THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.
This Announcement is an advertisement and not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in UIL Finance Limited (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of the prospectus published by the Company and dated 18 May 2016 (the "Prospectus") in connection with the admission of the 2022 ZDP Shares and the 2020 ZDP Shares in the capital of the Company to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). Copies of the Prospectus are available from the registered office of the Company at 34 Bermudiana Road, Hamilton HM 11, Bermuda and on the Company website at www.uil.limited. A copy of the Prospectus is also available for inspection at http://www.morningstar.co.uk/uk.nsm.
1 July 2016
UIL Finance Limited ("UIL Finance" or the "Company")
Proposed Placing of 2020 ZDP Shares
On 18 May 2016 UIL Finance announced detailed proposals to provide holders of existing 2016 ZDP Shares with the opportunity to roll over some or all (subject to the overall limits of the Rollover Offer) of their 2016 ZDP Shares into a new class of 2022 ZDP Shares. UIL Finance also announced proposals for an Initial Placing of up to 50 million 2022 ZDP Shares (less the number of 2022 ZDP Shares issued pursuant to the Rollover Offer) and a Placing Programme of up to 25 million 2020 ZDP Shares and up to 50 million 2022 ZDP Shares (less the number of 2020 ZDP Shares issued pursuant to the Rollover Offer and the Initial Placing).
On 20 June 2016 UIL Finance announced that a total of 50 million new 2022 ZDP Shares were to be issued pursuant to the Rollover Offer and Initial Placing.
UIL Finance is now pleased to announce proposals to issue up to 14 million 2020 ZDP Shares (the "Placing Shares") to raise up to £17.9 million pursuant to the Placing Programme at a price of 128p per 2020 ZDP Share (the "Placing").
All terms used and not defined in this Announcement have the same meaning as set out in the Prospectus dated 18 May 2016.
Details of the Placing
Stockdale Securities Limited ("Stockdale") will today commence a bookbuilding process in respect of the Placing (the "Bookbuild"). The book will open with immediate effect and is expected to close at 4.30 p.m. on Thursday 7 July 2016 but may be closed earlier. UIL Finance intends to issue up to 14 million Placing Shares at the Placing Price of 128p per Placing Share which represents a gross redemption yield of 4.54 per cent. assuming Admission takes place on 14 July 2016.
Investors who participate in the Placing will be required to make bids for Placing Shares in Sterling. Members of the public are not entitled to participate in the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing 2020 ZDP Shares in the capital of UIL Finance.
UIL Finance has entered into a placing agreement (the "Placing Agreement") with Stockdale on customary terms and conditions pursuant to which Stockdale will use its reasonable endeavours to procure Placees (as defined below) for the Placing Shares. Investors who participate in the Placing will receive an allocation of Placing Shares at the discretion of Stockdale and UIL Finance.
It is anticipated that Admission and dealings in the Placing Shares will commence at 8.00 a.m. on 14 July 2016. Whilst it is expected that all Placing Shares allotted under the Placing Programme will be issued as Depositary Interests in uncertificated form, if any Placing Shares are issued in certificated form it is expected that share certificates will be despatched within ten Business Days after the date of allotment.
The Prospectus and the Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By choosing to participate in the Placing and making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood the Prospectus and this Announcement in its entirety (including the Appendix) and to make a legally binding offer on the terms and conditions set out in the Prospectus and this Announcement, and to be providing the representations, warranties, undertakings and acknowledgments contained in the Appendix to this Announcement.
The terms and conditions of the Placing Programme, including the maximum size, timetable and the conditions to the allotment of Placing Shares are set out in the Prospectus dated 18 May 2016.
Background to and Reasons for the Placing
UIL Finance currently has four series of ZDP Shares in issue. These are due for redemption on 31 October in 2016, 2018, 2020 and 2022 respectively. Following the completion of the Rollover Offer the aggregate redemption sum payable on the redemption of the 2016 ZDP Shares on 31 October 2016 is approximately £62.7 million.
In light of the success of the Rollover Offer and Initial Placing, the UIL Finance Directors now wish to offer investors the opportunity to invest in the 2020 ZDP Shares pursuant to the Placing Programme.
The UIL Finance Board also believes that the proposed Placing will increase the number of 2020 ZDP Shares in issue which would be expected to improve the liquidity in the 2020 ZDP Shares and will raise further funds to assist in financing the amount required for the redemption of the 2016 ZDP Shares.
Following the Placing, the UIL Board will continue to keep the Group's borrowings and bank facilities under regular review. As at 28 June 2016, UIL's net borrowings amounted to £24.3 million.
Expected Time of Principal Events
Announcement of the Placing
Latest time and date for receipt of placing commitments
4.30 p.m. on 7 July
Confirmations of allocations under the Placing
Announcement of result of the Placing
All references to times are to London time unless specified otherwise. Each of the times and dates is subject to change. Any changes to the timetable will be notified by publication of a notice through an RIS.
The dealing codes for the 2020 ZDP Shares are as follows:
2020 ZDP Share price as at 30 June 2016
Final Capital Entitlement per 2020 ZDP Share
Gross Redemption Yield on the Placing Price of 128p
Pro Forma ZDP Cover following completion of the Placing*
* Based on the unaudited Gross Assets, Net Assets and Net Asset Value per Ordinary Share of UIL as at 28 June 2016 of £433.2 million, £202.6 million and 223.48p respectively, adjusted for an issue of 14 million 2020 ZDP Shares at 128p per ZDP Share and completion of the Related Party Transaction referred to in the Prospectus.
For further information
ICM Investment Management Limited 01371 271 486
Stockdale Securities Limited (Bookrunner, Financial Adviser and Broker) 020 7601 6100
This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law.
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, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons. The Company will not be registered as an "investment company" under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan, New Zealand or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Placing Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan, New Zealand or the Republic of South Africa.
Stockdale which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Conduct Authority, is acting exclusively for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to clients of Stockdale or for providing advice to them in relation to the Placing and the contents of this Announcement or any other matter referred to in this Announcement. Stockdale is not responsible for the contents of this Announcement. This does not exclude or limit any responsibilities which Stockdale may have under FSMA or the regulatory regime established thereunder.
This Announcement is an advertisement and not a prospectus and investors must only subscribe for or purchase the securities referred to in this document on the basis of information contained in the Prospectus (as defined above) and not in reliance on this Announcement. This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party.
Terms and Conditions of the Placing ("Terms and Conditions")
IMPORTANT INFORMATION REGARDING THE PLACING FOR PLACEES ONLY
Members of the public are not eligible to take part in the Placing. These Terms and Conditions are for information purposes only and are directed only at persons in the United Kingdom:
· who are "Qualified Investors" as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("Qualified Investors") being persons falling within the meaning of article 2(1)(e) of the EU Prospectus Directive (which means directive 2003/71/EC, as amended from time to time, and includes any relevant implementing directive measure in the United Kingdom; and
· who are also persons who (i) have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated, (all such persons in (a) and (b) together being referred to as "Relevant Persons").
These Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Terms and Conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, 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 herein. In particular each such Placee represents, warrants and acknowledges that:
· 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; and
· it is outside the United States, is not a U.S Person (within the meaning Regulation S ("Regulation S") under the Securities Act), it is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S.
The Company and Stockdale will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement (including this Appendix) does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction or to U.S. Persons. No public offer of securities of the Company is being made in any jurisdiction.
In particular, the Placing Shares referred to in this Appendix 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. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or 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 (including this Appendix) or the Prospectus. Any representation to the contrary is a criminal offence in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement, including this Appendix, (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.
The Placing Shares may not be offered, sold or transferred within the United States. The Placing Shares are being offered and sold outside the United States to persons who are not U.S. Persons in reliance on Regulation S.
In this Announcement (including this Appendix), unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Stockdale will today commence the Bookbuild. 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.
Stockdale and UIL Finance 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. Stockdale is acting as bookrunner and agent of UIL Finance.
2. Stockdale is entitled to enter bids in the Bookbuild as agent.
3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stockdale.
4. The Bookbuild will establish the number of Placing Shares to be issued which will be agreed between Stockdale and UIL Finance following completion of the Bookbuild. The Placing Price is 128p per Placing Share. The result of the Placing will be announced on a Regulatory Information Service following the confirmation of Placee's allocations by Stockdale.
5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Stockdale. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Stockdale on the basis referred to in paragraph 9 below.
6. The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 7 July 2016 but may be closed earlier or later at the discretion of Stockdale. Stockdale may, in agreement with UIL Finance, accept bids that are received after the Bookbuild has closed.
7. Each Placee's allocation will be confirmed to Placees orally, or by email, by Stockdale following the close of the Bookbuild and a contract note will be dispatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated into the contract note. Stockdale's oral or emailed 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 Stockdale and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the Terms and Conditions (which are deemed to be incorporated in such contract note) and in accordance with the Company's Bye-laws.
8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Stockdale as agent of the Company, to pay Stockdale (or as it may direct) in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
9. Stockdale may choose to accept bids, either in whole or in part and may scale down any bids for this purpose on such basis as they may determine. Stockdale may also, notwithstanding paragraphs 5 and 6 above, (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.
10. A bid in the Bookbuild will be made on the basis of the terms and subject to the conditions in the Prospectus and this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with the consent of Stockdale will not be capable of variation or revocation after the time at which it is submitted.
11. 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 on the basis explained below under "Settlement - CREST delivery-versus-payment".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below.
13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, Stockdale shall not have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, Stockdale shall not have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stockdale's conduct of the Bookbuild or of such alternative method of effecting the Placing as Stockdale and the Company may agree.
15. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Conditions of the Placing
The obligations of Stockdale under the Placing Agreement are conditional as described below in the section headed "Placing Agreement".
If any of the conditions contained in the Placing Agreement in relation to the Placing are not fulfilled, or waived by Stockdale, by the respective time or date where specified (or such later time and/or date as the Company and Stockdale may agree, up to the long stop date of 31 July 2016), the Placing will not proceed. 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 the Placee in respect thereof.
Stockdale may, at its discretion and upon such terms as it thinks 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, save that the conditions in the Placing Agreement relating to admission of the Placing Shares taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.
None of Stockdale, UIL Finance or any other person 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 they may make as to whether or not to waive or to extend the time and/or the 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 Stockdale.
By participating in the Placing, Placees agree that the exercise by Stockdale of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stockdale and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Placees' agreement to subscribe for Placing Shares
• Admission of the Placing Shares to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange taking place by 8.00 a.m. (London time) on 14 July 2016 (or such later time and/or date as the Company and Stockdale may otherwise agree, subject to a long stop date of 31 July 2016);
• the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated on or before Admission (or such later time and/or date as Stockdale and the Company may agree); and
• Stockdale confirming to Placees their allocation of Placing Shares,
a Placee agrees to subscribe for those Placing Shares allocated to it by Stockdale at the Placing Price.
Payment for Placing Shares
Each Placee must pay the Placing Price for the Placing Shares issued to the Placee in the manner and by such time as directed by Stockdale. If any Placee fails to pay as so directed and/or by the time required by Stockdale, the relevant Placee's participation in the Placing may, at the discretion of Stockdale, be cancelled.
On 18 May 2016 the Company entered into the Placing Agreement with UIL, the Joint Portfolio Managers and Stockdale in relation to the Placing. In accordance with the Placing Agreement, the Placing is conditional, inter alia, on:
· the Placing Price being not less than the Accrued Capital Entitlement of the Placing Shares at the time of the relevant allotment;
· the ZDP Cover of the 2020 ZDP Shares and the 2022 ZDP Shares being not less than 1.35x, in each case taking into account the effect of the relevant allotment; and
· Admission of the Placing Shares issued pursuant to such allotment.
Stockdale may in its absolute discretion waive the conditions referred to above, other than that relating to Admission.
Under the Placing Agreement Stockdale has agreed, as agent to use its reasonable endeavours to procure subscribers for the Placing Shares under the Placing Programme. For its services in connection with the Placing Programme, Stockdale will be entitled to commission of 1 per cent. of the gross proceeds of Placing Programme. Under the agreement, which may be terminated by Stockdale in certain limited circumstances prior to Admission of the Placing Shares, the Company, UIL Limited ("UIL") and the Joint Portfolio Managers have agreed to certain market standard warranties and indemnities in favour of Stockdale concerning, inter alia, the accuracy of the information in this document.
The Placing Agreement will be capable of being terminated by Stockdale at its absolute discretion at any time before Admission, if inter alia, (i) any of the warranties or any statement in the Prospectus is found to be untrue, inaccurate or misleading in any material respect; (ii) there is any significant change affecting any matter contained in the Prospectus or a significant new matter requiring a supplementary prospectus; (iii) any of UIL, the Company or the Joint Portfolio Managers materially breaches their obligations under the Placing Agreement or (iv) UIL's or the Company's securities are cancelled or suspended from listing or trading.
By participating in the Placing, Placees agree that the exercise by Stockdale of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stockdale and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
For the avoidance of doubt, Stockdale is not underwriting the Placing.
Each Placee which confirms its agreement to Stockdale (acting as agent on behalf of the Company) to purchase Placing Shares will be bound by these Terms and Conditions and will be deemed to have accepted them severally, and not jointly nor jointly and severally.
Placing Shares are subscribed on the basis of these Terms and Conditions, the Prospectus and the Company's Bye-laws. Placing Shares are subscribed at the Placing Price (free of commission) payable in cleared funds in full and in accordance with the settlement obligations set out below.
A Placee's participation in the Placing is conditional upon, inter alia, the Placing Agreement becoming unconditional in all respects and not being terminated by Stockdale in accordance with its terms. In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by a Placee pursuant to these Terms and Conditions will be returned to the Placee at the Placee's risk, without interest.
No commissions are payable to Placees in respect of their participation in the Placing.
A Placee's Placing participation is expected to be free of stamp duty and stamp duty reserve tax in accordance with the paragraph entitled "Stamp Duty" below.
Dealings and Admission
Applications will be made to the Financial Conduct Authority and the London Stock Exchange plc respectively for all of the Placing Shares to be admitted to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange. Subject to the fulfilment of the conditions in the Placing Agreement, it is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 14 July 2016 (or such later time and/or date as the Company and Stockdale may agree, subject to a long stop date of 31 July 2016).
The Placing Shares will be issued fully paid and, when issued, will rank pari passu in all respects with the existing 2020 ZDP Shares of the Company in issue immediately prior to Admission. It is expected that CREST accounts will be settled with Placing Shares on a delivery-versus-payment basis on 14 July 2016.
Conditions and termination
These Terms and Conditions, which are legally binding, confirm the Placing Price and, alongside the Prospectus, confirm the terms and conditions on which each Placee confirms its agreement to Stockdale on behalf of the Company to participate in the Placing.
Stockdale will have the right to terminate the Placing Agreement, exercisable at any time prior to Admission, in certain circumstances, including if any warranties given by the Company in the Placing Agreement are untrue, inaccurate or misleading in any material respect. Each Placee's participation in the Placing is conditional upon, inter alia, the Placing Agreement becoming unconditional in all respects and not being terminated by Stockdale in accordance with its terms.
A Placee's rights and obligations under the Placing are not conditional and will not be capable of termination or rescission by a Placee in any circumstances, save in respect of fraud.
Each Placee severally, and not jointly nor jointly and severally, irrevocably confirms its agreement with Stockdale and the Company on the terms and subject to the conditions set out in this Announcement (including this Appendix) and subject to the Prospectus, the Placing Agreement and the Company's Bye-laws, to subscribe for those Placing Shares allocated to it by Stockdale at the Placing Price and to comply with these Terms and Conditions.
Each Placee's individual and separate agreement to subscribe for Placing Shares also constitutes an acknowledgment that its commitment has been made solely on the basis of the information contained in the Prospectus and this Announcement (including this Appendix) and that accordingly none of the Company, its Directors, or any person acting on behalf of any of them shall have any liability to a Placee for any information or representation other than as is contained in the Prospectus and this Announcement (including this Appendix).
If Placees do not provide any CREST details or if Placees provide insufficient CREST details for the delivery of Placing Shares to their CREST account, their Placing participation will be delivered in certificated form provided payment has been made in terms satisfactory to Stockdale and all other conditions in relation to the Placing have been satisfied or waived.
The right is reserved to issue Placing Shares in certificated form should Stockdale or the Company consider this to be necessary or desirable. This right is only likely to be exercised in normal circumstances in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by the Company's registrars in connection with CREST.
The person named for registration purposes (which term shall include the holder of the relevant CREST account) must be:
· the person procured by the Placee to subscribe for or acquire the relevant Placing Shares; or
· the Placee itself; or
· a nominee of any such person, as the case may be.
Settlement - CREST delivery-versus-payment
Settlement will be effected on a matching delivery-versus-payment basis within CREST from Stockdale's settlement agent's CREST account (LAMAY).
Following oral, or email, confirmation of a firm Placing participation, Placees will receive a contract note following closing of the Bookbuild and prior to Admission notifying them of the number of Placing Shares they will receive together with a request for the Placee's CREST participant details and contact details.
Oral, or email, confirmation of a Placing participation, on the basis of the Prospectus and these Terms and Conditions (and subject to the Company's Bye-laws) will constitute a binding contract to, inter alia, subscribe for that Placing participation at the Placing Price.
Whilst Stockdale does not believe there to be any liability to stamp duty or stamp duty reserve tax in respect of the issue of Placing Shares, should any such stamp duty or stamp duty reserve tax be payable it will be entirely for the Placee's account and neither the Company nor Stockdale will have any liability in respect thereof.
Representations and warranties
By agreeing to subscribe for Placing Shares, each Placee which enters into a contract with Stockdale to subscribe for Placing Shares will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to represent and warrant severally, and not jointly nor jointly and severally, to Stockdale and the Company that:
· it may lawfully acquire the Placing Shares to be subscribed by and issued to it pursuant to its Placing participation and will pay for the same in the monetary amount as set out in these Terms and Conditions;
· it has obtained all necessary consents and authorities required and observed any formalities in any jurisdiction required to enable it to enter into and comply with these Terms and Conditions;
· its obligations under these Terms and Conditions are irrevocable and legally binding and shall not be capable of rescission or termination by the Placee in any circumstance;
· it (and any person acting on its behalf) will make payment for the Placing Shares to be issued in satisfaction of its Placing participation which are allocated to the Placee in accordance with these Terms and Conditions on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Stockdale may at its sole discretion determine and without liability to the Placee;
· it is not a national or resident of the United States, Canada, Japan, Australia, New Zealand or the Republic of South Africa or a corporation, partnership or other entity organised under the laws of the United States, Canada, Japan, Australia, New Zealand or the Republic of South Africa and it will not offer, sell or deliver as principal or agent, directly or indirectly, any of the Placing Shares in or into the United States, Canada, Japan, Australia, New Zealand or the Republic of South Africa, or to or for the benefit of any persons resident in the United States, Canada, Japan, Australia, New Zealand or the Republic of South Africa or to any person purchasing such shares for re-offer, sale or transfer in or into the United States, Canada, Japan, Australia, New Zealand or the Republic of South Africa;
· none of the Placing Shares have been or will be registered under the Securities Act or under the securities laws of any state, territory or possession of the United States, and such Placing Shares may not be offered, sold, subscribed, transferred or issued directly or indirectly in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
· it is outside the United States at the time its subscription was originated and it was not at such time and is not a US person (and was not and is not acquiring on behalf of, or for the account of or benefit of, a US person) within the meaning of Regulation S promulgated under the Securities Act and it will not offer, sell or deliver directly or indirectly any of the Placing Shares in the United States;
· it acknowledges and understands that the Company may be required to comply with the US Foreign Account Tax Compliance Act ("FATCA"). The Placee agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA. The Placee further consents to allowing, and authorising the Company to disclose and supply any information, forms or documentation in relation to it to the "Competent Authority" of Bermuda as defined in the Agreement between the Government of the United States of America and the Government of Bermuda to Improve International Tax Compliance and to Implement FATCA signed on 19 December 2013, or any other relevant governmental authority of any jurisdiction to the extent required under FATCA (and to the extent relevant, it shall procure that the beneficial owner of the Placing Shares provides such consent and authorisation to the Company in respect of any such information, forms or documentation relating to it);
· none of the Placing Shares have been or will be registered under the relevant securities laws of Canada or any province thereof, Japan, Australia, New Zealand or the Republic of South Africa;
· it is not resident in any other territory in which it is unlawful to make an offer to subscribe for Placing Shares;
· it is liable for all and any stamp duty or SDRT and any related costs, fines, penalties and interest arising in respect of the delivery and settlement in respect of the Placing Shares comprised in its Placing participation as a consequence of any of the confirmations set out in these Terms and Conditions being incorrect;
· it has complied with all relevant laws and regulations of all relevant territories, and obtained all requisite governmental or other consents which may be required in connection with its Placing participation, complied with all requisite formalities and has paid any issue, transfer or other taxes due in connection with its confirmation in any territory and it has not taken any action or omitted to take any action which will or may result in Stockdale or the Company or any of their respective members, directors, officers, agents, employees or advisers acting on behalf of any of them being in breach of the legal or regulatory requirements of any territory in connection with the Placing or the Placees' agreement to subscribe for Placing Shares;
· it is not itself, and is not not acting on behalf of, a person who is, or may be, liable to stamp duty or SDRT under subsection (6), (7) or (8) of section 67 and 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
· no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) will be subject to stamp duty or SDRT at the increased rates referred to in sections 67 or 93 (Depository Receipts) or section 70 or 96 (Clearance Services) of the Finance Act 1986;
· it acknowledges and agrees that Stockdale is not acting for the Placee or the Placees' clients and neither the Placee nor, as the case may be, its clients expect Stockdale to have any duties or responsibilities to them similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book and the Placee acknowledges and agrees that Stockdale has no duties or responsibilities towards it for providing protections afforded to its clients under the rules of the FCA (the "Rules") or advising it with regard to the Placing Shares and that it is not, and will not be, a client of Stockdale as defined by the Rules. Likewise, any payment by the Placee will not be treated as client money governed by the Rules;
· the Placee acknowledges and agrees that all of the Rules in respect of financial promotions apply to this communication as, while Stockdale is not entering into a client relationship with the Placee, it is a person that Stockdale is entitled to treat as falling within either the Professional Client or Eligible Counterparty category for the purposes of the Rules and the Placee does not therefore fall within the Retail Client category. In addition, it falls within one of the following exemptions by being:
o an authorised or exempted person within the meaning of the FSMA or another type of investment professional falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); or
o a high net worth entity or other person falling within article 48 or article 49(2) of the FPO or a sophisticated investor within the meaning of article 50 of the FPO or a self-certified sophisticated investor within the meaning of article 50A of the FPO; or
o a person with whom it is otherwise lawful to communicate in respect of the Placing;
· the Placing does not constitute a recommendation or financial product advice and Stockdale has not had regard to the Placee's particular objectives, financial situation and needs;
· any of the Placees' customers identified to Stockdale will remain its sole responsibility and will not become indirect customers of Stockdale;
· without prejudice to any liability for fraud or fraudulent misrepresentation, it has not relied on any information given or any representations, warranties, undertakings or other statements made, whether express or implied, written or oral, at any time by any person in connection with the Placing, the Company, the Placing Shares, or otherwise (save for the Prospectus) and none of the Company, Stockdale, their respective members, directors, employees, advisers or agents nor any person acting on behalf of any of them shall have any liability for any such information provided, or representations, warranties, undertakings or other statements made, to the Placee;
· its subscription for Placing Shares has been made only on the basis of the information in the Prospectus and this Announcement (including this Appendix);
· it understands that the information set out in the Prospectus and this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Stockdale nor any of its members, directors, employees, advisers or agents nor any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in the Prospectus or any information previously published in respect of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Prospectus, this Announcement (including this Appendix) or otherwise;
· it acknowledges that it is a term of its Placing participation that, to ensure compliance with the FCA's Money Laundering Rules, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (the "Regulations"), Stockdale may, in its absolute discretion, require verification of its identity to the extent that it has not already provided the same. Pending the provision to Stockdale of evidence of identity, delivery of the Placing Shares to the Placee in uncertificated form may be withheld or, where appropriate, definitive certificates in respect of Placing Shares may be retained. If within a reasonable time after a request for verification of identity Stockdale has not received evidence satisfactory to it, Stockdale may, in its absolute discretion, terminate the Placees' Placing commitment in which event the monies payable on acceptance of the allotment will, if paid, be returned without interest to the account of the drawee bank from which they were originally debited. Alternatively, if Placing Shares have already been allotted to a Placee, Stockdale may (at its discretion) sell them on the Placee's behalf and hold the proceeds of sale (net of expenses) or an amount equal to the original payment (whichever is the lower) on trust for the Placee. In these circumstances neither Stockdale nor the Company shall (save in the event of fraud or wilful default) be responsible for, or have any liability for, any loss or damage arising as a result;
· it and any person acting on its behalf: (i) are aware of the obligations in connection with money laundering under the Criminal Justice Act 1993; (ii) have identified its clients in accordance with the Regulations; and (iii) have complied and will continue to comply with its obligations pursuant to the Regulations, the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002, the Anti Terrorism, Crime and Security Act 2001 and the Terrorism Act 2000 (as amended) (together with the provisions of the Money Laundering Source book of the FCA and the manual of guidance produced by the Joint Money Laundering Steering Group in relation to financial sector firms), and any order, secondary legislation, notice or guidance issued thereunder) to the extent applicable to it;
· the exercise by Stockdale of any rights or discretion under the Placing Agreement shall be within the absolute discretion of Stockdale and Stockdale need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and it agrees that it has no rights against Stockdale or the Company and any of their respective members, directors, officers, employees, advisers and agents under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;
· it agrees that time shall be of the essence as regards its obligations pursuant to these Terms and Conditions;
· it acknowledges that the Company, Stockdale, their respective members, directors, officers, employees, advisers and agents will rely upon the truth and accuracy of the confirmations, acknowledgements, representations and warranties contained in these Terms and Conditions;
· it irrevocably appoints any member or director of Stockdale as its agent for the purpose 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 the Placing Shares comprised in its Placing participation;
· it will not distribute the Prospectus or this Announcement (including this Appendix), and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make and do make the statements in these Terms and Conditions) for investment purposes only;
· these Terms and Conditions are entered into, and the contract entered into, between the Placee and Stockdale pursuant hereto shall constitute a legally binding contract;
· it has not and will not make any offer to the public of the Placing Shares for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004, as amended;
· it will indemnify and hold harmless Stockdale, its affiliates and their respective members, directors, officers, employees, advisers and agents 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 these Terms and Conditions; and
· all notices, remittances and documents of title are sent to the Placee or its agent at its own risk.
The above confirmations, acknowledgements and agreements will survive completion of the Placing. Stockdale shall be entitled to exercise any of its rights under the Placing Agreement or any other right in its absolute discretion without any liability to Placees including, without limitation, the extension of any time limit, waiver in full or in part of any condition or term in the Placing Agreement or the termination of the Placing Agreement if any condition therein has not been satisfied.
The distribution of these Terms and Conditions to any person who does not fall within the descriptions set out above is not permitted by Stockdale and may contravene the FSMA. No person falling outside the categories of permitted recipient set out above should treat this Announcement (including this Appendix) as constituting a promotion to him or her, or accept, respond to, rely or act on it for any purposes whatsoever.
In respect of the Placing, Stockdale is not acting for any person other than the Company and will not regard any person other than the Company as its customer for the purposes of the rules of the FCA and none of Stockdale, its affiliates and their respective members, directors, officers, employees, advisers or agents will be responsible for providing advice to any person other than the Company in relation to the Placing. Accordingly, Stockdale will not be responsible to any person other than the Company for providing the protections afforded to customers of Stockdale.
Stockdale confirms that, in relation to the arrangements referred to herein, it is acting in the provision of corporate finance services to the Company for its own account, within the meaning of the Rules, and Stockdale is an authorised person for the purposes of the FSMA. These Terms and Conditions are issued by Stockdale, which is acting as broker and financial adviser to the Company in relation to the Placing. Stockdale will receive a commission in relation to its services to the Company in connection with the Placing.
All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. Stockdale shall notify the Placees and any person acting on behalf of the Placees of any changes.
The rights and remedies of Stockdale and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
This information is provided by RNS