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S4 Capital PLC - Proposed Fundraising

RNS Number : 1323T
S4 Capital PLC
15 July 2020
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN S4 CAPITAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF S4 CAPITAL PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

 

15 July 2020

S4 CAPITAL PLC

("S4Capital" or the "Company") 

Proposed Fundraising

S4Capital plc (SFOR.L), the tech-led, new age, new era digital advertising and marketing services company, announces a proposed fundraising to raise gross proceeds of up to approximately £100 million, representing approximately 6.52 per cent. of the Company's existing issued share capital (the "Fundraising"). The Fundraising comprises a placing (the "Placing") of new ordinary shares of £0.25 each in the capital of the Company (the "Placing Shares") and, in conjunction with the Placing, all Directors of the Company intend to subscribe (the "Director Subscription") for new ordinary shares of £0.25 each in the capital of the Company (the "Directors' Shares").

The Placing, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") is available to qualifying new and existing investors and will be launched immediately following release of this announcement.

Directors' participation

All of the Directors of the Company intend to subscribe for Directors' Shares at the Placing Price (as defined below) pursuant to the Director Subscription for an aggregate amount of at least c.£21.1 million, of which at least £8 million is intended to be subscribed by Sir Martin Sorrell through a family investment company. The Directors' Shares will be subscribed for on the basis agreed with the Company, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this announcement.

A further announcement will be made once their participations have completed.

Trading update

S4Capital has separately today issued a trading and financing update (the "Trading Update") which provides further detail on its current financial position, including the announcement of:

·      May like-for-like gross profit up almost 5%, year-to-date like-for-like gross profit up over 12% and year-to-date pro-forma gross profit up almost 14%.

·      The Company continuing to believe April will be the trough month for 2020 and performance and momentum will increase in June and through H2.

·      Strong new business activity with two major pitches, both of which would be "whoppers" (more than 5% of the Company's revenue), if won.

·      The Board remaining confident of being able to deliver sector leading, double digit like-for-like revenue and gross profit growth for 2020, along with a reasonably strong operating earnings before interest, taxes, depreciation and amortisation margin.

·      Expansion of revolving credit facilities agreed with Barclays, Credit Suisse and JP Morgan to commit c.£39 million to the existing HSBC facility of c.£76 million, giving total revolver capacity of c.£70 million.

This announcement (together with the Appendix, the "Announcement") should be read in conjunction with the Trading Update.

Reasons for the Fundraising and the Use of Proceeds

The Board of S4Capital believes that the net proceeds from the Fundraising (together with the proposed extended banking facility) will allow the Company to execute deals in negotiations pro-actively and explore larger deals, as well as respond quickly and with agility to opportunities as they arise. Any transactions will continue to be in line with S4Capital's existing strategy, deal structure and value discipline (including 5-10X EBITDA and 1-2X Revenue multiples). The focus will continue to be on strong records of organic growth, consistently strong EBITDA margins and little or no risk of technological disintermediation.

To date the Company has announced 13 transactions, building out its practice areas in its core strategic pillars of Digital Content and Data & Programmatic, with the aim of becoming a tech-led, new age, new era, digital advertising and marketing services company. The Company continues to deliver in line with its mantra of "faster, better, cheaper". The Company has raised approximately £350 million since inception and currently has a market capitalisation of approximately £1.5 billion, reflecting a disciplined and strategic approach to deal-making and a highly efficient return on capital.

Approximately £50.7 million, in aggregate, of the gross proceeds of the Fundraising willbe used to fund the cash proportion of the initial or deferred consideration payable in relation to the Company's mergers or deals with Digodat, Lens10, MightyHive Korea (formerly Datalicious Korea), ConversionWorks, Caramel Pictures, Circus Marketing, Whitebalance, Progmedia, IMAgency, Firewood and BizTech, all of which the Directors determine to be acquisitions or other capital investments of a kind contemplated by the Pre-Emption Group's Statement of Principles.

S4Capital's unique approach to deal structure is built around the strategic importance of integration, in order to create a unitary structure. The Company typically structures each transaction 50% in cash and 50% in S4Capital ordinary shares, ensuring that entrepreneurial management teams are incentivised and motivated at a one firm level. 100% of the equity is purchased to avoid complex, fragmenting earnout structures, which encourages a seamless and instant integration, avoiding operational silos and internal competition.

This approach has contributed to the strong growth of the Company with gross profit up 361%, on a reported basis, up 51% like-for-like and up 47% pro-forma in 2019, the Company's first full year of operation. This growth has been enhanced by the strategic merger additions to the Company, with speedy integration adding a flywheel effect.

S4Capital entered 2020 with a strong deal pipeline and has already completed mergers with Circus Marketing (March 2020) and Digodat (July 2020) and signed a merger with Lens10 (June 2020). The Company continues to have a strong deal pipeline with three potential deals currently in due diligence: one in eCommerce around a major platform in the United States which is expected to be announced imminently, one in Digital Content in Germany and one in Analytics and Measurement in the United Kingdom. There are also several additional potential deals at a letter of intent negotiation stage and various early-stage discussions. The Board believes that despite the economic headwinds caused by covid-19, S4Capital, given its continued growth, is in a unique position to accelerate its acquisition strategy of merging with high-quality, complementary businesses, increasing its scale and capabilities and further stimulating growth.

Details of the Fundraising

HSBC Bank plc ("HSBC") and Dowgate Capital Limited ("Dowgate") are acting as joint global co-ordinators (the "Joint Global Co-ordinators" and HSBC, Dowgate and Jefferies International Limited ("Jefferies") are acting as joint bookrunners ("Joint Bookrunners") in connection with the Placing pursuant to an agreement entered into between the Company and the Joint Bookrunners dated 15 July 2020 (the "Placing Agreement").

The Placing, which is being conducted by way of an accelerated bookbuilding process available to qualifying new and existing investors, will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement

The Placing Shares and Directors' Shares (together the "Fundraising Shares") will, when issued, be subject to the Company's articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in issue in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Fundraising Shares.

The Fundraising will be non-pre-emptive and launched immediately following this Announcement. The number of Fundraising Shares and the price per Fundraising Share (the "Placing Price") will be determined at the close of the Bookbuild. The results of the Fundraising will be announced shortly thereafter on a Regulatory Information Service.

The Joint Bookrunners will determine the level of demand from potential investors for participation in the Placing. Any discount to the market price of the ordinary shares will be determined within the limits specified by the Listing Rules of the Financial Conduct Authority (the "FCA"), as published pursuant to Part 6 of the Financial Services and Markets Act 2000. The timing of the closing of the bookbuild and the decision to proceed with the Fundraising after the Bookbuild shall be agreed between the Joint Bookrunners and the Company.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.  

To bid for Placing Shares in the Placing, investors should communicate their bid by telephone to any of the Joint Bookrunners. If the number of applications exceeds the maximum number of Placing Shares available under the Fundraising it may be necessary to scale back applications. In such event, Placing Shares will be allocated at the discretion of the Joint Bookrunners in consultation with the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. 

Prior to launch of the Fundraising, the Company consulted with holders of a significant proportion of its shares on a wall-crossed basis to gauge their feedback as to the terms and rationale of the Fundraising. Feedback from this consultation was supportive and as a result the Board has chosen to proceed with the Fundraising. The Fundraising is being structured as a Bookbuild to minimise execution and market risk.

Applications will be made for the Fundraising Shares to be admitted to listing on the standard listing segment of the Official List of the FCA and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Subject to Admission becoming effective, it is expected that settlement of subscriptions in respect of the Fundraising Shares and trading in the Fundraising Shares will commence at 8.00 a.m. on 21 July 2020.

The Fundraising is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. (London time) on 21 July 2020 (or such later time and/or date, being not later than 8.00 a.m. (London time) on 28 July 2020, as the Joint Global Co-ordinators may jointly agree with the Company) and the Placing Agreement not being terminated in accordance with its terms before that time.

The above proposed dates may be subject to change at the discretion of the Company and the Joint Global Co-ordinators.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix.

Market Abuse Regulation ("MAR") information

This Announcement contains inside information for the purposes of and as defined in Article 7 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Sir Martin Sorrell, Executive Chairman. In addition, market soundings (as defined in MAR) were taken in respect of the Fundraising 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 Trading Update. 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.

Footnotes:

1.     The Company, in consultation with the Joint Bookrunners reserves the right to increase the number of shares in the Fundraising to satisfy demand.

2.     The amounts payable are in a variety of currencies, principally US dollars and so the pounds sterling amount is subject to change.

Enquiries:

S4Capital plc


+44 (0)20 3793 0003

Sir Martin Sorrell, Executive Chairman






Powerscourt (PR Adviser to S4Capital plc)


+44 (0)20 7970 246 725

Elly Williamson



Jessica Hodgson






HSBC Bank plc (Joint Global Coordinator, Joint Broker and

Joint Bookrunner to S4Capital plc)


+44 (0)20 7991 8888

Sam Barnett



Sam Hart






Dowgate Capital Limited (Joint Global Coordinator,

Joint Broker and Joint Bookrunner to S4Capital plc)


+44 (0)20 3903 7715

James Serjeant

David Poutney

 



Jefferies International Limited (Joint Bookrunner to S4Capital plc)


+44 (0)20 7029 8000

Tony White



Ben Wells



 

 

 

 

 

About S4Capital

S4Capital plc (SFOR.L) is the tech-led, new age, new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

 

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional and local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in three practice areas: first-party data, digital content, digital media planning and buying, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

 

Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2019 digital accounted for approximately 47.5% or $275 billion of total global advertising spend of $550-600 billion (excluding about $400 billion of trade support, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 55-60%.

 

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018, and with MightyHive, the market-leading programmatic solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

 

In April 2019, MightyHive merged with ProgMedia to expand operations into Latin America and MediaMonks acquired film studio Caramel Pictures to expand content studio capabilities. In June 2019, MediaMonks announced a planned merger with Australia-based BizTech, a leading marketing transformation and customer experience company. In August 2019, MediaMonks merged with Amsterdam-based digital influencer marketing agency IMA. In October 2019, MediaMonks merged with Firewood Marketing, the largest digital marketing agency based in Silicon Valley, that was recently ranked, along with MediaMonks, as one of the fastest growing agencies by Adweek, and MightyHive merged with award-winning UK-based digital analytics, biddable media and data science company ConversionWorks and South Korea-based data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks announced its merger with Delhi-based content creation and production company WhiteBalance and then with fully integrated digital agency Circus Marketing in January 2020. In July 2020, MightyHive merged with Digodat, one of the leading Latin American data and analytics consultancies. In June 2020, MightyHive announced its merger with Lens10, a leading Australian digital strategy and analytics consultancy.

 

Victor, Wesley, Pete, Christopher and Peter Rademaker (formerly Chief Financial Officer of MediaMonks, now Chief Financial Officer of S4Capital), all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Scott Spirit, Naoko Okumoto, Margaret Ma Connolly and Miles Young.

 

The Company has 2,600 people in 30 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a market capitalisation of approximately £1.5 billion (c.$1.9 billion), and would rank well into the FTSE 250. It has achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry.

 

Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over £16 billion on the day he left. Today its market capitalisation is £7.4 billion. Prior to that he was Group Financial Director of Saatchi & Saatchi Company plc for nine years.

IMPORTANT NOTICE

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

Fundraising 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 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. There is no intention to register any portion of the Fundraising in the United States or to conduct any public offering of securities in the United States or elsewhere.

All offers of Fundraising Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus. 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 Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Fundraising. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area and the United Kingdom who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (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 to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

The distribution of this Announcement (including the Appendix) and the offering of the Fundraising Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or the Joint Bookrunners 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of Germany and no offer to the public of the Fundraising Shares is being made into Germany pursuant to this Announcement. This offer of Fundraising Shares exclusively addresses German Professional Investors within the meaning of Art. 2 lit. e Prospectus Regulation / Annex II of MiFID II. This offer of Fundraising Shares will at no time be made to retail investors / consumers located in Germany. Neither the Company nor the circulation of any document in relation thereto has been approved by BaFin.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of the Netherlands and no general offer of the Fundraising Shares is being made into the Netherlands pursuant to this Announcement.

The Fundraising Shares may not be publicly offered in Switzerland and will not be admitted to trading or listed on SIX Swiss Exchange AG (together with SIX Exchange Regulation AG, and each individually, "SIX") or any other stock exchange or regulated trading venue in Switzerland. This Announcement (including the Appendix) has been prepared without regard to the disclosure standards for issuance prospectuses pursuant to article 652a or article 1156 of the Swiss Code of Obligations of March 30, 1911, as amended, or the disclosure standards for listing prospectuses pursuant to article 27 et seq. of the Listing Rules of SIX of October 25, 2018 or pursuant to the listing rules of any other stock exchange or regulated trading venue in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares may be publicly distributed in or into or otherwise made publicly available in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares or the Company has been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement has not been and will not be filed with and has not been and will not be approved or supervised by, the Swiss Financial Market Supervisory Authority (FINMA) or SIX. The investor protection afforded to acquirers of securities in Swiss public offerings does not extend to acquirers of the Fundraising Shares.

This Announcement has not been registered with, or approved by, the Gibraltar Financial Services Commission. The distribution of this Announcement in Gibraltar is made under one or more exemptions from the requirement to issue a prospectus under the Prospectuses Act 2005. The Prospectuses Act 2005 transposes the provisions of the EU Prospectus Directive 2003/71/EC, and applies the EU Prospectus Regulation 2017/1129, into Gibraltar law.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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

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 Fundraising. 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 investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which securities (including the Ordinary shares) have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Joint Bookrunners, any of their respective affiliates and/or any person acting on its or their behalf, may take up a portion of the Placing Shares in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners or any of their respective affiliates or any person acting on its or their behalf acting in such capacity. In addition, any of the Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which any of the Joint Bookrunners or any of their respective affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Furthermore, in the event that the Joint Bookrunners acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. None of the Joint Bookrunners, nor any of their respective affiliates nor any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business to the Company and/or its affiliates for which it would have received customary fees and commissions. The Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may provide such services to the Company and/or its affiliates in the future.

The Fundraising Shares to be issued or sold pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Notice to all investors

Dowgate and Jefferies are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). HSBC is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Dowgate, HSBC and Jefferies are each acting exclusively for the Company in connection with the Placing. Neither Dowgate, HSBC nor Jefferies will 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 transaction, matter or arrangement described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Dowgate, HSBC and Jefferies by FSMA or the regulatory regime established thereunder, none of Dowgate, HSBC, Jefferies nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Fundraising Shares, the Fundraising, and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Dowgate, HSBC and Jefferies and each of their respective affiliates, directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Announcement or any such statement.

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 information or representations must not be relied on as having been authorised by the Company or Dowgate or HSBC or Jefferies. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

Financial information

All financial information in this announcement is unaudited.Cautionary statement regarding forward-looking statements

 

This Announcement contains forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forward-looking statements contained in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the Company's control, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of this Announcement. Except as required by law, the Company, the Joint Bookrunners and their respective affiliates undertake no obligation to publicly release any update or revisions to the forward-looking statements contained in this Announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made.

Information to Distributors

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with the target market for the Placing 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 eligible distribution channels for dissemination of the Placing Shares, each as set out in this Announcement, as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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.

 

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.

ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM (THE "RELEVANT STATE") (THE "PROSPECTUS REGULATION"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN RELEVANT STATES WHO ARE DEFINED AS QUALIFIED INVESTORS IN THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER") OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

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

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any new ordinary shares ("Placing Shares") in the capital of S4Capital plc (the "Company") in any jurisdiction in which any such offer or solicitation would be unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.

The Placing Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States.

The distribution of this Announcement, the placing of the Placing Shares (the "Placing") and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dowgate Capital Limited ("Dowgate"), HSBC Bank plc ("HSBC") or Jefferies International Limited ("Jefferies" and, together with Dowgate and HSBC, the "Joint Bookrunners" and each a "Joint Bookrunner") 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 Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section of this Announcement.

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in the Announcement of which these terms and conditions form part.

None of the Joint Bookrunners nor any of their respective affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by any Joint Bookrunner or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this Announcement or such information or opinions contained herein or otherwise arising in connection with the Announcement.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained in this Appendix and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. 

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things), that:

1.     it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.     in the case of a Relevant Person in a member state of the European Economic Area ("EEA") or the United Kingdom who subscribes for any Placing Shares pursuant to the Placing, it is a Qualified Investor;

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

4.     it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix; and

5.     except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is either (i) outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("Rule 144A").

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix), the announcement of the pricing of the Placing through a Regulatory Information Service (the "Placing Results Announcement") and any information publicly announced through a Regulatory Information Service (as defined in the listing rules of the FCA (the "Listing Rules")) by or on behalf of the Company on or prior to the date of this Announcement or otherwise published on the Company's website in connection with the Placing (the "Publicly Available Information") and subject to any further terms set forth in the electronic contract note and/or electronic trade confirmation sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company other than the Publicly Available Information and none of the Joint Bookrunners, the Company nor any of their affiliates, or their or their respective affiliates' agents, directors, officers or employees, nor any person acting on such person's behalf has or shall have any liability 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 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.

Details of the Placing Agreement and the Placing Shares

The Company intends to raise gross proceeds of up to approximately £100 million through the issue of the Fundraising Shares at the Placing Price, representing approximately 6.52 per cent. of the Company's existing issued share capital.

In connection with the Placing, each of the Joint Bookrunners has entered into a placing agreement (the "Placing Agreement") with the Company under which it has severally (and not jointly nor jointly and severally) undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use reasonable endeavours to procure Placees for the Placing Shares and, subject to agreement with the Company as to the number of Placing Shares to be placed with the Placees and the Placing Price, to the extent that Placees (other than SEF4 Investment SCSp, acting by its General Partner, Portman Square General Partner S.à r.l ("Stanhope") to the extent it participates in the Placing) procured by the respective Joint Bookrunner fails to pay for any of the Placing Shares allocated to them, each of HSBC and Dowgate (the "Joint Global Co-ordinators") has agreed to acquire those Placing Shares for which the Placees fail to pay for.

The Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of an agreement between the Company and the Joint Bookrunners recording the final details of the Placing (the "Pricing Agreement"). The timing of the closing of the book and pricing are at the discretion of the Company and the Joint Bookrunners and allocations will be agreed by the Joint Bookrunners following consultation with the Company after the Bookbuilding Process (as defined below). Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Fundraising Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not, amongst other things, issue or sell any Ordinary Shares for a period of 90 days after Admission (as defined below) without the prior written consent of the Joint Global Co-ordinators. This agreement is subject to certain customary exceptions and waiver by the Joint Global Co-ordinators. In addition, the restriction shall not apply to any Ordinary Shares to be issued or options to subscribe for or acquire Ordinary Shares granted, to sellers, directors or employees of the target companies or businesses pursuant to the acquisition agreements entered into or to be entered into following Admission by the Company or any of the Group companies, provided that any such issuance will require prior consultation with the Joint Global Co-ordinators.

Application for admission to listing and trading

Application will be made to the FCA for admission of the Fundraising Shares to listing on the standard listing segment of the Official List and to London Stock Exchange plc ("London Stock Exchange") for admission of the Fundraising Shares to trading on its main market for listed securities (together "Admission").

It is expected that Admission will take place on or before 8.00 a.m. (London time) on 21 July 2020 and that dealings in the Fundraising Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

Bookbuilding Process

The Joint 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. The book will open with immediate effect. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine. The Company, in consultation with the Joint Bookrunners, reserves the right to increase the number of Ordinary Shares in the Placing to satisfy demand.

Overseas Territories

This Announcement (including this Appendix) and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement and the information contained herein do not constitute an offer of securities for sale in the United states, Australia, Canada, South Africa, Japan or in any other jurisdiction in which the same would be unlawful.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of Germany and no offer to the public of the Fundraising Shares is being made into Germany pursuant to this Announcement. This offer of Fundraising Shares exclusively addresses German Professional Investors within the meaning of Art. 2 lit. e Prospectus Regulation / Annex II of MiFID II. This offer of Fundraising Shares will at no time be made to retail investors / consumers located in Germany. Neither the Company nor the circulation of any document in relation thereto has been approved by BaFin.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of the Netherlands and no general offer of the Fundraising Shares is being made into the Netherlands pursuant to this Announcement.

The Fundraising Shares may not be publicly offered in Switzerland and will not be admitted to trading or listed on SIX Swiss Exchange AG (together with SIX Exchange Regulation AG, and each individually, "SIX") or any other stock exchange or regulated trading venue in Switzerland. This Announcement (including the Appendix) has been prepared without regard to the disclosure standards for issuance prospectuses pursuant to article 652a or article 1156 of the Swiss Code of Obligations of March 30, 1911, as amended, or the disclosure standards for listing prospectuses pursuant to article 27 et seq. of the Listing Rules of SIX of October 25, 2018 or pursuant to the listing rules of any other stock exchange or regulated trading venue in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares may be publicly distributed in or into or otherwise made publicly available in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares or the Company has been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement has not been and will not be filed with and has not been and will not be approved or supervised by, the Swiss Financial Market Supervisory Authority (FINMA) or SIX. The investor protection afforded to acquirers of securities in Swiss public offerings does not extend to acquirers of the Fundraising Shares.

This Announcement has not been registered with, or approved by, the Gibraltar Financial Services Commission. The distribution of this Announcement in Gibraltar is made under one or more exemptions from the requirement to issue a prospectus under the Prospectuses Act 2005. The Prospectuses Act 2005 transposes the provisions of the EU Prospectus Directive 2003/71/EC, and applies the EU Prospectus Regulation 2017/1129, into Gibraltar law.

Taxation and Eligibility for Investment

No representation or warranty is hereby made as to the tax consequences of an investment in the Placing Shares or with respect to the eligibility of the Placing Shares for investment by any such investor.

 Principal terms of the Bookbuilding Process and Placing

1.     Dowgate, HSBC and Jefferies are acting as Joint Bookrunners to the Placing, as agents of the Company in each case severally, and not jointly nor jointly and severally.

2.     Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and their affiliates are entitled to enter bids in the Bookbuilding Process.

3.     The Bookbuilding Process, if successful, will establish a single price per Placing Share payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint 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. The Placing Price will be announced through the Placing Results Announcement following the completion of the Bookbuilding Process.

4.     To bid in the Bookbuilding Process, Placees should communicate their bid by telephone to their usual sales contact at Dowgate, HSBC or Jefferies. Each bid should state the number of Placing Shares which a prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 10 below. Each of the Joint Bookrunners is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

5.     The Bookbuilding Process is expected to close no later than 8 a.m. (London time) on 16 July 2020 but may be closed earlier or later at the discretion of the Joint Global Co-ordinators. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right to increase or reduce the amount to be raised pursuant to the Placing in its discretion.

6.     Each Placee's allocation will be agreed between the Joint Bookrunners following consultation with the Company and will be confirmed orally by the relevant Joint Global Co-ordinator as soon as practicable following the close of the Bookbuilding Process, and an electronic contract note and/or electronic trade confirmation will be dispatched to such Placee by one of the Joint Global Co-ordinators. Subject to paragraph 11 below, the relevant Joint Global Co-ordinator's oral or written confirmation of an allocation will give rise to a legally binding commitment by the person concerned (who will at that point become a Placee), in favour of the relevant Joint Global Co-ordinators and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's articles of association.

7.     Subject to paragraphs 3 and 4 above, the Joint Bookrunners will, in effecting the Placing, following consultation with the Company, agree the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners, subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which case all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.

8.     The Company will release the Placing Results Announcement following the close of the Bookbuilding Process, detailing the aggregate number of the Placing Shares to be issued and the Placing Price at which such shares have been placed.

9.     Each Placee's allocation and commitment will be evidenced by an electronic contract note and/or electronic trade confirmation issued to such Placee by one of the Joint Global Co-ordinators. The terms of this Appendix will be deemed incorporated therein.

10.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine or be directed. The Joint Bookrunners may also, notwithstanding paragraphs 5 to 7 above, (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 Bookbuilding Process has closed to any person submitting a bid after that time.

11.  A bid 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 Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Global Co-ordinator, to pay to 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 such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

12.  Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

13.  Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

14.  All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing'.

15.  By participating in the Bookbuilding Process each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

16.  To the fullest extent permissible by law, none of the Joint Bookrunners nor any of their affiliates nor any of their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners nor any of their affiliates or holding companies nor any of its or their agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing, they will be sent an electronic contract note and/or electronic trade confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Joint Global Co-ordinators. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Global Co-ordinators or otherwise as such Joint Global Co-ordinators may direct. It is expected that such electronic contract note and/or electronic trade confirmation will be despatched on or around 16 July 2020 and that this will also be the trade date.

Settlement of transactions in the Placing Shares (ISIN: GB00BFZZM640) following Admission will take place within the CREST system. Settlement through CREST will be on a T+3 basis unless otherwise notified by the Joint Global Co-ordinators and is expected to occur on 21 July 2020. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Global Co-ordinators may agree that the Placing Shares should be issued in certificated form. The Joint Global Co-ordinators reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Bank of England rate as determined by the Joint Global Co-ordinators.

If Placees do not comply with their obligations, the relevant Joint Global Co-ordinator may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) 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 Joint Global Co-ordinators all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Global Co-ordinators lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is forwarded/sent immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Joint Bookrunners nor the Company shall be responsible for the payment of such amounts. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Placees will only be called on to complete their agreed subscriptions of Placing Shares if the obligations of the Joint Bookrunners under the Placing Agreement have become unconditional in all respects and the Joint Global Co-ordinators have not terminated the Placing Agreement prior to Admission.

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional on, amongst other things:

(a)           the Company having complied with its obligations under the Placing Agreement;

(b)           none of the warranties contained in the Placing Agreement being, in the good faith opinion of a Joint Global Co-ordinator, untrue, inaccurate in any material respect or misleading as at the date of the Placing Agreement or at any time between the date of the Placing Agreement and Admission (by reference to the facts and circumstances from time to time subsisting);

(c)           there not having been, in the good faith opinion of a Joint Global Co-ordinator, any material adverse change in, or any development involving a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, funding position, solvency, business affairs, or operations or prospects of the Company or the Group (taken as a whole), whether or not foreseeable and whether or not arising in the ordinary course of business (a "Material Adverse Change"), at any time prior to Admission;

(d)           the Pricing Agreement having been duly executed and delivered by the Company and the Joint Bookrunners in their respective absolute discretions by no later than 7.00 a.m. on the business day following the date of the Placing Agreement (or such later time and/or date as may be agreed in writing between the Company and the Joint Global Co-ordinators);

(e)           the publication of the Placing Results Announcement through a Regulatory Information Service by no later than 8.00 a.m. on 16 July 2020 (or such later time and/or date as the Joint Global Co-ordinators may agree with the Company);

(f)            the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(g)           Admission taking place not later than 8.00 a.m. (London time) on 21 July 2020 (or such later time and/or date as the Joint Global Co-ordinators may agree with the Company),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").

If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived or extended to the extent permitted by law or regulations in accordance with the Placing Agreement, or the Placing Agreement is terminated in accordance with its terms (as to which, see 'Termination of the Placing' below), the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it.

The Joint Global Co-ordinators shall be entitled in their absolute discretion and upon such terms and conditions as they fit to waive fulfilment of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation) or extend the time or date provided for satisfaction of any such conditions in respect of all or any part of the performance thereof, save that the Condition set out at (d), (e), (f) and (g) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of the Joint Bookrunners nor any of their respective affiliates or holding companies nor any of their or their respective affiliates' or holding companies' agents, directors, officers or employees, respectively, nor the Company 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 any of them 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 any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company.

Termination of the Placing

Each of the Joint Global Co-ordinators may, in its absolute discretion terminate the Placing Agreement in its entirety at any time up to and including Admission in certain circumstances, including (among others) the Company's application, either to the FCA or the London Stock Exchange, for Admission is refused by the FCA or the London Stock Exchange (as appropriate), in the good faith opinion of a Joint Global Co-ordinator, any of the warranties given under the Placing Agreement is or has become untrue, inaccurate or misleading, the occurrence of a Material Adverse Change in the opinion of a Joint Global Co-ordinator (acting in good faith), or the occurrence of certain force majeure events.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or each of the Joint Global Co-ordinators of any right of termination or any other right or other discretion of the Joint Bookrunners under the Placing Agreement shall be within the absolute discretion of the Company or each of the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners, their respective affiliates or their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral confirmation by the Joint Global Co-ordinator following the close of the Bookbuilding Process.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Joint Bookrunners (in their capacity as bookrunners 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, that:

1.     it has read and understood this Announcement in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Appendix and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.     no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received an offering document or a prospectus in connection with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or otherwise;

3.     the Placing Shares will be listed on the standard listing segment of the Official List of the FCA and admitted to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and the London Stock Exchange (collectively, the "Exchange Information"), 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 access the Exchange Information and (b) it will not hold the Joint Bookrunners or any of their affiliates or their or their respective affiliates' agents, directors, officers or employees, or any person acting on their behalf responsible or liable for any misstatements in or omissions from the Publicly Available Information, including the Exchange Information, and, except in the case of their own fraudulent misrepresentation, the Joint Bookrunners shall have no liability for any other representations (express or implied) in, or for any omissions from, any other written or oral communication transmitted to it in the course of its evaluation of the Placing Shares. The Joint Bookrunners have no obligation to update any of the Publicly Available Information, including the Exchange Information, or to correct any inaccuracies therein or omissions therefrom, even where a Joint Bookrunner is aware of such inaccuracies or omissions;

4.     none of the Joint Bookrunners nor the Company nor any of their respective affiliates, or their or their respective affiliates' agents, directors, officers or employees, respectively, nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any other Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares; nor has it requested the Joint Bookrunners, the Company, any of their affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5.     it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted, nor any information contained in any research reports prepared by the Joint Bookrunners or any of their respective affiliates, and that it received and reviewed all information that it believes is necessary or appropriate in connection with the purchase of the Placing Shares (and, without limiting the foregoing, it does not require any disclosure or offering document or prospectus for such purpose) and it has relied solely on its own judgment, examination and due diligence of the Company, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed by or information provided by, or on behalf of, the Joint Bookrunners or any of their affiliates;

6.     the Joint Bookrunners are not providing any service to it, making any recommendations to it, advising it regarding the suitability of any transactions it may enter into to buy any Placing Shares, nor providing advice to it in relation to the Placing Shares or the Company;

7.     the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor any of their affiliates, or their or their respective affiliates' agents, directors, officers or employees, nor any persons acting on their behalf is responsible for or has or shall have any liability for any information or representation, warranty or statement relating to the Company contained in this Announcement, or any other Publicly Available Information, including the Exchange Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, any other Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8.     the Placing Shares are being offered and sold by the Company outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act and to a limited number of "qualified institutional buyers" ("QIBs") (as defined in Rule 144A) pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) (a) a QIB, and (b) subscribing for the Placing Shares in a transaction pursuant to an exemption from, or not subject to, the registration requirements of the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States. With respect to (ii) above, each potential Placee and prospective beneficial owner represents and warrants that it is subscribing for the Placing Shares on its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part in the United States, and it has full power to make the representations, warranties, indemnities, acknowledgements, agreements and undertakings herein on behalf of each such account;

9.     it has such knowledge and experience in financial and business matters that (a) it is capable of evaluating and will evaluate, independently, the merits and risks of an investment in the Placing Shares, (b) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares for an indefinite period, (c) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk, and (d) it will not look to any Joint Bookrunner for all or part of any such loss or losses it may suffer and It has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares;

10.  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be prepared in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;

11.  Any Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer.

12.  It will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing Shares except: (a) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S outside the United States; (b) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A under the Securities Act (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (c) pursuant to Rule 144 under the Securities Act (if available); or (d) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, if the Company shall so require, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

13.  it and/or each person on whose behalf it is participating:

(a)           is entitled to subscribe for Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)           has fully observed such laws and regulations;

(c)           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

(d)           has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

14.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

15.  none of the Joint Bookrunners, nor 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 of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16.  it has the funds available to pay for, and will make payment to the Joint Global Co-ordinators (as the Joint Global Co-ordinators may direct) for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Global Co-ordinators determine in their absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares on its behalf;

17.  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 it may be called upon to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

18.  no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

19.  the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. The Joint Bookrunners and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to subscribe for Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the Joint Global Co-ordinators (or either of them) who will hold them as nominee directly or indirectly on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

20.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

21.  it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order, as amended, and undertakes that it will subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in subscribing for, 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 FSMA;

23.  if within the EEA or United Kingdom, it is a Qualified Investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e) of the Prospectus Regulation;

24.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

25.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);

26.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in subscribing for, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA;

27.  if it has received any inside information (as defined in the Market Abuse Regulation (EU) No. 596/2014) about the Company in advance of the Placing, it has not: (a) dealt in the 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) encouraged or required another person to deal in the 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; or (c) disclosed such information to any person, prior to the information being made publicly available;

28.  none of the Joint Bookrunners, the Company nor any of their respective affiliates, or their or their respective affiliates' agents, directors, officers or employees, respectively, nor any persons acting on behalf of such persons is making any recommendation to it, advising it regarding the suitability of any transaction it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representation, warranty, acknowledgement, agreement, undertaking or indemnity contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

29.  acknowledges and accepts that the Joint Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Joint Bookrunners will not make any public disclosure in relation to such transactions;

30.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

31.  its commitment to subscribe for Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

32.  any exercise by a Joint Global Co-ordinator of any right to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placing shall, subject to the applicable terms of the Placing Agreement, be within that Joint Global Co-ordinator's absolute discretion and no Joint Bookrunner shall have any liability to any Placee whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

 

33.  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

34.  it is located outside of Switzerland or, if it is located in Switzerland then under the Swiss Financial Services Act ("FinSA") it is a professional client within the meaning of the FinSA;

35.  the Company, the Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

36.  if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

37.  it acknowledges that it irrevocably appoints any director of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

38.  that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners or that the transaction will take place on the terms indicated or at all. Each of the Joint Bookrunners reserve the right to take up a portion of the securities in the Placing Shares as a principal position at any stage at their sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

39.  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 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 these terms and conditions);

40.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;

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

42.  each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future;

43.  time is of the essence as regards its obligations under this Appendix;

44.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;

45.  the Placing Shares will be issued subject to the terms and conditions set out in this Appendix;

46.  this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to subscribe for shares pursuant to the Bookbuilding Process and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or the Joint Bookrunners 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;

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, each of the Joint Bookrunners and each of their respective affiliates and each of their and their respective affiliates' agents, directors, officers and employees, respectively, 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being issued or transferred in connection with arrangements to issue depositary receipts or in respect of the issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify the Joint Bookrunners accordingly. In addition, Placees should note that they will be liable for any capital duty, 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 UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that either the Company and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.

Miscellaneous

Each Placee acknowledges and is aware that the Joint Bookrunners are receiving a commission in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by each of the Joint Bookrunners in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunners.

All times and dates in this Announcement may be subject to amendment by the Joint Global Co-ordinators and the Company (in their absolute discretion). The Joint Global Co-ordinators shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

1.            if he or she is an individual, his or her nationality; or

2.            if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements or agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any of the Joint Bookrunners may (at their absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners will endeavour to notify Placees and any persons acting on behalf of the Placees of any changes.

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.

 

 


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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IOEFLFIRDRIELII

Quick facts: S4 Capital PLC

Price: 390

Market: LSE
Market Cap: £2.07 billion
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