AstraZeneca PLC - Proposed placing of new ordinary shares
This announcement contains inside information
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN
Proposed placing of new ordinary shares
AstraZeneca announces today its intention to raise up to approximately
The net proceeds of the proposed Placing are intended to be used: (i) to fund upfront and near-term payments in respect of the Company's global development and commercialisation collaboration agreement with Daiichi Sankyo
The net impact of the Transaction and the Placing is expected to be neutral to AstraZeneca's Core Earnings Per Share (EPS) in 2019, growing Core EPS accretion from 2020 to a significant contribution in 2023. AstraZeneca reconfirms its 2019 Product Sales and Core EPS guidance at constant exchange rates post-placing and transaction and confirms there is no change to the Company's progressive dividend policy.
Further details in respect of the Transaction were announced today and can be found on https://www.astrazeneca.com/investor-relations/stock-exchange-announcements.html. The Transaction will become effective on
The collaboration with Daiichi Sankyo is expected to reinforce AstraZeneca's science-led strategy in Oncology that is based on four key scientific platforms: tumour drivers & resistance, DNA damage response, Immuno-Oncology and antibody drug conjugates. It is also consistent with the Company's financial objectives and investment priorities.
The Company is committed to maintaining its strong, investment-grade credit ratings and the Transaction and the Placing have been structured as part of its deleveraging priority. As such, the remainder of the net Placing Proceeds will be used to reduce the Company's net indebtedness, including the provision of funds to meet the upcoming maturity of the Company's
The Company has consulted with a number of its leading shareholders regarding the rationale for the Placing and its non-pre-emptive nature ahead of this announcement. The proposed issue and allotment of the Placing Shares will be within the existing shareholder authorities granted to the Company at its annual general meeting held on
The Board's general capital-allocation policies remain unchanged, striking a balance between the interests of the business, financial creditors and the Company's shareholders. After providing for investment in the business, supporting the progressive dividend policy and maintaining a strong, investment-grade credit rating, the Board will review potential investment in immediately earnings-accretive, value-enhancing opportunities.
The Core EPS impact of the Transaction is expected to be neutral in 2019, growing Core EPS accretion from 2020 to a significant contribution in 2023. As such, the Company considers it appropriate to make an exception to the aforementioned 'immediately-accretive' capital-allocation policy. As a result, the Transaction and the Placing do not affect the Company's financial guidance for 2019. Payments from Daiichi Sankyo will be recorded as Collaboration Revenue (formerly Externalisation Revenue) in the Company's financial statements.
Details of the Placing
Goldman Sachs International (Goldman Sachs) and
(Morgan Stanley) are acting as joint global coordinators and joint bookrunners on behalf of the Company in connection with the Placing.
The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will today commence a book-building process in respect of the Placing (the Bookbuilding Process). The price per ordinary share at which the Placing Shares are to be placed (the Placing Price) will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following publication of this Announcement. The timing of the closing of the book, pricing and allocations are at the joint discretion of the Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the
This Announcement should be read in its entirety. In particular, the information provided in the Important Notices section of this Announcement should be read and understood and the reader's attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions of the Placing contained therein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
All investors who participate in the Placing will be required to indicate whether they wish to settle their allocation in Sterling or in US dollars at the same time as they place their order. The Placing Price in Sterling and US dollars will be provided by the Bookrunners at the time of communicating allocations to the Placees. The Placing Price in US dollars will be based on the WM/Reuters mid-point Dollar/Sterling exchange rate at the first hourly fixing time after the closing of the Bookbuilding Process
AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism and Respiratory. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. For more information, please visit astrazeneca.com and follow us on Twitter @AstraZeneca.
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+44 203 749 5916
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+44 203 749 5821
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+44 203 749 5906
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+44 203 749 5762
Christina Malmberg Hägerstrand
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+46 8 552 53 106
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+1 302 885 2677
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+44 203 749 5712
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BioPharma - Cardiovascular; Metabolism
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BioPharma - Respiratory; Renal
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Finance; Fixed Income
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Subject to certain limited exceptions, this Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from
The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. The information contained in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this Announcement in whole or in part is unauthorised. Failure to comply with these restrictions may constitute a violation of the Securities Act or the applicable laws of other jurisdictions.
The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Act of
The offer and sale of the Placing Shares in
This Announcement is directed only at: (A) persons in member states of the European Economic Area (the EEA) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (
This Announcement, including the Appendix, has been issued by, and is the sole responsibility, of the Company. This Announcement is for information only and 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 in which such an offer or solicitation is unlawful, including without limitation,
No representation or warranty, express or implied, is or will be made as to, or in relation to, and aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder or any other applicable regulatory regime, no responsibility or liability is or will be accepted by Goldman Sachs or Morgan Stanley nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees, agents or advisers or any other person as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing (including, without prejudice to the generality of the foregoing, any such information or opinions or for any errors or omissions), and any liability therefore is expressly disclaimed.
Goldman Sachs and Morgan Stanley, each of which is authorised by the
This Announcement contains certain forward-looking statements, including within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934, as amended with respect to the operations, performance and financial condition of the Company and its group, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures. Although we believe our expectations are based on reasonable assumptions, any forward-looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. The forward-looking statements reflect knowledge and information available at the date of preparation of this document and AstraZeneca undertakes no obligation to update these forward-looking statements. We identify the forward-looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond our control, include, among other things: the loss or expiration of, or limitations to, patents, marketing exclusivity or trademarks, or the risk of failure to obtain and enforce patent protection; effects of patent litigation in respect of IP rights; the impact of any delays in the manufacturing, distribution and sale of any of our products; the impact of any failure by third parties to supply materials or services; the risk of failure of outsourcing; the risks associated with manufacturing biologics; the risk that R&D will not yield new products that achieve commercial success; the risk of delay to new product launches; the risk that new products do not perform as we expect; the risk that strategic alliances and acquisitions, including licensing and collaborations, will be unsuccessful; the risks from pressures resulting from generic competition; the impact of competition, price controls and price reductions; the risks associated with developing our business in emerging markets; the risk of illegal trade in our products; the difficulties of obtaining and maintaining regulatory approvals for products; the risk that regulatory approval processes for biosimilars could have an adverse effect on future commercial prospects; the risk of failure to successfully implement planned cost reduction measures through productivity initiatives and restructuring programmes; the risk of failure of critical processes affecting business continuity; economic, regulatory and political pressures to limit or reduce the cost of our products; failure to achieve strategic priorities or to meet targets or expectations; the risk of substantial adverse litigation/government investigation claims and insufficient insurance coverage; the risk of substantial product liability claims; the risk of failure to adhere to applicable laws, rules and regulations; the risk of failure to adhere to applicable laws, rules and regulations relating to anti-competitive behaviour; the impact of increasing implementation and enforcement of more stringent anti-bribery and anti-corruption legislation; taxation risks; exchange rate fluctuations; the risk of an adverse impact of a sustained economic downturn; political and socio-economic conditions; the risk of environmental liabilities; the risk of occupational health and safety liabilities; the risk associated with pensions liabilities; the impact of failing to attract and retain key personnel and to successfully engage with our employees; the risk of misuse of social medial platforms and new technology; and the risk of failure of information technology and cybercrime.
Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Any forward-looking statements in this Announcement reflect the Company's view with respect to future events as at the date of this Announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions. No assurances can be given that any forward-looking statements in this Announcement will be realised. The Company's actual performance may differ materially from the impression created by any forward-looking statements contained in this Announcement. In addition, even if the Company's actual performance is consistent with any forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The information contained in this Announcement is subject to change without notice and the Company does not undertake any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this Announcement to reflect events or circumstances after the date of this Announcement (except to the extent required by the
No statement in this Announcement is or is intended to be a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean or to imply that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical or published earnings per share of the Company. The price of the Company's shares and the Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS 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, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are located outside of
In particular, each such Non-US Placee represents, warrants and acknowledges that:
(a) 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;
(b) it is and, at the time the Placing Shares are acquired, will be outside
(c) 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 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
Each Placee located in
The Company and the Bookrunners will rely upon the truth and accuracy of foregoing representations, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the
The Placing Shares are being offered and sold outside
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of
The Bookrunners do not make any representation to any Placees regarding an investment in the securities referred to in this announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
Goldman Sachs and Morgan Stanley (together, the "Bookrunners") have entered into a placing agreement (the "Placing Agreement") with the Company under which they have severally agreed as agents for the Company to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Subject to the execution of a pricing agreement setting out the final number of Placing Shares to be issued and the final Placing Price (as defined below), following completion of the Bookbuilding Process (as defined below) (the "Pricing Agreement"), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have severally (and not jointly or jointly and severally) agreed to acquire such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.
The new ordinary shares in the Company to be issued in the Placing (the "Placing Shares") will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of
Application for listing and admission to trading
Application will be made to the
It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m, on
The Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. 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 Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally and not jointly or jointly and severally as Bookrunners and agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Bookrunners. Each of the Bookrunners and their respective affiliates are entitled to place orders as principal in the Bookbuilding Process.
2. The Bookbuilding Process, if successful, will establish a single price payable in respect of the Placing Shares (the "Placing Price") to the Bookrunners by all Placees orders are accepted (subject to paragraph 6 below). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunners and the Company following completion of the Bookbuilding Process and any discount to the market price of the Ordinary Shares will be determined in accordance with the listing rules of the
3. To place an order in the Bookbuilding Process, Placees should communicate their order to their usual sales contact at one of the Bookrunners. Each order 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 Bookrunners or at prices up to a price limit specified in its order. Orders may be scaled down by the Bookrunners on the basis referred to in paragraph 6 below.
4. All investors who participate in the Placing will be required to indicate whether they wish to settle their allocation in Sterling or in US dollars at the same time as they place their order. The Placing Price in Sterling and US dollars will be provided by the Bookrunners at the time of communicating allocations to the Placees. The Placing Price in US dollars will be based on the WM/Reuters mid-point Dollar/Sterling exchange rate at the first hourly fixing time after the closing of the Bookbuilding Process
5. The Bookbuilding Process is expected to close no later than
6. The Bookrunners may choose to accept orders, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale back any orders for this purpose on such basis as they may determine. The Company reserves the right (upon agreement with the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the orders shall be at the relevant Bookrunner's absolute discretion, subject to agreement with the Company.
7. Each Placee's allocation will be confirmed to Placees orally by the relevant Bookrunner following the close of the Bookbuilding Process, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner 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 corporate documents.
8. The Company will make a further announcement following the close of the Bookbuilding Process, detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed.
9. Subject to completion of the Bookbuilding Process, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
10. An order in the Bookbuilding Process 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 relevant Bookrunner's 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 relevant Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the Bookrunners.
11. Except as required by law or regulation, no press release or other announcement will be made by the 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 Bookbuilding Process 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 Bookbuilding Process, 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, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the Placing or any matter or matters related thereto. In particular, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuilding Process, or of such alternative method of effecting the Placing as the 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 Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
(a) the warranties given by the Company to the Bookrunners in the Placing Agreement being true and accurate and not misleading at all times before Admission (or, if given as of a specific time, as of that time) by reference to the facts and circumstances then subsisting;
(b) the Company having complied with all of its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;
(c) the execution by the Company and the Bookrunners of the Pricing Agreement;
(d) the publication by the Company of the results of the Placing by way of
(e) the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and
(f) Admission occurring by not later than
The Placing is not conditional on completion of the Transaction.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Bookrunners may, at their 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 save that the above conditions relating to Admission taking place and the Company allotting and/or issuing, as applicable, the relevant Placing Shares may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Bookrunners nor any of their respective affiliates, agents, directors, officers or employees 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 Bookrunners.
Right to Terminate Under the Placing Agreement
The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including, inter alia, on: (i) a breach by the Company of the representations, warranties and undertakings given by the Company in the Placing Agreement, or on a failure of the Company to comply with any of its obligations in the Placing Agreement (which the Bookrunners consider material in the context of the Placing and/or Admission); (ii) a material adverse change or development likely to result in a material adverse change in the financial or trading position or prospects of the Company and/or its group; or (iii) on a significant change in national or international financial, political, economic or stock market conditions (primary or secondary), an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis, a suspension or material limitation in trading of the ordinary shares in the Company or securities generally on any stock exchange, any change in currency exchange rates or exchange controls or a disruption of settlement systems, or a material disruption in commercial banking as would, in the opinion of Bookrunners, make it impracticable or inadvisable to proceed with the Placing or prejudice dealings in the Placing Shares following Admission.
By participating in the Placing, Placees agree that the exercise by any Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner 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.
The Company has undertaken to the Bookrunners that, from the date of the Placing Agreement and for a period of 90 days following settlement in respect of the Placing, it will not (and it will ensure that none of its subsidiaries or affiliates will), without the prior written consent of the Bookrunners, (i) save for (a) the issue of ordinary shares pursuant to the exercise of existing employee share options, or (b) the grant in the ordinary course of share options to employees and management, or (c) the issue of the Placing Shares, directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of ordinary shares, whether any such swap, transaction, agreement or other event described in (i) or (ii) is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise.
No offering document or prospectus has been or will be submitted to be approved by the
Placees' commitments will be made solely on the basis of the information contained in this Announcement. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement 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 the Bookrunners or any other person and none of the Bookrunners or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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 the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0009895292) following Admission will take place within the system administered by
Following the closing of the Bookbuilding Process for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, if relevant, the Placing Price in dollars, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by Morgan Stanley as the Company's agent and Morgan Stanley will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction with the relevant Bookrunner will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on
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 Bookrunners may agree that the Placing Shares should be issued in certificated form. The Bookrunners 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.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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 such Placee's behalf. By communicating an order for Placing Shares, each Placee confers on the relevant Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered immediately on acquisition 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 and in particular provided there is no agreement for the sale of the Placing Shares between any such agent and the Placee, be so registered free from any liability to
Placees shall not be entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties - Non-US Placees
By participating in the Placing each Non-US Placee (and any person acting on such non-US Placee's behalf) (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for Placing Shares) irrevocably:
a.) represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
b.) acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and that it has not received a prospectus or other offering document in connection therewith;
c.) acknowledges that none of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, nor will provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;
d.) acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the premium listing segment of the Official List and are admitted to trading on the main market of the
e.) acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf 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 this Announcement or otherwise. Further, that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a
f.) acknowledges that it has relied on its own investigation of the business, financial or other position of the Company and its group in deciding to participate in the Placing;
g.) acknowledges that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company or its group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
h.) unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is not, and at the time the Placing Shares are acquired will not be, located in
i.) acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of
j.) unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of
k.) represents and warrants that it is subscribing for the Placing Shares for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Placing Shares within the meaning of
l.) represents and warrants that each of it and/or the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, located outside of
m.) represents and warrants that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except outside
n.) represents and warrants that it is located outside
o.) represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) 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;
p.) represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
q.) if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased 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 a Member State of the European Economic Area which has implemented the Prospectus Directive other than
r.) represents and warrants 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
s.) represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business 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 European Economic Area within the meaning of the Prospectus Directive;
t.) represents and warrants 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;
u.) represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the
v.) represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and 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 comply with 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 Appendix) and will honour such obligations;
w.) undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (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;
x.) acknowledges that none of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability 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 any Bookrunner and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
y.) undertakes 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. None of the Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners and their affiliates and their respective directors, officers and employees on an after-tax basis in respect of any Indemnified Taxes;
z.) acknowledges that any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of
aa.) agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;
bb.) represents and warrants that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;
cc.) represents and warrants if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; and
dd.) undertakes to irrevocably appoint the Company 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.
Representations and Warranties - US Placees
Each US Placee shall make specific representations, warranties and acknowledgements pursuant to a US investor representation letter which they will provided with by and required to sign and return to a Bookrunner.
Each Placee agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates, directors, officers and employees 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.
The agreement to settle a Placee's acquisition of Placing Shares (and/or the acquisition by a person for whom such Placee is contracting as agent) free of
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the
Holders of Ordinary Shares will be required to make certain certifications in order to deposit any Ordinary Shares into the Company's unrestricted American Depositary Receipt facility (the "ADR facility") maintained by
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner in respect of the Placing, any money held in an account with such Bookrunner 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
All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
The rights and remedies of the 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 or partial exercise of one will not prevent the exercise of others.
The information contained herein is not for publication or distribution, directly or indirectly, in or into
The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Act of
The Placing Shares will not be qualified for sale under the securities laws of any province or territory of
Goldman Sachs, which is authorised by the PRA and regulated by the PRA and the
Morgan Stanley, which is authorised by the PRA and regulated by the PRA and the
This information is provided by RNS, the news service of the
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