Entertainment One (LON:ETO)

Entertainment One (LON:ETO)


Share Price
448.80 p
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Market Cap
£2,229.87 m
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Entertainment One RNS Release

Proposed placing


RNS Number : 9663V
Entertainment One Ltd
11 April 2019
 

THIS ANNOUNCEMENT INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY PROVINCE OR TERRITORY OF CANADA OTHER THAN ONTARIO, QUEBEC, ALBERTA, MANITOBA AND BRITISH COLUMBIA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

11 April 2019

Entertainment One Ltd. ("eOne" or the "Company")

Proposed placing of new common shares to raise approximately £130 million

·     eOne to acquire 100% of UK-based Audio Network Limited ("Audio Network"), one of the world's largest independent creators and publishers of original high-quality music for use in film, television, advertising and digital media, with streamlined owned rights (the "Acquisition")

·      The Acquisition enhances eOne's presence in music, a rapidly growing sector, with attractive growth that is complementary to eOne's music, film, television and family brands businesses

·      Audio Network has an attractive financial profile, including revenue of £29m (growing 13% versus prior year), reported EBITDA of £11m (reported EBITDA margin of 35% margin) and £10m profit before tax, for the twelve-month period ended 30 June 2018 with total gross assets of £18m as of 30 June 2018

·      Recurring and predictable cash flow from subscription revenue and royalty collections support strong free cash flow conversion of approximately 90% for the twelve-month period ended 30 June 2018

·      The combined business is expected to create scale, synergies and revenue opportunities across eOne

·      Key management, including co-founder Andrew Sunnucks and CEO Robb Smith will join the senior management team of eOne's Music business, led by Chris Taylor, and continue to drive execution of Audio Network's strategy and day-to-day operations

·     Enterprise value of £165m on a cash-free and debt-free basis, represents a multiple of 15x Audio Network's last 12 months' reported EBITDA of £11m as of 30 June 2018

·      Aggregate consideration of £178m comprised of approximately £165m acquisition of Audio Network and £13m acquisition of cash and cash equivalents net of working capital items, interest, and other transaction adjustments, acquired at completion which is expected on or before 18 April 2019 ("Completion")

 

·   Cash consideration to be financed by the proceeds of the Placing (as defined below) of approximately £130m before expenses with the remainder expected to be financed by a debt financing and the issue of Common Shares in eOne to Key Management

·    Acquisition is targeted to be EPS accretive in the current financial year ending 31 March 2020, including revenue opportunities and cost synergies

·      Proforma leverage for the Acquisition is targeted at approximately 1.9x as of 31 March 2019, reducing in subsequent years

eOne today announces its intention to conduct the non pre-emptive cash placing of new common shares in the Company to institutional investors (the "Placing") to raise approximately £130m, before expenses, (the "Gross Proceeds"), which represents approximately 6 per cent. of the Company's market capitalisation based on the Company's market capitalisation as of 10 April 2019.

Further details of the Acquisition are contained in the separate announcement being made by the Company today. The total fundraise of approximately £191m will be used to fund the aggregate consideration of £178m for the Acquisition, Acquisition fees and expenses, provides balance sheet flexibility for future bolt on acquisitions and general corporate purposes. The fundraise will be financed by the proceeds of the Placing, a £52m term loan provided by JPMorgan Chase, N.A. and the issue of the Subscription Shares equating to approximately £9m. Pro forma leverage for the Acquisition is targeted at approximately 1.9x as of 31 March 2019, reducing in subsequent years.

The Placing is not conditional upon completion of the Acquisition. If one or more conditions to the Acquisition are not satisfied and completion of the Acquisition does not occur, the Company's board of directors will consider, in the best interests of shareholders as a whole, whether to retain the proceeds of the Placing to be utilised for other investment opportunities and/or for the repayment of existing debt, or to return some or all of the proceeds pro rata to shareholders (including those who did not participate in the Placing), in the most efficient manner from a taxation perspective, in accordance with applicable law.

Details of the Placing

The Placing is being conducted, subject to the terms and conditions set out in the Appendix, through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this announcement. J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Investec Bank plc ("Investec") are acting as joint bookrunners (the "Bookrunners") and Canaccord Genuity Limited is acting as a lead manager ("Canaccord" and together with the Bookrunners, the "Banks") in respect of the Placing. The Bookbuild will open with immediate effect following this announcement.

The price at which Placing Shares (as defined below) are to be placed (the "Placing Price") will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild, the Placing Price and allocations are at the discretion of eOne and the Bookrunners. The Company intends to place an amount of common shares equal to the Gross Proceeds divided by the Placing Price (the "Placing Shares"). Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild and are expected to be announced on 12 April 2019. The Placing is not underwritten.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing common shares of no par value in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Applications will be made for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 16 April 2019 (or such date as may be agreed between the Company and the Bookrunners). The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and the Banks not being terminated in accordance with its terms prior to Admission.

The Appendix to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, 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 herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

Contacts

Entertainment One Ltd.

Joseph Sparacio, Chief Financial Officer

Patrick Yau, Head of Investor Relations

+44 (0) 20 3714 7931

J.P. Morgan Cazenove   

Hugo Baring
Bill Hutchings
Edward Digby

 

+44 (0) 20 7742 4000

Investec Bank plc   

Patrick Robb

Sara Hale
Neil Coleman

 

+44 (0) 20 7597 5970

Canaccord

Sam Lucas

Ben Griffiths

+44 (0) 20 7523 8000

 

About eOne

Entertainment One Ltd. (LSE:ETO) is a global independent studio that specialises in the development, acquisition, production, financing, distribution and sales of entertainment content. The Company's diversified expertise spans across film, television and music production and sales; family programming, merchandising and licensing; digital content; and live entertainment. Through its global reach and expansive scale, powered by deep local market knowledge, the Company delivers the best content to the world. 

 

Entertainment One's robust network includes international feature film distribution company Sierra/Affinity; Amblin Partners with DreamWorks Studios, Participant Media, and Reliance Entertainment; Makeready with Brad Weston; unscripted television production companies Whizz Kid Entertainment and Renegade 83; live entertainment leaders Round Room Entertainment; world-class music labels Dualtone Music Group and Last Gang; and award-winning emerging content and technology studio Secret Location.

IMPORTANT NOTICE:

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of MAR) prior to its release as part of this announcement.   The person responsible for arranging release of this information on behalf of eOne is Edward Parry.

In addition, market soundings (as defined in MAR) were taken in respect of the Placing and the Acquisition with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this announcement and the separate announcement in respect of the Acquisition being made by the Company today.  Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, New Zealand, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, New Zealand, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, New Zealand, Japan or the Republic of South Africa.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities in any province or territory of Canada other than the Provinces of Ontario, Québec, Alberta, Manitoba and British Columbia and in those provinces, only to purchasers that are not individuals and that qualify as both an "accredited investor" and a "permitted client" under applicable Canadian securities laws.  This announcement does not constitute an "offering memorandum" within the meaning of the securities laws of any province or territory of Canada.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the Placing Shares, this announcement or any other document connected with the Placing has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement or any other document connected with the Placing.  Any representation to the contrary is a criminal offence in the United States.

The Banks are each authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority.

Each of the Banks is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any matters, transactions or arrangements referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, none of the Banks accept any responsibility whatsoever or make any representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement shall be read as a promise or representation in this respect whether as to the past or future. The Banks accordingly disclaim all and any liability whatsoever arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. 

Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement. This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing.  This announcement and the information contained herein are for information purposes only and are directed only at (a) persons in member states of the European Economic Area who are qualified investors as defined in section 86(7) of FSMA ("Qualified Investors") being persons falling with the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); (b) in the United Kingdom, to Qualified Investors who are 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 together being referred to as "Relevant Persons").  Any investment or investment activity in connection with the Placing will be available to, and will only be engaged with, Relevant Persons.  Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA.  This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.  Persons needing advice should consult an independent financial adviser.

This announcement has been issued by, and is the sole responsibility of Entertainment One Ltd. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither the contents of eOne's website nor any website accessible by hyperlinks on eOne's website is incorporated in, or forms part of, this announcement.

This announcement should not be considered a recommendation by the Banks or any of their respective directors, officers, employees, advisers or affiliates in relation to any purchase of or subscription for securities.  None of the Banks, nor any of their respective directors, officers, employees, advisers or affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or beliefs contained in this announcement (or any part hereof).  None of the information in this announcement has been independently verified or approved by the Banks or any of their respective directors, officers, employees, advisers or affiliates.  Save in the case of fraud, no liability is accepted by the Banks or any of their respective directors, officers, employees, advisers or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.  No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such announcements must not be relied on as having been authorised by the Company or any of the Banks.  Subject to the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR, the issue of this announcement and any subsequent announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct as at any subsequent date.

This announcement (including the Appendix) contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, the Banks or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules or MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement (including the Appendix).  The information in this announcement is subject to change without notice.

The Placing Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange.

In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise.  Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity.  In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares.  The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Company's common shares may decline and investors could lose all or part of their investment; the Company's common shares offer no guaranteed income and no capital protection; and an investment in the Company's common shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY PROVINCE OR TERRITORY OF CANADA OTHER THAN ONTARIO, QUEBEC, ALBERTA, MANITOBA OR BRITISH COLUMBIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT (THE "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 (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE 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"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT  MAY  OTHERWISE  BE  LAWFULLY  COMMUNICATED (TOGETHER "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) WHO ARE NOT QUALIFIED INVESTORS AND IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO QUALIFIED PERSONS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM) AND TO RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE RELEASE, REPRODUCTION OR DISTRIBUTION OF THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX, IN WHOLE OR IN PART, AND THE PLACING AND/OR ISSUE OF THE PLACING SHARES IS NOT PERMITTED IN THE UNITED STATES OR ANY PROVINCE OR TERRITORY OF CANADA OTHER THAN THE PROVINCES OF ONTARIO, QUEBEC, ALBERTA, MANITOBA OR BRITISH COLUMBIA (AND IN THOSE PROVINCES ONLY TO PURCHASERS THAT ARE NOT INDIVIDUALS AND THAT QUALIFY BOTH AS AN "ACCREDITED INVESTOR" AND A "PERMITTED CLIENT" UNDER APPLICABLE CANADIAN SECURITIES LAWS) AND MAY ALSO BE RESTRICTED IN CERTAIN OTHER JURISDICTIONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX DO NOT CONSTITUTE AN "OFFERING MEMORANDUM" WITHIN THE MEANING OF THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.

THE PLACING SHARES AND DEPOSITORY INTERESTS IN RESPECT OF SUCH PLACING SHARES (THE "PLACING SHARES") HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY OFFERING OF THE PLACING SHARES TO BE MADE IN THE UNITED STATES WILL BE MADE ONLY TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BANKS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

Persons who are invited to and who choose to participate in the placing (the "Placing") of new common shares of no par value in the capital of Entertainment One Ltd. (the "Company") (the "Common Shares") and depository interests in respect of Common Shares (the "Placing Shares"), by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees"), will (i) be deemed to have read and understood this Announcement, including this Appendix and in its entirety; and (ii) be making such offer on the terms and conditions of the Placing contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(i)         if in a member state of the EEA (other than the United Kingdom), it is a Qualified Investor and if in the United Kingdom, is a Relevant Person (as each term is defined above) and undertakes that it will subscribe for, acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(ii)        it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" (as defined under Regulation S under the US Securities Act) in compliance with Rule 903 or Rule 904 of Regulation S and is acquiring beneficial interests in the Placing Shares for its own account or (ii) a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act, is acquiring beneficial interests in the Placing Shares for its own account and will duly execute a US investor letter in a form provided to it (the "US Investor Letter") by and deliver the same to one of the Banks or its affiliates;

(iii)       if in Canada, it is resident or located in one of the Provinces of Ontario, Québec, Alberta, Manitoba or British Columbia (a "Canadian Investor") and it and each person on whose behalf it is participating is not an individual and qualifies as both an "accredited investor" as defined in National Instrument 45-106 of the Canadian Securities Administrators or Section 73.3 of the Securities Act (Ontario), as applicable, and a "permitted client" as defined in National Instrument 31-103 of the Canadian Securities Administrators and will duly execute a Canadian investor letter in a form provided to it (the "Canadian Investor Letter") by, and deliver the same to, one of the Banks or its affiliates;

(iv)       if acquiring Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(v)      if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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 Qualified Investors, or in circumstances in which the prior consent of the Banks (as defined below) has been given to each such proposed offer or resale.

The Company and the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No prospectus has been or will be cleared in respect of the Placing Shares by the securities regulatory authority of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada other than the Provinces of Ontario, Québec, Alberta, Manitoba and British Columbia.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan, the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Details of the Placing Agreement and the Placing Shares

J.P. Morgan Securities plc (which carries on its UK Investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Investec Bank plc are acting as joint bookrunners (together, the "Joint Bookrunners" and each a "Joint Bookrunner"), and Canaccord Genuity Limited ("Canaccord") is acting as co-lead manager in connection with the Placing (the Joint Bookrunners and Canaccord, together, the "Banks" and each a "Bank") and have entered into a placing agreement with the Company (the "Placing Agreement") under which they have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares on the terms and subject to the conditions set out therein.

Each of the Banks has severally (and not jointly or jointly and severally) agreed with the Company, that in the event of any default by any Placee in paying the Placing Price (as defined below) in respect of any Placing Shares allotted to it, to take up such Placing Shares themselves at the Placing Price in each case in the agreed proportions as set out in the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid at the Placing Price and will rank pari passu in all respects with the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Common Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

To the extent that Placing Shares are delivered through CREST (as defined below), they will be in the form of depositary interests (see "Registration and settlement" below).

Applications for listing and admission to trading

Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission").

It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 16 April 2019 (or such later time and/or date as the Joint Bookrunners may agree with the Company) (the "Closing Date") and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Banks will today commence the accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees and the Placing Price (as defined below). 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 in respect of any Placing Shares.

The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

 

Participation in, and principal terms of, the Placing

 

1.       The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as banks and agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks. Each of the Banks and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

2.       The Bookbuild will, if successful, establish a single price payable in respect of the Placing Shares to the Banks by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Banks and the Company following completion of the Bookbuild and will be recorded in a pricing agreement entered into between them (the "Pricing Agreement"). Any discount to the market price of the Common Shares will be determined subject to the provisions of the Listing Rules of the FCA (the "Listing Rules"). The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service (as defined in the Listing Rules) following completion of the Bookbuild.

3.       To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 7 below.

4.     A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Banks' 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 Company and the Banks, to pay to them (or as the Banks 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 subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and the Banks.

5.        The Bookbuild is expected to close by 12 April 2019, but may be closed earlier or later at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.

6.       Each prospective Placee's allocation will be confirmed to Placees orally by the relevant Bank as soon as practicable following the close of the Bookbuild, and an electronic trade confirmation will be dispatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. The relevant Bank's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such prospective Placee (who will at that point become a Placee) in favour of such Bank and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of incorporation and articles of amalgamation.

7.         The Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 3 and 4 above, and subject to prior agreement with each other, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

8.         Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below in the section entitled "Registration and settlement".

9.     All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to in the section below entitled "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below in the section entitled "Right to terminate under the Placing Agreement".

10.    By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11.      To the fullest extent permissible by law, neither the Banks, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

12.       The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing.

13.       All times and dates in this Announcement may be subject to amendment. The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 Banks' obligations under the Placing Agreement are conditional on customary conditions including (amongst others) that:

1.       the representations and warranties on the part of the Company contained in the Placing Agreement are true and accurate and not misleading on and as at the date of the Placing Agreement and at the time of execution of the Pricing Agreement and immediately before Admission;

2.        the Company has complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;

3.        the Pricing Agreement has been executed and delivered by the Company and each of the Banks;

4.        the publication of the results of the Placing via a regulatory information service by no later than 8.00 a.m.  on 12 April 2019 (or such later time and/or date as the Joint Bookrunners may agree with the Company);

5.    the Company allotting, subject only to Admission, the Placing Shares to Placees in accordance with the Placing Agreement; and

6.        Admission occurring no later than 8.00 a.m. on 16 April 2019 (or such later time and/or date as the Joint Bookrunners may agree with the Company),

(the "Conditions").

If: (a) any of the Conditions are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (b) the Placing Agreement is terminated in the circumstances specified in the section below entitled "Right to terminate under the Placing Agreement", 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 or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

The Joint Bookrunners (if they both agree) 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 or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save for certain of the Conditions (including Conditions 3 and 6 above) that may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

None of the Banks, nor the Company, 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 they 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 Banks.

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances including (amongst other things):

1.         if any statement contained in the announcements and certain other documentation relating to the Placing and the Acquisition (or any amendment or supplement thereto) (together, the "Placing Documents") has become or is discovered to be untrue, inaccurate or misleading; or

2.         where matters have arisen which would, if the Placing Documents were to be issued at that time, constitute a material inaccuracy therein or an omission therefrom; or

3.       if any of the Conditions has (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and having not been waived if capable of being waived by the Joint Bookrunners; or

4.      the Company's application for Admission has been withdrawn by the Company and/or refused by the FCA or London Stock Exchange (as appropriate); or

 

5.         the occurrence of a specified material adverse change or certain force majeure events.  

 

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, each Placee agrees that (i) the exercise by any of the Joint Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described in the sections entitled "Right to terminate under the Placing Agreement" and "Conditions of the Placing" above, and its participation will not be capable of rescission or termination by it after oral confirmation by the Banks of the allocation and commitments following the close of the Bookbuild.

Lock-up arrangements

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 100 days after the Closing Date, it will not, without the prior written consent of the Joint Bookrunners directly or indirectly offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Common Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Common Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) or take any steps to consolidate or subdivide the Common Shares, subject to certain customary exceptions agreed between the Joint Bookrunners and the Company and provided that the foregoing lock-up arrangements shall not prevent or restrict the allotment and issue of (i) Placing Shares to Placees pursuant to the Placing; (ii) Common Shares subscribed for as part of the consideration for the Acquisition; (iii)(a) the granting or exercise of options or other rights related to Common Shares; (iii)(b) Common Shares issued pursuant to the exercise of options; and/or (iv) the issue of Common Shares to non-executive Directors in accordance with their remuneration arrangements, in the case of (iii)(a) and/or (iii)(b) where such share option schemes or options are in existence on the Closing Date and have been publicly disclosed by the Company.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or Admission and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Placees' commitments will be made solely on the basis of the information contain in this Announcement (including this Appendix), the separate announcement released by the Company today in respect of the Acquisition (the "Acquisition Announcement") and all other publicly available information previously published by the Company by notification to a Regulatory Information Service prior to the date of this announcement or otherwise filed by the Company ("Exchange Information") and subject to the further terms set forth in the electronic contract note and/or electronic trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or the Banks or any other person and none of the Company, the Banks, nor any of their respective affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: CA29382B1022) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), in the form of depositary interests representing the Placing Shares, subject to certain exceptions. The Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the closing of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent an electronic trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank 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 or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Bank.

The Company will deliver the Placing Shares to a CREST account operated by J.P. Morgan Cazenove.  Any Placing Shares for Canadian Investors will be delivered by Canaccord once they receive shares from J.P. Morgan Cazenove. The input to CREST by a Placee of a matching or acceptance instruction with the relevant Bank will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 12 April 2019 in accordance with the instructions set out in the electronic trade confirmation.

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 Banks may agree that the Placing Shares should be issued in certificated form.  The Banks reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Banks' 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 will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Bank all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bank lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that a copy of the electronic trade confirmation is sent, immediately upon receipt, to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Banks nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as underwriters of the Placing Shares and Banks and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

General

1.         it has read and understood each of this Announcement (including this Appendix) and the Acquisition Announcement in their entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise;

2.         the Common Shares are listed on the premium listing segment of the Official List and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

3.         the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. None of the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Banks on an after-tax basis in respect of any Indemnified Taxes;

No distribution of Announcement

4.         it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement (including this Appendix) and the Acquisition Announcement or any part of them, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents and it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;

No prospectus

5.         no prospectus or other offering document has been or will be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

Placing not conditional on completion of the Acquisition

6.         the Placing is not conditional on completion of the Acquisition and that the Acquisition is dependent upon certain conditions being satisfied and that accordingly neither the Company nor the Banks warrant or represent that the Acquisition will complete;

Purchases by Banks for their own account

7.         in connection with the Placing, the Banks and any of their affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Banks or any of their affiliates acting in such capacity;

8.         each of the Banks and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Banks and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

9.         the Banks do not intend to disclose the extent of any investment or transactions referred to in paragraphs 7 and 8 above otherwise than in accordance with any legal or regulatory obligation to do so;

No fiduciary duty or client of the Banks

10.       the Banks do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

11.       its participation in the Placing is on the basis that it is not and will not be a client of any of the Banks in connection with its participation in the Placing and that the Banks 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;

No responsibility of the Banks for information

12.       the content of this Announcement and the Acquisition Announcement are exclusively the responsibility of the Company and that none of the Banks, nor their respective affiliates nor any person acting on behalf of any of them is responsible for or has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or the Acquisition Announcement or any Exchange Information, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Placing

13.      

(a)        the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in this Announcement (including the Appendix), the Acquisition Announcement or any Exchange Information (save that in the case of Exchange Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 13(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

(b)        it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Banks or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in this Announcement, the Acquisition Announcement or the Exchange Information or otherwise;

(c)        none of the Banks, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Banks, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and

(d)        none of the Banks or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.

provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

Conducted own investigation and due diligence

14.       it may not rely, and has not relied, on any investigation that the Banks, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing, the Acquisition or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Acquisition, the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement, the Acquisition Announcement, the Exchange Information or any other information;

15.       in making any decision to subscribe for Placing Shares it:

(a)        has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

(b)        will not look to the Banks for all or part of any such loss it may suffer;

(c)        is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d)        is able to sustain a complete loss of an investment in the Placing Shares;

(e)        has no need for liquidity with respect to its investment in the Placing Shares;

(f)         has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g)        has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

Capacity and authority

16.       it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix;

17.       it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a)        duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b)        and will remain liable to the Company and/or the Banks for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

18.       it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions that apply to it and that it has fully observed such laws, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

19.       where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

Excluded territories

20.       the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

21.       the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

22.       unless otherwise specifically agreed with the Banks, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada other than the Provinces of Ontario, Québec, Alberta, Manitoba and British Columbia;

23.       it may be asked to disclose in writing or orally to the Banks:

(a)        if he or she is an individual, his or her nationality; or

(b)        if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

Compliance with Canadian securities laws

24.       if in Canada, it is resident or located in one of the Provinces of Ontario, Québec, Alberta, Manitoba or British Columbia and it and each person on whose behalf it is participating is not an individual and qualifies as both an "accredited investor" as defined in National Instrument 45-106 of the Canadian Securities Administrators or Section 73.3 of the Securities Act (Ontario), as applicable, and a "permitted client" as defined in National Instrument 31-103 of the Canadian Securities Administrators and will duly execute a Canadian Investor Letter and deliver the same to one of the Banks or its affiliates;

25.       any resale or transfer of the Placing Shares will be subject to restrictions under applicable Canadian securities laws, which may in some circumstances apply to resales made outside of Canada, and must be made in accordance with, or pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of those laws.  Unless permitted under Canadian securities laws, it must not trade the Placing Shares before the date that is four months and a day after the later of the day on which the Placing Shares are distributed and the date the Company became a reporting issuer in any province or territory of Canada, and if it is located or resident in the Province of Manitoba, that it may not resell the Placing Shares unless such further sale is made: (a) with the prior written consent of the Manitoba Securities Commission (the "MSC"); (b) not earlier than 12 months plus a day after the date on which it acquired such Placing Shares; (c) after the Company has filed a prospectus with the MSC with respect to the Placing Shares and has obtained a receipt therefor; or (d) pursuant to and in compliance with an exemption from the prospectus requirements contained in applicable Manitoba securities laws or in a transaction that is not subject to such prospectus requirements;

26.       the Placing Shares will be delivered in electronic form and settled in CREST and therefore will not bear any restrictive legend; accordingly, it will be responsible for determining if a subsequent trade of the Placing Shares is in compliance with Canadian securities laws and that it has been advised to seek Canadian legal advice prior to any resale of Placing Shares;

Compliance with US securities laws

27.       it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" (as defined under Regulation S) in compliance with Rule 903 or Rule 904 of Regulation S or (ii) a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act and will duly execute a US Investor Letter and deliver the same to one of the Banks or its affiliates;

28.       the Placing Shares are being subscribed for investment purposes, and not with a view to offer, resell or distribute within the meaning of US securities laws;

29.       none of it, its affiliates or anyone acting on its or their behalf is acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act) or directed selling efforts (as defined in Regulation S under the US Securities Act);

Compliance with EEA selling restrictions, the Prospectus Directive and MAR

30.       if in a member state of the EEA, unless otherwise specifically agreed with the Banks in writing, it is a Qualified Investor;

31.       it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

32.       if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed for 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 EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each proposed offer or resale;

Compliance with FSMA and the UK financial promotion regime

33.       if in the United Kingdom, it is a Relevant Person;

34.       it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");

35.       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;

36.       it has complied and will comply with all applicable provisions of FSMA and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR") with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

Compliance with laws

37.       if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

38.       it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), 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 the Money Laundering Sourcebook of the FCA 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;

Depositary receipts and clearance services

39.       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;

Undertaking to make payment

40.       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 subscribers or sold as the Banks 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 will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

Issue through CREST

41.       understands that the Placing Shares are expected to be issued to it through CREST in the form of depositary interests representing the Placing Shares;

Allocation

42.       its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Banks or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

No recommendation

43.       none of the Banks, nor any of their respective affiliates, nor any person acting on behalf 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;

Inside information

44.       if it has received any inside information about the Company in advance of the Placing, it has not:

(a)        used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b)        used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

(c)        disclosed such information to any person, prior to the information being made publicly available;

Rights and remedies

45.       the rights and remedies of the Company and the Banks under the terms and conditions in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and

Governing law and jurisdiction

46.       these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, 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 England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each of the Banks and are irrevocable. The Banks, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

Indemnity

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Banks and their respective affiliates 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.

Taxation

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Banks will be responsible and the Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Banks in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Banks accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and the Banks are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Banks and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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