered pursuant to this Announcement or any accompanying
documentation;
6.3 acknowledges and agrees that any securities acquired pursuant to this Announcement
are not, within 12 months of acquisition of the securities, able to be offered, transferred,
assigned or otherwise alienated to investors in Australia except in circumstances
where disclosure is not required under Part 6D.2 of the Australian Corporations Act or
unless a compliant disclosure document is prepared and lodged with the Australian
Securities and Investments Commission, ASX Limited ABN 98 008 624 691 or any
successor entity thereto; and
7. the Company and the Banks will rely upon the truth and accuracy of and compliance
with the foregoing representations, warranties, undertakings, acknowledgements and
agreements. Each Placee hereby agrees with the Banks and the Company to be bound
by these terms and conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become so bound if any Bank
confirms to such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will today commence a Bookbuild to determine
demand for participation in the Placing by Placees. No commissions will be paid to Placees or
by Placees in respect of any Placing Shares. The book will open with immediate effect.
Members of the public are not entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the Placing (but, for the
avoidance of doubt, not the South Africa Placing which shall take place in accordance with
and subject to the terms and conditions set out and contained within the PSG Irrevocable
Undertaking).
The Banks and the Company shall be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global coordinators and joint bookrunners in connection with the
Placing and PSG Capital is acting as the Company’s placing agent and sole bookrunner in
respect of the South Africa Placing. The Banks and PSG Capital are not acting for the
Company with respect to the Retail Offer.
The Banks have today entered into an agreement with the Company (the “Placing
Agreement”) under which, subject to the conditions set out therein, each Bank has agreed,
each as agent for and on behalf of the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares at a price to be determined following completion of the
Bookbuild and as set out in the Placing Agreement. The price per Ordinary Share at which the
Placing Shares (and SA Placed Shares and Retail Offer Shares) are to be placed (the “Offer
Price”) and the final number of Placing Shares will be determined at the close of the Bookbuild
by the Company, the Banks and PSG Capital, following which the Company and the Banks
will execute placing terms recording the final details of the Placing (the “Placing Terms”). The
timing of the closing of the book, pricing and allocations are at the discretion of the Company
and the Banks. Details of the Offer Price and the number of Placing Shares and Retail Offer
Shares will be announced as soon as practicable after the close of the Bookbuild.
Subject to the execution of the Placing Terms, each Bank has severally (and not jointly nor
jointly and severally) agreed with the Company, in the event of any default by any Placee in
paying the Offer Price in respect of any Placing Shares allotted to it, to take up such Placing
Shares itself at the Offer Price in the agreed proportions as set out in the Placing Agreement.
The total number of shares to be issued pursuant to the Placing, the South Africa Placing and
the Retail Offer shall not exceed 105,281,686 Ordinary Shares, representing approximately
10 per cent. Of the Company’s existing issued Ordinary Share capital.
The Offer Shares will, when issued, be subject to the Company’s corporate documents, be
credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the Closing Date. The Offer Shares will be issued free of
any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Application will be made to the FCA for admission of the Offer Shares to listing on the premium
listing segment of the Official List of the FCA (the “Official List”) and to London Stock
Exchange plc (the “London Stock Exchange”) for admission of the Offer Shares to trading
on its main market for listed securities (together, “UK Admission”). It is expected that UK
Admission will become effective at 8.00 a.m. on 12 November 2021 or such later time and
date (being not later than 8.00 a.m. on 19 November 2021) as the Banks and the Company
may agree. In addition, application will be made to the Johannesburg Stock Exchange (the
“JSE”) for admission of the Offer Shares to listing and trading on the main board of the JSE
(“JSE Admission”)
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not jointly, nor jointly and severally,
as agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and
are, invited to participate by the Banks. Each Bank and its Affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The Bookbuild, if successful, will establish the Offer Price payable to the Banks by all
Placees whose bids are successful. The Offer Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the Company
following completion of the Bookbuild and any discount to the market price of the
Ordinary Shares will be determined in accordance with the Listing Rules and the terms
of Resolutions 17 and 18 passed at the Company’s annual general meeting held on
30 July 2021. The Offer Price and the number of Placing Shares will be announced on
a Regulatory Information Service following completion of the Bookbuild (the “Placing
Results Announcement”).
4. To bid in the Bookbuild, prospective Placees should communicate their bid by
telephone or in writing to their usual sales contact at one of the Banks. Each bid should
state the number of Placing Shares which the prospective Placee wishes to subscribe
for either at the Offer Price which is ultimately established by the Company and the
Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by
the Banks on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuild 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 the consent of the Banks, will not be capable of variation or revocation after
the time at which it is submitted. Each Placee’s obligations will be owed to the
Company and the Banks. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Banks, to pay to the Banks (or as the
Banks may direct) as agents for the Company in cleared funds an amount equal to the
product of the Offer Price and the number of Placing Shares that such Placee has
agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close as soon as practicably possible on 8 November
2021. The Banks may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
7. Each Placee’s allocation will be determined by the Company in consultation with the
Banks and will be confirmed to Placees orally by the relevant Bank following the close
of the Bookbuild, and a trade confirmation will be dispatched as soon as possible
thereafter. The relevant Banks’s oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that point
become a Placee) in favour of such Bank and the Company, under which such Placee
agrees to subscribe for the number of Placing Shares allocated to it and to pay the
relevant Offer Price for each such Placing Share on the terms and conditions set out
in this Appendix and in accordance with the Company’s corporate documents.
8. The Banks will, in effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation and pricing of the Placing Shares. Subject to
paragraphs 4 and 5 above, the Banks may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may determine. The Banks
may also, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent
of the Company, (i) allocate Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time. The acceptance
of offers shall be at the absolute discretion of the Banks. The Company reserves the
right (upon agreement with the Banks) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the United States shall be
conditional on the execution by each Placee of a US Investor Letter substantially in the
form provided to it.
10. Except as required by law or regulation, no press release or other announcement will
be made by any Bank 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.
11. Irrespective of the time at which a Placee’s allocation(s) pursuant to the Placing is/are
confirmed, settlement for all Placing Shares to be subscribed for pursuant to the
Placing will be required to be made at the same time, on the basis explained below
under “Registration and Settlement”.
12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under “Conditions of the Placing”
and to the Placing not being terminated on the basis referred to below under
“Termination of the Placing Agreement”.
13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in
respect of the Placing will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee after confirmation (oral or
otherwise) by any Bank.
14. To the fullest extent permissible by law, none of the Company, the Banks, nor any of
their respective Affiliates nor any of their respective Representatives shall have any
responsibility or liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, none of the Company, the Banks nor any of
their respective Affiliates nor any of their respective Representatives shall have any
responsibility or liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Banks’ conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Banks and their respective Affiliates 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 the Banks under the
Placing Agreement are conditional on certain conditions, including, amongst other things:
1. the Placing Terms having been executed and delivered by the Company and the Banks
by no later than 4.00 p.m. (London time) on the date of this Announcement (or such
later time and date as the Company and the Banks may agree in writing);
2. (i) the mandate letter between the Company and PSG Capital in relation to the South
Africa Placing remaining in full force and effect, not having lapsed or been terminated
or amended in accordance with its terms prior to UK Admission; (ii) no condition to
which the mandate letter is subject having become incapable of satisfaction and not
having been waived prior to UK Admission; and (iii) no event having arisen prior to UK
Admission which gives a party thereto a right to terminate the mandate letter, save in
each in case in circumstances where the Company and the Banks agree in the Placing
Terms that no SA Placed Shares will be issued pursuant to the South Africa Placing;
3. the publication by the Company of the Placing Results Announcement to a Regulatory
Information Service as soon as possible following the execution of the Placing Terms;
4. the Company not being in breach of any of its obligations and undertakings under the
Placing Agreement which fall to be performed or satisfied prior to UK Admission (to the
extent such obligations and undertakings are not waived in writing by each of the
Banks);
5. the representation and warranties contained or referred to in the Placing Agreement
being true, accurate and not misleading on and as at each of the dates that they are
given, in each case, as though they had been given and made on the relevant date by
reference to the facts and circumstances from time to time subsisting;
6. no matter having arisen in respect of which indemnification or contribution may be
sought from the Company by any Bank or other indemnified person;
7. in the opinion of the Banks (acting jointly and in good faith), there not having been any
Material Adverse Change (whether or not foreseeable at the date of the Placing
Agreement);
8. certain customary documents having been delivered;
9. the Company issuing, subject only to UK Admission and JSE Admission, the Placing
Shares, the PSG Placing Shares and the Retail Offer Shares;
10. (i) each document relating to the Retail Offer remaining in full force and effect, not
having lapsed or been terminated or amended in accordance with its terms prior to UK
Admission; (ii) no condition to which any such document is subject having become
incapable of satisfaction and not having been waived prior to UK Admission; and (iii)
no event having arisen prior to UK Admission which gives a party thereto a right to
terminate any such document, save in each in case in circumstances where the
Company and the Banks agree in the Placing Terms that no Retail Offer Shares will
be issued;
11. (i) the Acquisition Agreement remaining in full force and effect, not having lapsed or
been terminated or amended in accordance with its terms prior to UK Admission; (ii)
no condition to which the Acquisition Agreement is subject having become incapable
of satisfaction and not having been waived prior to UK Admission; and (iii) no event
having arisen prior to UK Admission which gives a party thereto a right to terminate the
Acquisition Agreement;
12. JSE Admission taking place by no later than 9.00 a.m. (Johannesburg time) on the
Closing Date (or such later time and/or date as the Company and the Banks may agree
in writing, not being later than 19 November 2021); and
13. UK Admission taking place by no later than 8.00 a.m. on the Closing Date (or such
later time and/or date as the Company and the Banks may agree in writing, not being
later than 19 November 2021),
(all conditions to the obligations of the Banks included in the Placing Agreement being
together, the “Conditions”).
If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the
Banks in accordance with the Placing Agreement; or (ii) the Placing Agreement is terminated
in the circumstances specified below, the Placing will lapse and the Placees’ rights and
obligations hereunder in relation to the Placing Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placing is acting) in respect thereof.
The Banks (acting jointly) may, at their discretion and upon such terms and conditions as they
think fit, waive satisfaction of the Conditions (or any part of them) or extend the time provided
for satisfaction of the Conditions save that Conditions 1, 9 and 13, amongst others may not
be waived. Any such waiver or extension will not affect Placees’ commitments as set out in
this Announcement.
None of the Company, the Banks nor any of their respective Affiliates or their respective
Representatives shall have any liability or responsibility to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision it or another
person may make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition nor for any decision it may make as to the satisfaction of any
Condition or in respect of the Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of the Banks. Placees will have
no rights against the Banks, the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder
terminate only in the circumstances described above and under “Termination of the Placing
Agreement” below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Each Bank, in their absolute discretion may terminate the Placing Agreement in accordance
with its terms in certain circumstances, including, amongst others:
1. any statement in any document or announcement issued or published by or on behalf
of the Company in connection with the Placing, the South Africa Placing or the Retail
Offer is or has become untrue, inaccurate or misleading in any respect, or any matter
has arisen which would, if such document had been issued at that time, constitute an
inaccuracy or omission from any such document or announcement;
2. there has been a breach by the Company of any of its obligations under the Placing
Agreement save to an extent that is not, in the opinion of any Bank (acting in good
faith), material;
3. there has been a breach by the Company of any of the representations or warranties
contained or referred to in the Placing Agreement or any of the representations or
warranties is not or has ceased to be, true, accurate and not misleading;
4. there has been a breach of any provision of any document relating to the Retail Offer
or a waiver of any condition thereto, in each case, by the Company;
5. in the opinion of any Bank (acting in good faith) there has been a Material Adverse
Change (whether or not foreseeable at the date of the Placing Agreement);
6. there has occurred, or in the opinion of any Bank (acting in good faith) it is reasonably
likely that there will occur:
6.1 any material adverse change in the financial markets in the United Kingdom, South
Africa, any member state of the EEA, the United States or the international financial
markets, any outbreak or escalation of hostilities or war, act of terrorism, declaration of
emergency or martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or international political,
financial, economic, monetary or market conditions or currency exchange rates or
controls;
6.2 a suspension of, or occurrence of material limitations to, trading in any securities of the
Company by the London Stock Exchange, the JSE or any other exchange or over-the-
counter market, or of trading generally on the London Stock Exchange, the JSE, the
New York Stock Exchange, the NASDAQ National Market or any over-the-counter
market, or minimum or maximum prices for trading having been fixed, or maximum
ranges for prices of securities having been required, by any of such exchanges or by
such system or by order of the FCA, the London Stock Exchange, the JSE, the SEC,
the Financial Industry Regulatory Authority, Inc. or any other Agency, or a material
disruption in commercial banking or securities settlement or clearance services in the
United Kingdom, any member state of the EEA or the United States;
6.3 a declaration of a banking moratorium by the United Kingdom, Guernsey, South Africa,
any member state of the EEA, the United States or New York authorities; or
6.4 any actual or prospective adverse change or development in United Kingdom,
Guernsey, Germany, South Africa or United States materially affecting any Group
Company, the Offer Shares or the transfer thereof,
in each case, where the effect is such that (either singly or together with any other
event referred to in this paragraph 6, in the opinion of such Bank (acting in good faith),
it is inadvisable or impracticable to market the Offer Shares or to enforce contracts for
the sale of the Offer Shares; or
7. either application for UK Admission is withdrawn or refused by the FCA or the London
Stock Exchange or the application for JSE Admission is withdrawn or refused by the
JSE or, in each case, in the opinion of any Bank (acting in good faith), and after
consultation where practicable with the Company, will not be granted.
If not all Banks give notice to terminate the Placing Agreement in circumstances where they
are able, the Bank(s) who do not give such notice may allow the Placing and UK Admission
to proceed and will assume the obligations which remain to be performed under the Placing
Agreement by the Bank(s) who has given notice to terminate.
If the Placing Agreement is terminated by all Banks in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this Announcement
shall cease and terminate at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the Company and the Banks that the
exercise or non-exercise by the Banks of any right of termination or other right or other
discretion under the Placing Agreement shall be within the absolute discretion of the Banks or
for agreement between the Company and the Banks (as the case may be) and that neither
the Company nor the Banks need make any reference to, or consult with, Placees and that
none of the Company, the Banks nor any of their respective Affiliates or respective
Representatives shall have any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document has been
or will be prepared or submitted to be approved by the FCA or the CIPC (or any other authority)
in relation to the Placing, the South Africa Placing, UK Admission or JSE Admission and no
such prospectus is required (in accordance with the UK Prospectus Regulation) to be
published in the United Kingdom or any equivalent jurisdiction.
Placees’ commitments will be made solely on the basis of publicly available information taken
together with the information contained in this Announcement, the Placing Results
Announcement and any Exchange Information (as defined below) previously published by or
on behalf of the Company simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the electronic contract note and/or electronic trade
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting its allocation in the Placing, agrees that the content of this
Announcement and the publicly available information previously and simultaneously released
by or on behalf of the Company is exclusively the responsibility of the Company and has not
been independently verified by the Banks. Each Placee, by accepting its allocation in the
Placing, further confirms to the Company and the Banks that it has neither received nor relied
on any other information, representation, warranty or statement made by or on behalf of the
Company (other than publicly available information) or any Banks or its Affiliates or any other
person and none of the Banks, the Company nor any of their respective Affiliates nor any other
person will be liable for any Placee’s decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees 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 and agrees that it has relied on its own investigation of the business,
financial or other position of the Company. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Banks that, between the date of the Placing Agreement
and the date which is 120 calendar days after the Closing Date, it will not, without the prior
written consent of the Banks, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed between the Banks and the
Company.
By participating in the Placing, Placees agree that the exercise by the Banks of any power to
grant consent to waive the aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks and that they need not make any reference to, or consult
with, Placees and that they shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GG00B1W3VF54) following UK
Admission will take place within the CREST system, subject to certain exceptions. The
Company and the Banks reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary, including in certificated
form, 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 agrees that it will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated settlement instructions that
it has in place with the relevant Bank or otherwise as such Bank may direct.
The Company will deliver the Placing Shares to a CREST account operated by the Settlement
Bank as agent for and on behalf of the Company and the Settlement Bank will enter its delivery
(DEL) instruction into the CREST system. The Settlement Bank will hold any Placing Shares
delivered to this account as nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant Placing Shares to
that Placee against payment.
It is expected that settlement will be on 12 November 2021 on a T+4 basis and on a delivery
versus payment basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due date in
accordance with the arrangements set out above, in respect of either CREST or certificated
deliveries, at the rate of two percentage points above LIBOR as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks may sell any
or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from
the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty,
stamp duty reserve tax or other stamp, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any interest, fines or penalties)
which may arise upon the sale of such Placing Shares on such Placee’s behalf. By
communicating a bid for Placing Shares, each Placee confers on the Banks all such authorities
and powers necessary to carry out any such transaction and agrees to ratify and confirm all
actions which the Banks lawfully takes on such Placee’s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should
ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is
copied and delivered immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in a Placee’s name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing
Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing Shares),
neither the Banks nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf)
irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be) with each Bank (in its capacity as joint global coordinator and joint bookrunner
and as placing agent of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including this Appendix, in its entirety
and that its participation in the Bookbuild and the Placing and its subscription for
Placing Shares is subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on, any information given
or any representations, warranties or statements made at any time by any person in
connection with UK Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission document has
been or will be prepared in connection with the Placing or is required under the EU
Prospectus Regulation or the UK Prospectus Regulation and it has not received and
will not receive a prospectus, offering memorandum, admission document or other
offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms
of the Placing based on this Announcement (including this Appendix) and any
information publicly announced to a Regulatory Information Service by or on behalf of
the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are
admitted to the premium listing segment of the Official List of the FCA and to trading
on the London Stock Exchange’s main market for listed securities and that the
Company is therefore required to publish certain business and financial information in
accordance with the UK Market Abuse Regulation and rules and regulations of the
London Stock Exchange (collectively and together with the information referred to in
(i) above, the “Exchange Information”) which includes a description of the Company’s
business and the Company’s most recent balance sheet and profit and loss account,
and similar statements for preceding financial years, and that it has reviewed such
Exchange Information and that it is able to obtain or access such information, or
comparable information concerning any other publicly traded company, in each case
without undue difficulty; and (iii) it has had access to such financial and other
information concerning the Company, the Placing and the Placing Shares as it has
deemed necessary in connection with its own investment decision to subscribe for any
of the Placing Shares and has satisfied itself that the information is still current and has
relied on that investigation for the purposes of its decision to participate in the Placing;
4. no Bank nor the Company nor any of their respective Affiliates or their respective
Representatives nor any person acting on behalf of any of them has provided, and
none of them will provide, it with any material or information regarding the Placing
Shares, the Bookbuild, the Placing or the Company or any other person other than this
Announcement, nor has it requested any Bank, the Company, any of their respective
Affiliates or Representatives or any person acting on behalf of any of them to provide
it with any such material or information;
5. unless otherwise specifically agreed with the Banks, it and/or the person on behalf it is
participating is not, and at the time the Placing Shares are subscribed for, neither it nor
the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory
or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
6. the Placing Shares have not been and will not be registered or otherwise qualified, for
offer and sale nor will an offering document, prospectus, offering memorandum or
admission document be cleared or approved in respect of any of the Placing Shares
under the securities legislation of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
7. the content of this Announcement has been prepared by and is exclusively the
responsibility of the Company and that no Bank nor any of its Affiliates or its or their
Representatives nor any person acting on behalf of any of them has or shall have any
responsibility or liability for any information, representation or statement contained in
this Announcement or any information previously or simultaneously published by or on
behalf of the Company, including, without limitation, any Exchange Information, and
will not be liable for any Placee’s decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously or simultaneously published by or on behalf of the Company or
otherwise;
8. the only information on which it is entitled to rely and on which such Placee has relied
in committing itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information, it received and reviewed all information
that it believes is necessary or appropriate to make an investment decision in respect
of the Placing Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or statements made by
any Bank or the Company or any of their respective Affiliates or their respective
Representatives or any person acting on behalf of any of them and no Bank nor the
Company nor any of their respective Affiliates or Representatives will be liable for any
Placee’s decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
9. it has relied on its own investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to participate in the Placing and
no Bank nor any of its Affiliates or its or their Representatives nor any person acting
on behalf of any of them have made any representations to it, express or implied, with
respect to the Company, the Bookbuild, the Placing and the Placing Shares or the
truth, accuracy, completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and (ii) it will not hold any Bank
or any of its Affiliates or its or their Representatives or any person acting on behalf of
any of them responsible or liable for any misstatements in or omission from any
Exchange Information. Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent misrepresentation made by that
person;
10. it has not relied on any information relating to the Company contained in any research
reports prepared by any Bank, any of its Affiliates or any person acting on its or their
behalf and understands that (i) no Bank nor any of its Affiliates nor any person acting
on its or their behalf has or shall have any responsibility or liability for (x) public
information or any representation; or (y) any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the date of
this Announcement or otherwise; and (ii) no Bank nor any of its Affiliates nor any
person acting on its or their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or otherwise;
11. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for
registration as holder of Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance
services); (ii) it is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability; and (iii) the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer Placing Shares
into a clearance service;
12. that no action has been or will be taken by the Company, any Bank or any person
acting on behalf of the Company or any Bank that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any country or jurisdiction
where any such action for that purpose is required;
13. (i) it (and any person acting on its behalf) is entitled to subscribe for, the Placing Shares
under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay
any issue, transfer or other taxes due in connection with its participation in any territory;
(iii) it has fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities; (iv) it has not taken any action
or omitted to take any action which will or may result in any Bank, the Company or any
of their respective Affiliates or Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing; and (v) the
subscription for the Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
14. it (and any person acting on its behalf) has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement) and will
honour such obligations;
15. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market
Abuse Regulation, any delegating acts, implementing acts, technical standards and
guidelines, and in connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the “Regulations”) and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, the relevant Bank has not
received such satisfactory evidence, such Bank may, in its absolute discretion,
terminate the Placee’s Placing participation in which event all funds delivered by the
Placee to such Bank will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or, if it is acting for any other
person: (i) it is duly authorised to do so and has full power to make, and does make,
the acknowledgments, undertakings, representations and agreements and give the
indemnities herein on behalf of each such person; and (ii) it is and will remain liable to
each Bank and the Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
17. it undertakes that it will (as principal or agent) subscribe for, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the purposes of
its business only;
18. it understands that any investment or investment activity to which this Announcement
relates is available only to Qualified Investors in a member state of the EEA, Relevant
Persons in the United Kingdom and South African Eligible Investors in South Africa
and will be engaged in only with Qualified Investors in a member state of the EEA,
Relevant Persons in the United Kingdom and South African Eligible Investors in South
Africa, and further understands that this Announcement must not be acted on or relied
on by persons who are not Qualified Investors in a member state of the EEA, Relevant
Persons in the United Kingdom and South African Eligible Investors in South Africa;
19. if in a member state of the EEA, it is a Qualified Investor;
20. if in the United Kingdom, it is a Relevant Person;
21. in the case of any Placing Shares subscribed for by it as a financial intermediary, as
that term is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the
UK Prospectus Regulation, (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale, to persons in a member state of the
EEA other than Qualified Investors, or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of the Banks have
been given to each such proposed offer or resale; or (ii) where the Placing Shares
have been subscribed for by it on behalf of persons in any member state of the EEA
other than Qualified Investors, or in the United Kingdom other than Relevant Persons,
the offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as having been made to
such persons;
22. if it is a Placee resident in Australia, it:
22.1 is either (i) a “sophisticated investor” within the meaning of Section 708(8) of the
Australian Corporations Act or a “professional investor” within the meaning of Section
9 and Section 708(11) of the Australian Corporations Act; or (ii) a “wholesale client” for
the purposes of Section 761G(7) of the Australian Corporations Act (and related
regulations), who has complied with all relevant requirements in this respect;
22.2 understands, and each account it represents has been advised that: (i) no offer of
securities may be made in Australia except to a person who is a sophisticated investor
or a professional investor who is also a wholesale client (each as defined in the
Australian Corporations Act); and (ii) this Announcement including the Appendices
issued by the Company in connection with the Placing or any regulatory announcement
that may be issued by the Company:
(A) does not constitute an offer of securities for sale in Australia and does not
constitute a Disclosure Document under Part 6D.2 of the Australian
Corporations Act;
(B) does not and is not required to contain all the information which would be
required under the Australian Corporations Act to be included in a Disclosure
Document as defined under the Australian Corporations Act;
(C) has not been lodged with the Australian Securities and Investments
Commission;
(D) does not constitute financial product advice in relation to the Placing and
nothing in the documentation should be taken to constitute a recommendation
or statement of opinion that it intended to influence you in making a decision to
participate in the offer; and
(E) does not constitute a Product Disclosure Statement as defined under the
Australian Corporations Act (nor has a Product Disclosure Statement been or
will be issued in relation to this offer) and no cooling-off regime applies to the
financial products offered pursuant to this Announcement or any accompanying
documentation;
22.3 acknowledges and agrees that any securities acquired pursuant to this Announcement
are not, within 12 months of acquisition of the securities, able to be offered, transferred,
assigned or otherwise alienated to investors in Australia except in circumstances
where disclosure is not required under Part 6D.2 of the Australian Corporations Act or
unless a compliant disclosure document is prepared and lodged with the Australian
Securities and Investments Commission, ASX Limited ABN 98 008 624 691 or any
successor entity thereto;
23. it understands, and each account it represents has been advised and acknowledges
that, (i) the Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other jurisdiction of the
United States; and (ii) no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other jurisdiction’s
securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
24. It is and, at the time the Placing Shares are acquired, will be:
24.1 located outside the United and (i) is subscribing for Placing Shares are purchasing the
Placing Shares in an “offshore transaction” as defined in, and in accordance with,
Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares
pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by
means of any “directed selling efforts” as defined in Regulation S;
24.2 located within the United States and (i) is a QIB that is acquiring the Placing Shares in
a transaction that is exempt from the registration requirements under the Securities Act
for its own account (or for the account of a QIB as to which it has sole investment
discretion); (ii) is not an ERISA Entity; (iii) has delivered an US Investor Letter
substantially in a form provided to it;
24.3 acquiring the Placing Shares for investment purposes and is not acquiring the Placing
Shares with a view to, or for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act) that would be in violation of the securities
laws of the United States or any state thereof;
25. it will not distribute, forward, transfer or otherwise transmit this Announcement or any
part of it, or any other presentation or other materials concerning the Placing (including
electronic copies thereof), in or into any Restricted Territory to any person and it has
not distributed, forwarded, transferred or otherwise transmitted any such materials to
any person;
26. where it is subscribing for the Placing Shares for one or more managed accounts, it is
authorised in writing by each managed account to subscribe for the Placing Shares for
each managed account and it has full power to make, and does make, the
acknowledgements, representations and agreements herein on behalf of each such
account;
27. if it is a pension fund or investment company, its subscription for Placing Shares is in
full compliance with applicable laws and regulations;
28. it has not offered or sold and, prior to the expiry of a period of six months from UK
Admission, will not offer or sell any Placing Shares to persons in the United Kingdom,
except to persons whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of its business or
otherwise in circumstances which have not resulted and which will not result in an offer
to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
29. any offer of Placing Shares may only be directed at persons in member states of the
EEA who are Qualified Investors and that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA prior to UK Admission except to
Qualified Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
30. 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 the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
31. it has complied and will comply with all applicable laws (including, in the United
Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012)
with respect to anything done by it in relation to the Placing Shares;
32. if it has received any “inside information” as defined in the UK Market Abuse Regulation
about the Company in advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in the securities of
the Company; or (iii) disclosed such information to any person except as permitted by
the UK Market Abuse Regulation, prior to the information being made publicly
available;
33. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing
Shares it has agreed to subscribe for and it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be placed with other
persons or sold as any Bank may in its discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest, fines 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;
34. its allocation (if any) of Placing Shares will represent a maximum number of Placing
Shares to which it will be entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
35. no Bank nor any of its Affiliates or its or their Representatives nor any person acting
on behalf of any of them, is making any recommendations to it or advising it regarding
the suitability or merits of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is not and will not be a
client of any Bank and no Bank has any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any of any
Bank’s rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
36. the exercise by any (or all) of the Banks of any right or discretion under the Placing
Agreement shall be within the absolute discretion of the Banks and the relevant Bank
or the Banks (acting jointly) (as the case may be) need not have any reference to any
Placee and shall have no liability to any Placee whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees that it
has no rights against the Banks, the Company or any of their respective Affiliates under
the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise;
37. the person whom it specifies for registration as holder of the Placing Shares will be (i)
itself; or (ii) its nominee, as the case may be. No Bank, the Company nor any of their
respective Affiliates will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any interest, fines or
penalties) resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, each Bank
and their respective Affiliates and Representatives in respect of the same on an after-
tax basis on the basis that the Placing Shares will be allotted to the CREST stock
account of the Settlement Bank who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement instructions;
38. these terms and conditions and any agreements entered into by it pursuant to these
terms and conditions (including any non-contractual obligations arising out of or in
connection with such agreements) shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of itself and on behalf of
any person on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by any
Bank or the Company in any jurisdiction in which the relevant Placee is incorporated
or in which any of its securities have a quotation on a recognised stock exchange;
39. each of the Banks, the Company and their respective Affiliates and others will rely upon
the truth and accuracy of the representations, warranties, agreements, undertakings
and acknowledgements set forth herein and which are given to each Bank on its own
behalf and on behalf of the Company and are irrevocable and it irrevocably authorises
each Bank and the Company 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
herein;
40. it will indemnify on an after-tax-basis and hold the Company, each Bank and their
respective Affiliates and Representatives and any person acting on behalf of any of
them harmless from any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in connection with any breach
by it of the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the provisions of this Appendix
shall survive after completion of the Placing;
41. it irrevocably appoints any director or authorised signatory of the Banks 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;
42. its commitment to acquire Placing Shares on the terms set out herein and in any
contract note will continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the Company’s or
the Banks’ conduct of the Placing;
43. in making any decision to subscribe for the Placing Shares: (i) it has sufficient
knowledge, sophistication and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of subscribing for
the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to
the Ordinary Shares and in the sector in which the Company operates and is aware
that it may be required to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the Placing and has no
need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied
solely on its own investigation, examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets in which the Group
operates, and the terms of the Placing, including the merits and risks involved, and not
upon any view expressed or information provided by or on behalf of any Bank; (iv) it
has had sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own investigation
to the extent it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing Shares; (v) it is aware
and understands that an investment in the Placing Share involves a considerable
degree of risk; and (vi) it will not look to the Company, any Bank or any of their
respective Affiliates or their respective Representatives or any person acting behalf of
any of them for all or part of any such loss or losses it or they may suffer;
44. neither the Company nor any Bank owes any fiduciary or other duties to it or any Placee
in respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement or these terms and conditions;
45. it may not rely on any investigation that any Bank or any person acting on its behalf
may or may not have conducted with respect to the Company and its Affiliates or the
Placing and none of such persons has made any representation or warranty to it,
express or implied, with respect to the suitability or merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the condition, financial or
otherwise, of the Company and its Affiliates, or as to any other matter relating thereto,
and nothing herein shall be construed as any investment or other recommendation to
it to acquire the Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, any Bank for the purposes of this Placing;
46. in connection with the Placing, any Bank and any of its Affiliates acting as an investor
for its own account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any securities of
the Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly, references in
this Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to any
Bank or any of its Affiliates acting in such capacity. In addition, any Bank or any of its
Affiliates may enter into financing arrangements and swaps with investors in
connection with which such Bank or any of its Affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the Placing Shares. No
Bank nor any of its Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to do
so; and
47. a communication that the Placing or the book is “covered” (i.e. indicated demand from
investors in the book equals or exceeds the amount of the securities being offered) is
not any indication or assurance that the book will remain covered or that the Placing
and securities will be fully distributed by the Banks. Each Bank reserves the right to
take up a portion of the securities in the Placing as a principal position at any stage at
its sole discretion, among other things, to take account of the Company’s objectives,
UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, agreements, undertakings, representations, warranties
and confirmations are given for the benefit of each of the Company and each Bank (for their
own benefit and, where relevant, the benefit of their respective Affiliates and any person acting
on their behalf) and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees
are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax
relates only to their allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Neither the Company nor
any Bank will be responsible for any UK stamp duty or UK stamp duty reserve tax (including
any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in
any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and
also assumes, and is based on a warranty from each Placee, 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. Neither the Company nor any Bank are
liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer, registration, capital, or
documentary duties or taxes) (“transfer taxes”) that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each 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 transfer taxes undertakes to pay such
transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Bank
and/or the Company and their respective Affiliates (as the case may be) harmless from any
such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each
Placee should, therefore, take its own advice as to whether any such transfer tax liability
arises.
In this Announcement, “after-tax basis” means in relation to any payment made to the
Company, any Bank or their respective Affiliates or their or their Representatives pursuant to
this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis
such that the amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the availability of any relief
unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity
is given on such amount (including on the increased amount)) there shall remain a sum equal
to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that
each Bank and/or any of its Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is
aware that each Bank is receiving a fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any Bank any money
held in an account with such Bank on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the rules and regulations
of the FCA made under the FSMA. 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 the relevant Bank’s money in accordance with the client money
rules and will be used by the relevant Bank in the course of its own business; and the Placee
will rank only as a general creditor of that Bank.
Time is of the essence as regards each Placee’s obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to any Bank.
The rights and remedies of each Bank and the Company under the terms and conditions set
out in this Appendix are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Bank: (a) if they are an
individual, their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
The price of shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The Banks shall
notify the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise
requires:
“Acquisition” means the proposed acquisition by the Company of the entire
issued share capital Helix Investments Limited (the holding
company of the BizSpace business) from BizSpace Group Limited,
an entity controlled by Värde
“Acquisition means the share purchase agreement dated the date of this
Agreement” Agreement between the Company and BizSpace Group Limited in
respect of the Acquisition;
“Affiliate” has the meaning given in Rule 501(b) of Regulation D under the
Securities Act or Rule 405 under the Securities Act, as applicable
and, in the case of the Company, includes its subsidiary
undertakings;
“Announcement” means this announcement (including its Appendices);
“Australian means the Corporations Act 2001 of the Commonwealth of
Corporations Act” Australia;
“Banks” means Berenberg, HSBC, Panmure Gordon and Peel Hunt;
“Berenberg” means Joh. Berenberg, Gossler & Co. KG, London Branch;
“Board” means the board of directors of the Company;
“Bookbuild” means the bookbuilding process to be commenced by the Banks
immediately following release of this Announcement to use
reasonable endeavours to procure Placees for the Placing Shares,
as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing
Agreement;
“Capital Raise” means together the Placing, the South Africa Placing and the Retail
Offer;
“Closing Date” means the day on which the transactions effected in connection
with the Placing will be settled;
“Code” the US Internal Revenue Code of 1986, as amended;
“Company” means Sirius Real Estate Limited;
“CREST” means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of
which Euroclear is the Operator (as defined in such Regulations) in
accordance with which securities may be held and transferred in
uncertificated form;
“ERISA” the US Employee Retirement Income Security Act of 1974, as
amended;
“ERISA Entity” any person that is: (i) an "employee benefit plan" as defined in
Section 3(3) of ERISA that is subject to Title 1 of ERISA; (ii) a "plan"
as defined in Section 4975 of the Code, including an individual
retirement account or other arrangement that is subject to Section
4975 of the Code; (iii) an entity which is deemed to hold the assets
of any of the foregoing types of plans, accounts or arrangements
that is subject to Title 1 of ERISA or Section 4975 of the Code; or
(iv) any governmental, church, non-US or other employee benefit
plan that is subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or Section
4975 of the Code whose purchase, holding, and disposition of the
Placing Shares could constitute or result in a non-exempt violation
of any such substantially similar law;
“Euroclear” means Euroclear UK & Ireland Limited, a company incorporated
under the laws of England and Wales;
“EU Prospectus means Regulation (EU) 2017/1129;
Regulation”
“EUWA” means the European Union (Withdrawal) Act 2018;
“FCA” means the UK Financial Conduct Authority;
“FSMA” means the Financial Services and Markets Act 2000 (as amended);
“Group” or “Sirius” means the Company and its subsidiary undertakings;
“HSBC” means HSBC Bank plc;
“JSE” means the main board of the Johannesburg Stock Exchange;
“JSE Admission” means the admission of the Placing Shares, the SA Placed Shares
and the Retail Offer Shares to trading on the JSE becoming
effective in accordance with the rules of the JSE;
“Lazard” means Lazard & Co., Limited
“Listing Rules” means the rules and regulations made by the FCA under the
FSMA;
“London Stock means London Stock Exchange plc;
Exchange”
“Material Adverse means a material adverse change or affecting, or any development
Change” reasonably likely to result in a material adverse change in or
affecting, the condition (financial, operational, legal, or otherwise)
or the earnings, management, results of operations, business
affairs, solvency, credit rating or prospects of (i) the Group (taken
as a whole) or (ii) the BizSpace Group (taken as a whole), whether
or not arising in the ordinary course of business at any time prior to
Admission;
“Offer Price” means the price per Ordinary Share at which the Offer Shares are
to be subscribed;
“Offer Shares” means together the Placing Shares, the PSG Placed Shares and
the Retail Offer Shares;
“Ordinary Share” means an ordinary share of no par value each in the capital of the
Company;
“Panmure Gordon” means Panmure Gordon (UK) Limited;
“Peel Hunt” means Peel Hunt LLP;
“Placee” means any person (including individuals, funds or otherwise) by
whom or on whose behalf a commitment to acquire Placing Shares
has been given;
“Placing” means the placing to take place by way of an accelerated bookbuild
for which the Banks have been appointed joint global coordinators
and joint bookrunners (on a several basis) (excluding, for the
avoidance of doubt, the South Africa Placing);
“Placing has the meaning given to it in Appendix 1 to this Announcement;
Agreement”
“Placing Results means the announcement published by the Company confirming
Announcement” the results of the Placing on a Regulatory Information Service
immediately following the execution of the Placing Terms;
“Placing Shares” means the new Ordinary Shares to be subscribed by the Placees
under the Placing;
“Placing Terms” has the meaning given to it in Appendix 1 to this Announcement;
“PRA” means the Prudential Regulation Authority;
“PSG Capital” or means PSG Capital Proprietary Limited;
“PSG”
“PSG Irrevocable means an irrevocable undertaking in the agreed form pursuant to
Undertaking” which SA Placees agree to subscribe for SA Placed Shares;
“qualified has the meaning given such term in Rule 144A of the Securities
institutional buyer” Act;
or “QIB”
“Regulation S” means Regulation S promulgated under the Securities Act;
“Regulatory means any of the services set out in Appendix 3 of the Listing
Information Rules;
Service”
“Representative” means in respect of any person, any of their respective Affiliates
or any of their respective agents, directors, officers or employees;
“Restricted means Australia, New Zealand, Canada, Japan, the United States
Territory” or any jurisdiction in which the release, publication or distribution of
this Announcement is unlawful;
“Retail Offer” means the offer of the Retail Offer Shares on the PrimaryBid
platform and on the terms set out in a separate announcement;
“Retail Offer means the Ordinary Shares to be subscribed by investors under
Shares” the Retail Offer;
“Rule 144A” means Rule 144A under the Securities Act;
“Securities Act” means the U.S. Securities Act of 1933, as amended;
“South Africa” means the Republic of South Africa;
“South African means persons in South Africa who (i) fall within the categories of
Eligible Investors” persons set out in Section 96(1)(a) of the South African Companies
Act, 2008 or (ii) subscribe for Placing Shares for a minimum
acquisition cost of ZAR1 000 000 for a single addressee acting as
principal, as envisaged in section 96(1)(b) of the South African
Companies Act, 2008;
“SA Placed Shares” means Ordinary Shares to be subscribed for by SA Placees
pursuant to the South Africa Placing;
“SA Placees” means selected qualifying investors in South Africa who will
subscribe for SA Placed Shares pursuant to the South Africa
Placing;
“Seller” means Värde
“South Africa means the private placing, by way of accelerated bookbuild, of
Placing” Ordinary Shares to selected qualifying investors in South Africa by
PSG Capital in its capacity as sole bookrunner and placing agent
in South Africa;
“subsidiary” or each have the meaning given to that term in the Companies Act
“subsidiary 2006;
undertaking”
“UK Admission” means admission of the Placing Shares, SA Placed Shares and the
Retail Offer Shares to the premium listing segment of the Official
List and to trading on the London Stock Exchange’s main market
for listed securities;
“UK Market Abuse means Regulation (EU) 596/2014 as it forms part of UK domestic
Regulation” law by virtue of the EUWA;
“UK MiFID II” means EU Directive 2014/65/EU as it forms part of UK domestic
law by virtue of the EUWA;
“UK Prospectus means the Regulation (EU) 2017/1129 as it forms part of UK
Regulation” domestic law by virtue of the EUWA;
“uncertificated” or means in respect of a share or other security, where that share or
“in uncertificated other security is recorded on the relevant register of the share or
form” security concerned as being held in uncertificated form in CREST
and title to which may be transferred by means of CREST;
“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland;
or “UK”
“United States” or means the United States of America, its territories and
“US” possessions, any state of the United States of America, the District
of Columbia and all other areas subject to its jurisdiction and any
political sub-division thereof;
“US Investor Letter” means the letter in the form provided by any Bank; and
“Värde” Värde Partners.
Unless otherwise indicated in this Announcement, all references to “£”, “GBP”, “pounds”,
“pound sterling”, “sterling”, “p”, “penny” or “pence” are to the lawful currency of the United
Kingdom. All references to “US$”, “$” or “dollars” are to the lawful currency of the United
States of America. All references to “ZAR” are to the lawful currency of the Republic of
South Africa.
APPENDIX 3
ADDITIONAL DISCLOSURES REQUIRED IN TERMS OF THE JSE LISTINGS REQUIREMENTS
The Company will acquire the entire issued share capital of Helix Investments Limited (the
holding company of the BizSpace business), from BizSpace Group Limited, an entity
controlled by Värde on the terms set out in the Acquisition Agreement. BizSpace is a leading
provider of regional flexible workspace, offering light industrial, workshop, studio and out of
town office units to a wide range of businesses across the UK.
The Acquisition constitutes a category 2 transaction in terms of the JSE Listings
Requirements.
The rationale for the Acquisition is disclosed under the “Strategic rationale” heading above
and further details in relation to the consideration payable, the conditionality and other terms
of the acquisition documentation are disclosed under the “Details of the Acquisition, financing
and expected timetable” heading above.
1. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Acquisition Agreement contains certain representations and warranties by the Seller
in favour of the Company which are standard for a transaction of this nature. Pursuant to
the terms of the Acquisition Agreement, the consideration payable upon completion will
be £245.3m (including repayment of a £38m seller intercompany loan), subject to a
customary purchase price adjustment for any amounts paid, or value returned, to the
Seller or its related parties by BizSpace or its group companies since 31 August 2021. On
completion of the Acquisition, Sirius will also assume BizSpace’s existing external
financial debt of c.£146m. Completion of the Acquisition is conditional upon completion of
the Capital Raise. Completion of the Acquisition is expected to occur on or around 19
November 2021. However, if the Acquisition does not complete by 30 November 2021,
the Seller may terminate the Acquisition Agreement and Sirius will be required to pay a
break fee in the amount of £2.5m to the Seller.
2. THE PROPERTIES
Details of BizSpace’s property portfolio (the “Properties”) are set out below:
Location Number of Gross lettable area Weighted Purchase price
(by UK Properties (m2) by sector annual average (by UK
region) in region rental rate / m2* region)(in £)**
North Industrial: Industrial: 156,128 58 105.5m
19 Office: 21,951
Office: 6
Total:25
North West Industrial: 8 Industrial: 53,111 113 62.8m
Office: 4 Office: 12,487
Total:12
Midlands Industrial: 4 Industrial: 35,398 117 54.7m
Office: 8 Office: 19,714
Total:12
South West Industrial: 3 Industrial: 29,209 149 72.9m
Office: 8 Office: 34,191
Total:11
South Industrial: 5 Industrial: 23,723 177 84.1m
Office: 7 Office: 13,569
Total: 12
Notes:
a) *Weighted average rental by m2, represents the gross rent roll by area square meters
of the combined sectors in the relevant UK region. Based on management accounts
as at August 2021.
b) ** These are indicative figures only, based on management accounts as at August
2021. The Company has entered into a conditional agreement to acquire the entire
issued share capital of Helix Investments Limited (the holding company of BizSpace),
and as such, the consideration payable for the BizSpace business has not been
apportioned between the properties either by individual properties or on a regional
basis.
c) In addition to the consideration of £245.3m, the costs associated with the Acquisition
are estimated at £11.4m.
d) The portion of the consideration attributed in the table above to the Properties in each
region, is considered to be the aggregate fair market value of the Properties in that
region, as at the Effective Date, as determined by the directors of the Company. The
directors of the Company are not independent and are not registered as professional
valuers or as professional associate valuers in terms of the Property Valuers
Profession Act, No. 47 of 2000.
3. FINANCIAL INFORMATION
BizSpace Group Limited’s gross asset value and net asset value, as at 31 December
2020, amounted to £377m and £173m respectively, while EBITDA and profit before tax
for the 12-month period ended 31 December 2020 (being the most recent period for which
audited annual financial statements have been prepared) were £18.7m and £3.4m
respectively. Profit after tax for the aforementioned 12-month period amounted to £2.6m.
The audited annual financial statements of BizSpace Group Limited for the year ending
31 December 2020 were prepared in terms of IFRS.
This Announcement contains statements about Sirius and BizSpace that are or may be
forward-looking statements. These forward-looking statements are not based on historical
facts, but rather reflect current expectations concerning future results and events and
generally. By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur
in the future. Such forecast financial information has not been reviewed or reported on by
the Company’s auditors or a reporting accountant in terms of JSE Listings Requirements
and is the responsibility of the Company’s directors.
4. OTHER
The Company confirms, for purposes of paragraph 9.16 of the JSE Listings
Requirements, that nothing in the constitutional documents of BizSpace Group Limited
will, in any way, frustrate or relieve the Company from compliance with the JSE Listings
Requirements.
JSE Sponsor
PSG Capital
Date: 08-11-2021 09:01:00
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