APPLEGREEN PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ('RESTRICTED JURISDICTIONS'). THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014.
Applegreen plc
PLACING BY WAY OF ACCELERATED BOOKBUILD OF A MINIMUM OF 5 MILLIONNEW ORDINARY SHARES
Dublin, London 28 September 2017: Applegreen plc ('Applegreen' or the 'Company'), a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the United States announces a proposed non pre-emptive placing (the 'Placing') of a minimum of 5 million new ordinary shares of €0.01 each in the share capital of the Company ('Ordinary Shares') (the 'Placing Shares').
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the 'Bookbuild'), which will be launched immediately following this announcement (the 'Announcement'). Goodbody Stockbrokers UC ('Goodbody') and Shore Capital Stockbrokers Limited ('Shore Capital') are acting as Joint Bookrunners (together the 'Joint Bookrunners') in connection with the Placing.
Summary of the Placing
· Placing of a minimum of 5 million Placing Shares by way of the Bookbuild which will open with immediate effect following this announcement
· The minimum number of Placing Shares being offered in the Placing represents approximately 6.2 per cent. of the Company's issued share capital prior to the Placing
· Price per Placing Share shall be determined through the Bookbuild
· The proceeds of the Placing will be used to fund a pipeline of potential additional acquisition and development opportunities and to assist with the financing of the completion of the recently announced proposed acquisitions of the Brandi Group in South Carolina, USA and the Carsley Group in the UK
· Goodbody and Shore Capital are acting as Joint Bookrunners in connection with the Placing
· The Placing is conditional on, inter alia, Admission (defined below) which is expected to occur on 5 October 2017
· The Placing is being undertaken using the Company's existing shareholder authorities under which the Company can issue up to a maximum of 10 per cent. of the Company's issued share capital in the context of the Placing
· The Appendix to this announcement contains the detailed terms and conditions of the Placing
Background to and reasons for the Placing
The Company achieved a successful initial public offering ('IPO'), listing onAIM ('AIM'), a market operated by the London Stock Exchange plc ('LSE'), and ESM ('ESM'), a market operated by the Irish Stock Exchange plc ('ISE'),in May 2015 pursuant to which it raised €70 million (gross) for the Company. Since that time, the Company has continued to pursue its stated strategy to accelerate the expansion of its estate by number of sites and rebrand a number of existing sites. As at 31 December 2014, the Company had a total of 152 sites, located in the Republic of Ireland (96 sites), the United Kingdom (54 sites) and United States (2 sites). The Company, as at 30 June 2017, had a total of 275 sites, with 166 sites in the Republic of Ireland, 85 sites in the United Kingdom and 24 in the United States. In addition, the Company recently announced the proposed acquisition of the Brandi Group, a 42-site retail operation based in Columbia, South Carolina, and the Carsley Group, a seven-site forecourt retail operation based in the UK, respectively, both of which are expected to complete in Q4 2017.
Since the IPO, the Company has funded this growth entirely from its own internal resources and had net debt of €33.2m as at 30 June 2017. The Company intends to continue to invest in future growth and its stated strategy remains unchanged from the time of the IPO.
The net proceeds from the Placing will be usedto fund a pipeline of potential additional acquisition and development opportunities that the Company believes will become available to it and to assist with the financing of the completion of the recently announced proposed acquisitions of the Brandi Group in South Carolina, USA and the Carsley Group in the UK.
Current Trading
The Company released its interim results for the six months ended 30 June 2017 on 12 September 2017 (the 'Interim Results'). In the Interim Results, the Company said the following in relation to its outlook:
'We continue to develop our network in H2 2017 adding eight sites in the period to date. In the Republic of Ireland, we have opened a new Service Area in Wexford and added one Petrol Filling Station and one dealer site to our network. We opened our first new greenfield Service Area in Great Britain and have also added two Petrol Filling Stations as well as converting another Petrol Filling Station to a Service Area. In the US we acquired two Petrol Filling Station sites.
We have a strong pipeline of further developments of both Service Area sites and Petrol Filling Stations across our markets.
We have a strong platform for growth in each of our markets and are well positioned for the seasonally important second half of the year. Overall, we remain confident in the prospects for the business in 2017.'
Details of the Placing
Goodbody and Shore Capital are acting as Joint Bookrunners in connection with the Placing.
The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be determined by the Company and the Joint Bookrunners at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Company and the Joint Bookrunners.
Under the terms of the Placing, Applegreen intends to place a minimum of 5 million Placing Shares. The number of Placing Shares being offered in the Placing represents approximately 6.2 per cent. of the Company's issued share capital prior to the Placing. The Company and Joint Bookrunners may, by agreement, increase or reduce the number of Placing Shares to be issued under the Placing to a maximum of 8,082,106 Ordinary Shares (representing approximately 10% of the issued share capital). The Placing is being undertaken using the Company's existing shareholder authorities which were obtained at the Company's Annual General Meeting on 29 May 2017 and in accordance with the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
Members of the public are not entitled to participate in the Placing.
The Company will apply for admission of the Placing Shares to listing on AIM of the LSE and ESM of the ISE, together ('Admission'). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00am (Dublin Time) on 5 October 2017.
The Placing is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. (Dublin Time) on 6 October 2017 (or such later time and/or date as the Joint Bookrunners in their absolute discretion may agree) and. the placing agreement between the Company and the Joint Bookrunners (the 'Placing Agreement') becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement) (the 'Terms and Conditions').
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for the Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Placing set out in the Appendix to this Announcement.
For further information, please contact:
Applegreen
Bob Etchingham, CEO +353 (0) 1 512 4800
Niall Dolan, CFO
Shore Capital
Malachy McEntyre +44 (0) 20 7408 4090
Stephane Auton
Patrick Castle
Goodbody
Joe Gill +353 (0) 1 667 0420
Siobhan Wall
Richard Tunney
Drury Porter Novelli:
Paddy Hughes +353 (0) 1 260 5000
About the Company
Established in 1992, Applegreen is a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the USA. The Company is pursuing a growth strategy focused on acquiring and developing new sites in each of the three markets in which it operates. As at 30 June 2017, the business operated 275 forecourt sites and employed c 4,000 people.
The Company offers a distinctive convenience retail offering in the forecourt space with three key elements:
· A 'low fuel prices, always' price promise to drive footfall to the stores;
· A 'Better Value Always' tailored retail offer; and
· A strong food and beverage focus aiming to offer premium products and service to the customer.
Applegreen has a number of strategic partnerships with international brands including Burger King, Subway, Costa Coffee, Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also has its own food offer through the Bakewell café brand.
Applegreen is the number one Motorway Service Area operator in the Republic of Ireland.
IMPORTANT NOTICE
This announcement, including the Appendix (together, the 'Announcement'), and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States including its territories and possessions, any state of the United States or the District of Columbia), Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the 'Restricted Jurisdictions'). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Jurisdiction or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable 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. No public offering of the Placing Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails or facilities of interstate commerce, directly or indirectly, in connection with the Placing. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital or Goodbody Stockbrokers or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area (other than the United Kingdom) who are 'qualified investors', as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the 'Prospectus Directive'), (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of 'investment professionals' in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'FPO') or fall within the definition of 'high net worth companies, unincorporated associations etc' in article 49(2)(a) to (d) of the FPO and (ii) are 'qualified investors' as defined in section 86 of the Financial Services and Markets Act 2000, as amended ('FSMA') or (C) persons to whom it may otherwise lawfully be communicated (each in (A), (B) or (C), a 'Relevant Person'). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with the Prospectus Directive) to be published.
The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as 'aim', 'anticipate', 'believe', 'could', 'intend', 'estimate', 'expect', 'plans', 'projects', 'targets', 'will' and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve known and unknown risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate, amongst other things, to differ materially from the matter expressed or implied by the forward-looking statements. . Given those risks, assumptions and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future performance and speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ('FCA'), the London Stock Exchange, the Irish Stock Exchange, the Central Bank of Ireland or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to the future price at which the Ordinary Shares may be bought or sold. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital and Corporate Limited which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint bookrunner to the Company for the purpose of the Placing. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the Central Bank of Ireland, acts as ESM adviser to the Company for the purposes of the ESM Rules, and is also acting as joint bookrunner to the Company for the purpose of the Placing. Goodbody Stockbrokers is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited under FSMA or the regulatory regime established thereunder, 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 or on behalf of Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited, Goodbody Stockbrokers or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of that name operated by the LSE, and ESM, a market operated by the ISE.
The Appendix to this Announcement sets out the Terms and Conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral (or written) and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been issued by the Company and is the sole responsibility of the Company. Niall Dolan is the person responsible in the Company for the release of this announcement.
This Announcement does not contain a recommendation concerning the Placing.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ('RESTRICTED JURISDICTIONS').
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL AND GOODBODY STOCKBROKERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) WHO ARE 'QUALIFIED INVESTORS' FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) (AS AMENDED) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE 'PROSPECTUS DIRECTIVE'); (B) IF IN THE UNITED KINGDOM, TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL WITHIN THE DEFINITION OF 'INVESTMENT PROFESSIONALS' IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF 'HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC' IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE 'QUALIFIED INVESTORS' AS DEFINED IN SECTION 86 OF FSMA; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS').
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
References in these terms and conditions to Shore Capital refer to Shore Capital Stockbrokers Limited and/or Shore Capital & Corporate Limited as the context admits.
The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act except pursuant to an applicable 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. No public offering of the Placing Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it or any part of it in or into the United States or use the United States mails, directly or indirectly, relating to the Placing.
This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No copy or part of this Announcement and the information contained in it may be published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
No action has been taken by the Company, Shore Capital or Goodbody Stockbrokers, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
Persons 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 action. Persons into whose possession this Announcement comes are required by the Company, Shore Capital and Goodbody Stockbrokers to inform themselves about, and observe, any such restrictions.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital and Corporate Limited, which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint bookrunner to the Company. Shore Capital and Corporate Limited and Shore Capital are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the Central Bank of Ireland, acts as the ESM adviser to the Company for the purposes of the ESM Rules. Goodbody Stockbrokers is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, 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 or on behalf of the Shore Capital, Goodbody Stockbrokers or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a 'Placee') by making or accepting an oral or written offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to have given the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Capitalised terms in this Appendix have the meanings ascribed to them in the Definitions section at the end of this Appendix.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the 'Placees'), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and
3. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
Neither Joint Bookrunner makes any representationto any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into a placing agreement (the 'Placing Agreement') with the Company under which they have agreed, as agents for and on behalf of the Company, to use reasonable endeavours to procure Placees to take up the Placing Shares on the terms and subject to the conditions set out in the Placing Agreement.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Applications for listing and admission to trading
Applications will be made to London Stock Exchange plc and Irish Stock Exchange plc for admission to trading of the Placing Shares on AIM and ESM respectively.
The Admission in respect of the Placing Shares is expected to become effective on or around 5 October 2017 (or such later date as the Joint Bookrunners may agree with the Company, not being later than 8.00 a.m. on 20 October 2017).
Bookbuild
The Bookbuild will open with immediate effect following this Announcement. This Appendix gives details of the Terms and Conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Joint Bookrunners 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.
Participation in and Principal terms of the Placing
1. Goodbody and Shore Capital are each acting as Joint Bookrunners and as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
3. The Bookbuild, if successful, will establish a single price in each of euro and sterling payable in respect of the Placing Shares (the 'Placing Price') to the Joint Bookrunners as agent for the Company by all Placees whose bids are successful. The Placing Price, the number of Placing Shares and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 5 below.
5. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined and may scale down any bids on such basis as they may determine.
6. The Bookbuild is expected to close no later than 5.00 pm (Dublin time) on 29 September 2017 but may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be confirmed to Placees orally by either of the Joint Bookrunners following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The Joint Bookrunners' 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 the Joint Bookrunners and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the Terms and Conditions set out in this Appendix and in accordance with the Company's constitution.
8. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price in each of euro and sterling at which the Placing Shares have been placed.
9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners will, in effecting the Placing, agree in consultation with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
10. 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 Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, as agents of the Company, to pay them (or as they may direct) in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount in euro or sterling at the Placee's election equal to the product of the Placing Price (in euro or sterling as the case may be) and the number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot. Each Placee's obligations will be owed to the Company and the Joint Bookrunners.
11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
13. 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 'Right to terminate under the Placing Agreement'.
14. 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.
15. To the fullest extent permissible by law, none of the Joint Bookrunners, the Company nor any of their respective affiliates, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Company or any of their respective affiliates, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners, 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 Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
1. Admission of the Placing Shares occurring at or before 8.00am Dublin time on 6 October 2017;
2. the representations, warranties and agreements contained in the Placing Agreement being true, accurate and not misleading at all times prior to Admission by reference to the facts and circumstances from time to time subsisting;
3. the Company having complied with all of its obligations under the Placing Agreement which fall to be performed on or before Admission;
4. the Company and the Joint Bookrunners agreeing the final number of Placing Shares and the Placing Price and executing a term sheet setting out the final number of Placing Shares and the final Placing Price following completion of the Bookbuild ('Terms of Subscription') no later than 5.00 pm (Dublin time) on the business day following date of this Announcement (or such later time and/or date as may be agreed in writing between the Joint Bookrunners and the Company. So long as it does not exceed the limits in the Company's existing shareholder authorities, the Company and Joint Bookrunners may, by agreement, increase or reduce the number of Placing Shares to be issued under the Placing;
5. the publication of the results of the Placing on a Regulatory Information Service immediately following the execution of the Terms of Subscription (or such later time and/or date as may be agreed in writing between the Joint Bookrunners and the Company); and
6. the Company allotting and issuing, conditional only upon Admission, the Placing Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not satisfied in all respects or (where applicable) waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Joint Bookrunners in their absolute discretion may agree but in any event not later than 5.00 pm (Dublin time) on 20 October 2017); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed 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 it in respect thereof.
The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement or extend the time for satisfaction of any such conditions, save that the above conditions relating to Admission taking place, the Terms of Subscription being executed and the Company allotting and issuing the Placing Shares may not be waived. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners or the Company or any of their respective affiliates, directors, officers, employees or agents shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they 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 Joint Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners may, in its sole and absolute discretion acting in good faith and, to the extent permitted by law or regulation, after consultation with the Company to the extent considered practicable by the Joint Bookrunners in the circumstances, at any time before Admission, terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
1. any statement contained in the Placing Documents has become or been discovered to be untrue or incorrect in any material respect or misleading or any event, fact, circumstance or matter has arisen or occurred which, if such Placing Document were to be issued at that time, would constitute an omission from it or would otherwise render it untrue or incorrect in any material respect or misleading; or
2. there has been a breach of any of the Warranties, representations, warranties, undertakings or any other obligations of the parties hereto (other than the Joint Bookrunners) under this Agreement; or
3. there shall have been, happened, occurred or come into effect any event or omission or act of terrorism, outbreak of hostilities and/or any change in national or international financial, monetary, economic, fiscal, political or market conditions (including fluctuation in exchange rates) and/or in the financial position or prospects of the Group (taken as a whole) or any other event or omission that, in each such case, the Joint Bookrunners (or either of them) in their absolute discretion but acting in good faith believe is or will or may be materially prejudicial to the financial or trading position or prospects of the Group and/or materially prejudicial to the successful outcome of the Placing and Admission and/or makes it impractical or inadvisable to proceeds with the Placing and Admission .
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by either Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the Central Bank of Ireland (or other authority) in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
Placees' commitments will be made solely on the basis of the information contained in 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 and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Joint Bookrunners or any other person and none of the Company or either of the Joint Bookrunners or any of their respective affiliates 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing, will be sent a trade confirmation / contract note which will confirm the number of Placing Shares allocated to it, the Placing Price (in euro or sterling as elected by the Placee) and the aggregate amount owed by them to the Joint Bookrunners. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Joint Bookrunners or otherwise as the Joint Bookrunners may direct. Payment in full for any Placing Shares so allocated at the Placing Price must be made by no later than 2:30 pm (Dublin time) on 5 October 2017 (or such other time and/or date at the Joint Bookrunners notify to each Placee).
Each Placee may elect to pay the Placing Price in euro or sterling and having made such election, no objection or claim may be made by a Placee that he has suffered a loss or other disadvantage by not electing to pay in the other currency.
Settlement of transactions in the Placing Shares (ISIN: IE00BXC8D038, Irish SEDOL: BXC8D03and UK SEDOL BYZG2B5) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ('CREST'). Settlement through CREST will be on a T+3 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on 5 October 2017 (the 'Settlement Date'). Settlement will be on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners and the Company reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Joint Bookrunners may sell any or all of the Placing Shares allocated to it on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. Placees will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on the Placee's behalf
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the 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 or Irish stamp duty or UK stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
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 of the Joint Bookrunners (in its capacity as Bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is upon and subject to the constitution of the Company and 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 Admission, the Placing, the Company, the Placing Shares, the Joint Bookrunners or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Directive, and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3. acknowledges that the Ordinary Shares are admitted to trading on AIM and the ESM market of the Irish Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, the ESM Rules and the EU Market Abuse Regulation (2014/596/EU) ('MAR') (collectively 'Exchange Information'), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;4. that none of the Joint Bookrunners, the Company, any of their respective affiliates or 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 Placing or the Company or any other person other than this Announcement, nor has it requested either of the Joint Bookrunners, the Company, any of their respective affiliates 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 Joint Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States, or any other Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or in any country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners, any of their respective affiliates, directors, officers, employees or agents, or 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 subsequently 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, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary 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 either of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them (including in any research report prepared by any of them) and none of the foregoing persons will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any such other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither the Joint Bookrunners nor any of their respective affiliates have made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of the Exchange Information, , any publicly available information about the Company or any other information that has otherwise been made available to Placees concerning the Company, whether at the date of publication, the date of this Announcement or otherwise, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
7. that 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 of the United Kingdom (depositary receipts and clearance services) and that 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 that 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;
8. acknowledges that no action has been or will be taken by the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
9. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that 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 and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
10. that it 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 that it will honour all such obligations;
11. that it has complied with its obligations under the Criminal Justice Act 1993 (as amended), section118 FSMA, the EU Market Abuse Regulation and the Rules issues by the Irish Central Bankof Ireland, and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2014 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering Regulations 2007 (as amended) (the 'Regulations') and the Money Laundering Sourcebook of the FCA or other applicable laws, rules and 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 Joint Bookrunners has not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
12. that 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, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Joint Bookrunners 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);
13. that it:
a. (i) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (ii) is acquiring the Placing Shares in an 'offshore transaction' as defined in Regulation S under the Securities Act; and (iii) is not acquiring any of the Placing Shares as a result of any form of 'directed selling efforts' (within the meaning of Regulation S under the Securities Act); or
b. is a 'qualified institutional buyer' ('QIB') as defined in Rule 144A under the Securities Act that has signed and returned to the Joint Bookrunners or their respective affiliates a US investor letter in the form provided to it;
14. that it is not within a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares, and it will not offer or sell such Placing Shares into any such jurisdiction;
15. if in a Member State of the EEA, that it is a 'Qualified Investor' within the meaning of Article 2(1)(e) of the Prospectus Directive;
16. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of 'investment professional' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) who falls within Article 49(2)(a) to (d) ('High net worth companies, unincorporated associations, etc.') of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
17. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
19. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
20. if it is acting as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that 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 in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors 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 FSMA;
22. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to 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 Prospectus Directive except in circumstances which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
23. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
24. that it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
25. that if it has received any inside information about the Company in advance of the Placing, it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations/legislation and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
26. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Bookrunners, any of their respective affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti money laundering requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of 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;
27. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix 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 Placees or sold as the Joint Bookrunners, acting as agent for the Company, may in their absolute 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 (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
28. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
29. the Placing does not constitute a recommendation or financial product advice and neither Joint Bookrunner has had regard to its particular objectives, financial situation and needs;
30. that none of the Joint Bookrunners, any of their respective affiliates or 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 that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners do not have 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 the Joint Bookrunners rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right or, without limitation, to increase the number of Placing Shares under the Placing;
31. that none of the Company nor any of the Joint Bookrunners has any duty or responsibility to any Placee with respect to the Placee's election to pay the Placing Price in euro or sterling;
32. that 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. Neither the Joint Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest 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 Joint Bookrunners, the Company and any of their respective affiliates 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 Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
33. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and 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 Ireland 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 Irish 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 the Joint Bookrunners 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;
34. that each of the Joint Bookrunners, 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 Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Joint Bookrunners 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;
35. that it will indemnify on an after-tax basis and hold each of the Joint Bookrunners, the Company, their affiliates 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 or in connection with any breach 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;
36. acknowledges that it irrevocably appoints any director of either of the Joint Bookrunners 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;
37. that it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation 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 Joint Bookrunners conduct of the Placing;
38. that 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 or purchasing the Placing Shares; (ii) it is experienced in investing in securities of this nature in this sector 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; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company 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 the Joint Bookrunners; (iv) it has had sufficient time 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 (v) it will not look to the Company, the Joint Bookrunners, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
39. that in connection with the Placing, the Joint Bookrunners and any of their respective 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 shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition the Joint Bookrunners may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Joint Bookrunners or any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
40. that if it is in Australia, it is either a 'professional investor' or 'sophisticated investor' (as those terms are used in section 708(11) and section 708(8) respectively of the Corporations Act 2001 (Cth) ('Corporations Act')) and is also, in each case, a 'wholesale client' (as defined in section 761A of the Corporations Act); and
41. that the on-sale of Placing Shares in Australia within 12 months of issue may be restricted by section 707 of the Corporations Act and that it will conduct any on-sales of the Placing Shares within that period in accordance with the provisions of the Corporations Act such that disclosure within the meaning of Chapter 6D of the Corporations Act is not required.
Additional acknowledgement from investors located in the United States
42. In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is located in the United States subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act acknowledges that no representation has been made to it with respect to whether the Company is a 'passive foreign investment company' ('PFIC') within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, and that the Company may have been a PFIC for US federal income tax purposes for previous fiscal years, may be a PFIC for its current fiscal year, and may become or continue to be a PFIC in future fiscal years. If the Company was, is or becomes a PFIC, then US investors subject to US federal income tax may be subject to adverse US tax consequences in respect of their investment in the Company's Ordinary Shares. Relevant Placees agree that they will seek their own independent specialist advice with respect to the US tax consequences of their interest in Ordinary Shares, including whether they may be able to mitigate these adverse US tax consequences by making certain elections for US tax purposes;
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the neither the Company nor either of the Joint Bookrunners owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty in Ireland and free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.
Such agreement 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 Joint Bookrunners nor the Company is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such arrangements, or any arrangements that arise subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of Ireland or the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners or any of their respective 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 the Joint Bookrunners 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 the Joint Bookrunners, any money held in an account with the Joint Bookrunners 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 FSMA or the Central Bank of Ireland. 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 Joint Bookrunner's money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its own business; and the Placee will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:
a) if he is an individual, his nationality; or
b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
Applegreen plc published this content on 28 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2017 15:39:01 UTC.
Original documenthttp://otp.investis.com/clients/uk/applegreen/rns/regulatory-story.aspx?cid=1120&newsid=932986
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