Wrap Text
Placing to fund expansion, asset management opportunities and reduce gearing
REDEFINE INTERNATIONAL P.L.C.
("Redefine International" or the "Company")
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OR TO US PERSONS, AUSTRALIA, CANADA, JERSEY OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
UNLAWFUL.
Placing to fund expansion, asset management opportunities and reduce gearing
Redefine International, a UK Real Estate Investment Trust (“UK-REIT”) which has a primary listing on
the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange, today
announces that the Company proposes placing up to 86,643,642 new Ordinary Shares (“Placing
Shares”) in the capital of the Company (the "Placing") representing 7.5 per cent. of the Company’s
issued share capital.
Background to the Placing
- Following the Group’s corporate restructuring to become a UK-REIT, which completed in
December 2013, the Board of Redefine International believes the Company is now strongly
placed to create and enhance shareholder value.
- The Company sees good opportunities in its preferred geographies of the UK and Germany
through a combination of new acquisitions, efficient portfolio recycling and asset management.
An appropriate balance sheet structure, as facilitated by the Placing, would provide a strong
platform for this.
- The proceeds of the previous placing of £16.8 million in August 2013 were used to support the
acquisitions of the Weston Favell shopping centre for £84 million and CMC portfolio for €189
million at yields of 7.2 per cent. and 5.5 per cent. respectively. The Company has since
disposed of £28.4 million of non-core assets.
Use of Proceeds
- Proposed acquisition of minority interests within the existing portfolio (equating to c.£6 million).
- Redevelopment and asset management opportunities associated with the Group’s retail
portfolio in Germany (equating to c. £10 million).
- Support the early extension of 2016 debt maturities at lower LTVs and lock-in current interest
rates.
- Repaying a £20 million working capital debt facility in the short term, saving the Company an
interest charge of approximately 6 per cent. per annum.
- Fund potential acquisition opportunities in the UK and Germany.
Prospects
The Company continues to see opportunities to enhance the quality of its portfolio by delivering a
number of accretive asset management opportunities, selling non-core assets into a strong investment
market and recycling capital into assets with long term growth potential. Specific near term
opportunities include:
- An opportunity to acquire the minority interest in an existing asset with strong rental growth
prospects and located in an improving area of London. This transaction is consistent with the
Company’s strategy of simplifying its structure and improving the overall quality of the
portfolio.
- Good progress has been made on a number of asset management opportunities in Germany,
including the identification of potentially profitable redevelopment opportunities from within the
existing retail portfolio.
- Indications of a strengthening economic recovery in the UK have also enhanced the prospects
for asset management driven capital expenditure.
The Company also believes the current interest rate environment, together with an active and
competitive bank lending market, is conducive to extending existing debt facilities at attractive interest
rates.
The extension of banking facilities maturing in 2016 provides an opportunity to pro-actively lock-in
interest rates over the next five to seven year interest rate cycle providing greater certainty on interest
costs. The proposed Placing and extension of debt facilities provides an opportunity to incrementally
reduce the Company’s loan to value ratio towards 50 per cent. (August 2013 pro-forma: 56.8 per
cent.).
Details of the Placing
Under the terms of the Placing, Redefine International intends to place up to 86,643,642 Placing
Shares, representing approximately 7.5 per cent. of the current issued ordinary share capital of the
Company as at 19 February 2014. However, the Company reserves the right in conjunction with Peel
Hunt and Investec to increase the number of UK Placing Shares from 86,643,642 Ordinary Shares up
to a maximum of 115,080,100 Ordinary Shares representing approximately 9.9 per cent of the current
issued ordinary share capital of the Company. However, if the Company does so this will not affect the
size of the South African Placing.
The Placing comprises two separate but simultaneous and coordinated placings. Placees may
participate outside South Africa and subscribe for Placing Shares in Sterling pursuant to the UK
Placing or may participate in South Africa and subscribe for Ordinary Shares in Rands pursuant to the
South African Placing. The maximum number of shares available to be placed under the South African
Placing is 57,762,428 Placing Shares equating to approximately 5 per cent. of the Company’s issued
share capital as at 19 February 2014. Investors who participate in the UK Placing will be required to
make bids for Placing Shares in Sterling. Investors who participate in the South African Placing will be
required to make bids for Placing Shares in Rands. The South African Placing is subject to a minimum
application of R1 million per investor. The South African Placing is being undertaken with certain
existing shareholders and new institutional investors. Members of the public (other than any member
of the South African public who acts as principal and offers to subscribe for a minimum of R1 million
worth of Placing Shares) are not entitled to participate in the Placing.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an
accelerated Bookbuild process (the "Bookbuild") to be carried out by Peel Hunt (in respect of the UK
Placing Placing) and Java Capital (in respect of the South African Placing) (the “Joint Bookrunners”)
and Investec as joint broker in respect of the UK Placing. The book will open with immediate effect
and may close at any time thereafter. The timing of the closing of the book, the Placing Price and the
number of Placing Shares will be agreed between the Joint Bookrunners and the Company following
completion of the Bookbuild and will then be announced as soon as practicable on a Regulatory
Information Service in the UK and the Stock Exchange News Service of the JSE (the "Pricing
Announcement").
A description of certain relevant aspects of the Placing Agreements can be found in the terms and
conditions contained in the Appendix to this announcement under the heading "Participation in, and
principal terms of, the Placing". The Placing will be made on a non-pre-emptive basis. The Company
will rely on the waiver of pre-emption rights authority given by shareholders of the Company at the
Annual General Meeting held on 30 January 2014 in respect of the South African Placing, equating to
approximately 5 per cent. of the Company’s issued share capital as at 19 February 2014. The UK
Placing is to be effected by way of a non-pre-emptive cashbox placing.
Application will be made for admission of the Placing Shares to the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange's main market for listed securities
("UK Admission"). The Company will also apply to the JSE for the listing of the Placing Shares on the
Main Board of the JSE (“South African Admission”). It is expected that the UK Admission and the
South African Admission will become effective on 28 February 2014.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing
Ordinary Shares in the capital of the Company including the right to receive all future dividends and
distributions declared, made or paid. This will include the interim dividend for the six months ending 28
February 2014 which is expected to be paid in May 2014.
The Placing is conditional upon, inter alia, UK Admission and South African Admission becoming
effective. The Placing is also conditional upon both the Placing Agreement and the South African
Placing Agreement becoming unconditional and not being terminated. The required South African
Reserve Bank approval has been received for the South African Placing.
The Appendix to this announcement (which forms part of the announcement) sets out the terms and
conditions of the Placing. By choosing to participate in the Placing and by making an oral or written
offer to acquire Placing Shares, investors will be deemed to have read and understood this
announcement in its entirety (including the Appendix) and to be making a legally binding offer on the
terms and subject to the terms and conditions in it, and to be providing the representations, warranties
and acknowledgements contained in the Appendix.
Peel Hunt is acting as bookrunner, financial advisor and joint corporate broker to the Company in
relation to the UK Placing. Java Capital is acting as bookrunner, corporate advisor and JSE sponsor to
the Company in relation to the South African Placing. Investec is acting as joint corporate broker in
relation to the UK Placing.
Commenting, Mike Watters, Chief Executive of the Company said:
“Having completed our restructuring programme and become a tax transparent REIT, we are fully
committed to creating and enhancing shareholder value through the selective recycling of capital and
executing on accretive asset management opportunities. We are particularly positive about the
opportunities for growth in our chosen sectors of secondary offices, shopping centres and hotels
across the UK and Germany and also see a clear case for the early refinancing of our facilities in this
current benign interest rate environment.
“The proceeds from the Placing will provide a strong platform to allow us to continue to deliver our
sustainable income growth strategy, whilst pursuing our drive to achieve FTSE 250 index inclusion.”
Further enquiries:
Redefine International Tel: +44 (0) 20 7811 0100
Michael Watters, Stephen Oakenfull
Peel Hunt LLP Tel: +44 (0) 20 7418 8900
Bookrunner, financial advisor and joint corporate broker in respect of the UK Placing
Corporate Finance: Capel Irwin / Hugh Preston
Corporate Sales & Syndication: Andy Crossley / Al Rae / Luke Simpson Tel: +44 (0) 20 7418 8914
Java Capital Tel: + 27 (0) 11 283 0042
Bookrunner, corporate advisor and JSE sponsor in respect of the South African Placing
Warren Lawlor
Investec Bank plc
Tel: +44 (0) 20 7597 4000
Joint corporate broker in respect of the UK Placing
Corporate Finance: Jeremy Ellis / David Anderson
Corporate Broking: Chris Sim / Henry Reast
FTI Consulting
Tel: +44 (0) 20 7831 3113
UK Public Relations Adviser
Stephanie Highett, Dido Laurimore
Marketing Concepts
Tel: + 27 (0) 11 783 0700
SA Public Relations Adviser
Jaclyn Lovell
20 February 2014
IMPORTANT NOTICE
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the FCA, and
Java Capital are acting solely for the Company in relation to the Bookbuild and Placing and no one
else and will not be responsible to anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or Java Capital nor for providing advice in relation to the Placing or any
other matter referred to in this announcement.
Investec Bank plc ("Investec") which is authorised by the Prudential Regulatory Authority (“PRA”) and
regulated in the United Kingdom by the FCA and PRA, is acting solely for the Company in relation to
the Placing and no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Investec or nor for providing advice in relation to the
Placing or any other matter referred to in this announcement.
This announcement 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 or to US
Persons, Australia, Canada, Jersey or Japan or any jurisdiction into which the publication or
distribution would be unlawful.
This announcement is for information purposes only and does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing
Shares in the United States or to US Persons (as such term is defined in the US Securities Act 1933,
as amended (the "Securities Act"), Australia, Canada, Jersey or Japan or any jurisdiction in which
such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute
a violation of the securities laws of such jurisdictions. The securities have not been and will not be
registered under the Securities Act and may not be offered, sold or transferred, directly or indirectly,
within the United States or to US Persons unless registered under the Securities Act 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 state or other jurisdiction of the United States. No public offering of
the shares referred to in this announcement is being made in the United States, Australia, Canada,
Jersey or Japan or any jurisdiction in which such public offering would be unlawful. No public offering
of shares referred to in this announcement is being made in the United States, the United Kingdom,
Australia, Canada, Jersey or Japan or elsewhere.
The information in this announcement may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive
may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This announcement includes statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include statements regarding the
current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning,
among other things, the Company's results of operations, financial condition, liquidity, prospects,
growth, strategies and the Company's markets. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ materially from actual results. Any
forward-looking statements in this announcement are based on certain factors and assumptions,
including the Directors' current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to
be reasonable based upon information currently available, they may prove to be incorrect. Save as
required by law or by the Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules
and the JSE Listing Requirements, the Company undertakes no obligation to publicly release the
results of any revisions to any forward-looking statements in this announcement that may occur due to
any change in the Directors' expectations or to reflect events or circumstances after the date of this
announcement.
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 Peel Hunt, Investec or Java Capital or by any of their
affiliates or agents 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. Neither Peel Hunt, Investec nor Java
Capital nor any of their affiliates or agents shall have any obligation to update this announcement or
any additional information or to correct any inaccuracies in it which may become apparent.
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.
The contents of this announcement are not to be construed as legal, financial or tax advice. If
necessary, each recipient of this announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its
own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.
Members of the public are not eligible to take part in the UK Placing. This announcement and the
terms and conditions set out in the Appendix are, insofar as it relates to the UK Placing, directed only
at: (a) persons in member states of the European Economic Area who are 'Qualified Investors' falling
within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC
and includes any relevant implementing directive measure in any member state); and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating
to investments falling within article 19(5) ("Investment professionals") of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) are persons falling within
article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order;
or(c) are persons to whom it may otherwise be lawfully communicated. Insofar as this Announcement
and the terms and conditions set out in the Appendix relates to the South African Placing, it is directed
only at persons in South Africa who (A) fall within the categories of persons set out in section 96(1)(a)
of the South African Companies Act, 2008 ("the South African Companies Act") or (B) who are
persons who subscribe, as principal, for Ordinary Shares at a minimum Placing Price of R1 000 000,
as envisaged in section 96(1)(b) of the South African Companies Act (such persons being together
being referred to as "South-African Eligible Investors"). All such persons in contemplated in (a), (b), (c)
or (d) and the South-African Eligible Investors are together being referred to as "Relevant Persons").
This announcement (including the appendix) and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons.
By participating in the bookbuilding process and the Placing, placees and prospective placees will be
deemed to have read and understood this announcement in its entirety to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing
the representations, warranties, indemnities, acknowledgements and undertakings contained in the
appendix.
The Appendix (which forms part of the Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions – Important Information for Placees Only Regarding the Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND
ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, OR TO A US PERSON, AUSTRALIA, CANADA, JAPAN OR JERSEY
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS
DIRECTIVE”) (“QUALIFIED INVESTORS”); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED; AND (D) PERSONS IN SOUTH AFRICA WHO ARE
SOUTH AFRICAN ELIGIBLE INVESTORS, (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C)
AND (D) ABOVE TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Placees will be deemed to have read and understood this Announcement in its entirety and to be
making such offer on the terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In particular each such Place
represents, warrants and acknowledges that:
a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its business;
b) it is acquiring the Placing Shares for its own account or for an account with respect to which it
exercises sole investment discretion, and that it (and any such account) is outside the United
States and is acquiring the Placing Shares in an “offshore transaction” in accordance with
Regulation S under the Securities Act; and
c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that
any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public other than an offer or
resale in a member state of the European Economic Area which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners
has been given to each such proposed offer or resale.
The Placing Shares are being offered and sold outside the United States in accordance with
Regulation S under the Securities Act and in South African only to persons who are South African
Qualifying Investors. No prospectus has been lodged with or registered by the securities commission
of any state, province or territory of Canada, the Australian Securities and Investments Commission,
the Companies and Intellectual Property Commission of South Africa or the Japanese Ministry of
Finance; and the Placing Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of Australia, Canada Japan,
Jersey Accordingly, the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, Japan, or Jersey or any other jurisdiction outside the United Kingdom or
South Africa.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek
appropriate advice before taking any action.
Details of the UK Placing and the South African Placing
Peel Hunt and Investec have today entered into the Placing Agreement under which, subject to the
conditions set out therein, Peel Hunt and Investec have agreed to use reasonable endeavours to
procure subscribers for the UK Placing Shares.
The UK Placing is conditional upon the Placing Agreement becoming unconditional in all respects,
including, inter alia, Admission occurring not later than 8.00 a.m. (London time) on 28 February 2014
(or such later date as may be agreed between the Company and Peel Hunt).
Java Capital has today entered into the South African Placing Agreement under which, subject to the
conditions set out therein, Java Capital has agreed to use reasonable endeavours to procure
subscribers in South Africa for the South African Placing Shares.
The South African Placing is conditional upon the South African Placing Agreement becoming
unconditional in all respects, including, inter alia, Admission occurring not later than 9.00 a.m. (South
African time) on 28 February 2014 (or such later date as may be agreed between the Company and
Java Capital).
The Placing Shares will, when issued, be subject to the Articles of Association of the Company, be
credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue
including the right to receive all dividends and other distributions declared, made or paid in respect of
such Ordinary Shares after the date of the Placing Agreement and the South African Placing
Agreement. This will include the interim dividend for the six months ending 28 February 2014 which is
expected to be paid in May 2014
As part of the Placing, the Company has agreed that it will not, for a period of 60 days after the date of
Admission, enter into, or incur any obligation to make, any commitment or agreement, or put itself in a
position where it is obliged to announce that any commitment or agreement may be entered into or
made, which in either case is outside of the ordinary course of the Company’s business and which is
or might be material in the context of the Placing, without the prior written approval of the
Bookrunners.
Application for Admission
Application will be made for the Placing Shares to be admitted to the premium segment of the Official
List of the Financial Conduct Authority and to trading on the Main Market and the Main Board of the
London Stock Exchange and the JSE respectively it is expected that Admission will take place at 8.00
a.m. London time on 28 February 2014 in respect of the UK Placing and 09:00 a.m. (South African
time) on 28 February 2014 in respect of the South African Placing (or such later date as may be
agreed between the Company and Bookrunners).
Participation in, and principal terms of, the Placing
1. Peel Hunt and Java Capital are acting as bookrunners and brokers and agents of the
Company in connection with the UK Placing and the South African Placing respectively.
Investec is acting as broker and agent of the Company in connection with the UK placing.
2. Participation in the UK Placing will only be available to persons who are Relevant Persons
(other than South African Eligible Investors) or who may lawfully be, and are, invited to
participate by Peel Hunt. Peel Hunt and Investec and their respective affiliates are each
entitled to participate in the Placing as principal.
3. Participation in the South African Placing will only be available to persons who may lawfully
be, and are, invited to participate by Java Capital.
4. The allotment and issue by the Company of the UK Placing Shares to Placees procured by
Peel Hunt or Investec will be in consideration of the transfer to the Company by Peel Hunt of
preference shares in a Jersey incorporated company, pursuant to a subscription and transfer
agreement entered into between Peel Hunt, the Company and the Jersey company. The
consideration from the Company for the transfer to it of the shares in the Jersey incorporated
company will be satisfied by the issue of the UK Placing Shares by the Company to such
Placees.
5. Each prospective Placee’s Placing Participation will be determined by the relevant Bookrunner
and the Company in their sole discretion and confirmed orally and/or via written
correspondence by the relevant Bookrunner as agent of the Company. That oral and/or written
confirmation constitutes an irrevocable legally binding commitment upon that person (who will
at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this Appendix and in accordance with
the Company’s Articles of Association. It is recorded that, although Placing Price under the
UK Placing shall be settled in Sterling and the Placing Price under the South African Placing in
Rands, the Placing Price under the UK and South African Placings shall (subject only to
adjustment in terms of the prevailing exchange rate agreed between the Bookrunners and the
Company) be the same.
6. The Bookrunners reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the Placing. The
Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
7. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to
Peel Hunt and Investec, if participating in the UK Placing, or Java Capital, if participating in the
South African Placing, each as agents of the Company, to pay in cleared funds (in Sterling in
the case of the UK Placing and in Rands in the case of the South African Placing) immediately
on the settlement date in accordance with the requirements set out below under “Registration
and Settlement”, an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot
and issue to that Placee, conditional upon Admission becoming effective.
8. Irrespective of the time at which a Placee’s Placing Participation is confirmed, settlement for
all Placing Shares to be acquired pursuant to the Placing will be required to be made on the
same day, on the basis explained below under “Registration and Settlement”.
9. Completion of the Placing will be subject to the 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 Agreement or the South African Placing
Agreement”. In the event that the Placing Agreement or the South African Placing Agreement
does not become unconditional in any respect or is terminated, the Placing will not proceed
and all funds delivered by a Placee to the Bookrunners in respect of the Placee’s Placing
Participation will be returned to the Placee within 2 Business Days at the risk of the Placee
without interest.
10. By participating in the Placing, 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.
11. To the fullest extent permissible by law, neither the Bookrunners nor the Company nor any of
their affiliates shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the Bookrunners nor any of their
affiliates shall have any liability (including to the extent permissible by law, any fiduciary
duties) in respect of the Bookrunners’ conduct of the Bookbuild or of such alternative method
of effecting the UK Placing or the South African Placing as Peel Hunt and the Company or
Java Capital and the Company may respectively agree
Conditions of the Placing
Each of the Placing Agreement and the South African Placing Agreement are conditional on, inter alia:
a) the Company certifying immediately prior to Admission that (i) save as previously notified to the
Bookrunners, none of the warranties and representations contained in the Placing Agreement and
the South African Placing Agreement was untrue, or inaccurate in any material respect at the date
of the Placing Agreement and the South African Placing Agreement or has at any time from that
date become untrue, or inaccurate in any material respect, and (ii) it has complied in full with or
performed its obligations under the Placing Agreement and the South African Placing Agreement
which fall to be performed prior to Admission;
b) the Company allotting and issuing, subject only to Admission, the UK Placing Shares in
accordance with the Placing Agreement, and the Java Capital Placing Shares in accordance with
the South African Placing Agreement; and
c) Admission taking place not later than 8.00 a.m. (London time) in respect of the UK Placing and
09:00 a.m. (South African time) in respect of the South African Placing on 28 February 2014 or
such later date as the Company and Bookrunners may otherwise agree (not being later than 8:00
a.m. (London time) on 14 March 2014)
If (i) any of the conditions contained in the Placing Agreement and/or the South African Placing
Agreement have not been fulfilled or waived by Peel Hunt or Java Capital respectively by the
applicable time or date where specified (or such later time or date as the Company and Peel Hunt or
Java Capital respectively may agree), (ii) any of such conditions becomes incapable of being satisfied
or (iii) the Placing Agreement or the South African Placing Agreement is terminated, the Placing will
lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by the Placee in
respect thereof.
Peel Hunt and Java Capital may, in their absolute discretion and upon such terms as they think fit,
waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement or the
South African Placing Agreement respectively, other than that relating to, inter alia, Admission (to the
extent permitted by law or regulations), by giving notice in writing to the Company. Any such waiver
will not affect Placees’ commitments as set out in this Announcement.
None of the Bookrunners, the Company or any other person shall have any liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of
any condition to the Placing nor for any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Bookrunners and the Company.
Termination of the Placing Agreement and the South African Placing Agreement
Peel Hunt and Java Capital are entitled, at any time before Admission, to terminate the Placing
Agreement and the South African Placing Agreement respectively by giving notice to the Company if,
inter alia:
a) it comes to their knowledge that any of the warranties given by the Company in the Placing
Agreement or the South African Placing Agreement, as applicable, are untrue or inaccurate in any
respect;
b) the Company fails in any material respect to comply with its obligations under the Placing
Agreement or the South African Placing Agreement , as applicable;
c) it comes to their knowledge that any statement in this Announcement or certain related material is
incorrect or has become untrue, incorrect or misleading in any respect as a result of a new matter
or change or that a new matter has arisen or a change has taken place which would if this
Announcement or the related material were published at that time constitute a material omission
from such documents; or
d) it comes to their notice that there has been a material adverse change in (or any development or
event involving a prospective material adverse change in) the financial or trading position and/or
prospects of the Group,
e) there has been (i) a suspension of trading in securities generally on the London Stock Exchange
or the JSE, (ii) a declaration of a banking moratorium in London or Johannesburg or by the US
Federal or New York State Authorities or any material disruption to commercial banking or
securities settlement or clearance services in the United Kingdom or South Africa, (iii) any incident
of terrorism or outbreak or escalation of hostilities or any declaration by the United Kingdom, US
or South Africa of a national emergency, war or any other calamity or crisis; or (iv) a change or
development involving a prospective change in the national or international, financial, economic,
political, industrial or stock market conditions, in each case, which in the opinion of the relevant
Bookrunner is likely to have an adverse effect on the financial position or the business or the
prospects of the Group or which renders the Placing impracticable or inadvisable.
Upon such termination, the parties to the Placing Agreement or the South African Placing Agreement,
as applicable, shall be released and discharged (except for any liability arising before or in relation to
such termination) from their respective obligations under or pursuant to the Placing Agreement or the
South African Placing Agreement, as applicable, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Bookrunners of any right of
termination or by the Bookrunners of any other discretion under the Placing Agreement or the South
African Placing Agreement, as applicable, shall be within the absolute discretion of the relevant
Bookrunner and that it need not make any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or to the
South African regulatory authorities 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).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the Company and confirms that it has not
relied on any other information, representation, warranty, or statement made by or on behalf of the
Company or the Bookrunners or any other person and neither the Company nor the Bookrunners nor
any other person will be liable for any Placee’s decision to participate in the Placing based on any
other information, representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
The UK Placing
Settlement of transactions in the UK Placing Shares (ISIN: IM00B8BV8G91) will take place within the
CREST system. 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 Peel Hunt may agree that the UK Placing Shares should be
issued in certificated form.
Peel Hunt reserve the right to require settlement for the UK Placing Shares, and to deliver the UK
Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Each Placee allocated Placing Shares in the UK Placing will be sent a contract note or electronic
confirmation stating the number of UK Placing Shares to be allocated to it. Each such Placee agrees
that it will do all things necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions as set out in that contract note or electronic
confirmation.
The Company will deliver such UK Placing Shares to a CREST account operated by Peel Hunt as
agent for the Company and Peel Hunt will enter its delivery (DEL) instruction into the CREST system.
The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
The South African Placing
Settlement of transactions in the Placing Shares following Admission will take place within the system
administered by STRATE.
Each Placee allocated Placing Shares in the South African Placing will be sent an electronic
confirmation stating the number of South African Placing Shares to be allocated to it. Each such
Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in
accordance with the standing STRATE instructions as set out in that electronic confirmation.
Settlement of transactions in the South African Placing Shares (ISIN: IM00B8BV8G91) will take place
within the STRATE system. 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 STRATE or the use of
STRATE in relation to the Placing, the Company and Java Capital may agree that the South African
Placing Shares should be issued in certificated form.
Java Capital reserve the right to require settlement for the South African Placing Shares, and to deliver
the South African Placing Shares to Placees, by such other means as they deem necessary if delivery
or settlement to Placees is not practicable within the STRATE system.
General provisions
It is expected that settlement will be on 28 February 2014 in accordance with the instructions given to
the Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of two percentage points above three month Sterling
LIBOR as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may
sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from
the proceeds, an amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that
the trade confirmation is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered 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 South African or United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection with the Placing from the Company
or the Bookrunners.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such Placee’s behalf):
1. Represents and warrants that it has read this Announcement, including this Appendix, in its
entirety;
2. Confirms that the exercise by the Bookrunners of any right of termination or any right of waiver
exercisable by the Bookrunners contained in the Placing Agreement or the South African
Placing Agreement including, without limitation, the right to terminate the Placing Agreement or
the South African Placing Agreement, is within the absolute discretion of the Bookrunners and
the Bookrunners will not have any liability to any Placee whatsoever in connection with any
decision to exercise or not exercise any such rights;
3. Acknowledges that if (i) any of the conditions in the Placing Agreement or the South African
Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement
or the South African Placing Agreement is terminated, or (iii) the Placing Agreement or the
South African Placing Agreement does not otherwise become unconditional in all respects, the
Placing will lapse and its rights (save as to return of funds) and obligations hereunder shall
cease and determine at such time and no claim shall be made by any Placee in respect
thereof;
4. Acknowledges that no offering document or prospectus has been, or will be, prepared in
connection with the Placing and represents and warrants that it has not received a prospectus
or other offering document in connection therewith;
5. Acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the Main
Board and the Main Market, and the Company is therefore required to publish certain business
and financial information in accordance with the rules and practices of the Main Board and the
Main Market and applicable legislation, and that it is able to obtain or access such information
without undue difficulty, and is able to obtain access to such information or comparable
information concerning any other Main Board listed or Main Market listed company, without
undue difficulty;
6. Acknowledges that (i) it is not and, if different, the beneficial owner of the Placing Shares is
not, and at the time the Placing Shares are acquired will not be, a resident of United States,
Australia, Canada, Japan or, Jersey and (ii) that the Placing Shares have not been and will be
registered under the securities legislation of the United States, Australia, Canada, Japan or
Jersey and, subject to certain exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into those jurisdictions;
7. Acknowledges that the content of this Announcement is exclusively the responsibility of the
Company and that neither the Bookrunners nor any person acting on their behalf has or shall
have any liability for any information, representation or statement contained in this
Announcement or any information previously published by or on behalf of the Company and
will not be liable for any Placee’s decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only information on which it is entitled
to rely and on which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such information being all that it
deems necessary to make an investment decision in respect of the Placing Shares and that it
has not relied on any other information given or representations, warranties or statements
made by the Bookrunners or Investec or the Company and neither the Bookrunners nor
Investec nor the Company will be liable for any Placee’s decision to accept an invitation to
participate in the Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in deciding to
participate in the Placing;
8. Represents and warrants that neither it, nor the person specified by it for registration as a
holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax
under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer Placing Shares into a
clearance service;
9. Represents and warrants that it has complied with its obligations in connection with money
laundering and terrorist financing under 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. If within a reasonable time after a request for
verification of identity a Bookrunner has not received such satisfactory evidence, such
Bookrunner may, in its absolute discretion, terminate the Placee’s Placing Participation in
which event all funds delivered by the Placee to such Bookrunner will be returned without
interest to the account of the drawee bank or CREST account from which they were originally
debited;
10. If a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
represents and warrants that the Placing Shares acquired by it in the Placing will be acquired
on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the European Economic Area which has implemented
the Prospectus Directive other than to qualified investors, or in circumstances in which the
prior consent of the Bookrunners has been given to the proposed offer or resale;
11. Represents and warrants that it has not offered or sold and, prior to the expiry of a period of 6
months from Admission, will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their business
or otherwise in circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of FSMA
12. Represents and warrants that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the European Economic Area prior to Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning of the Prospectus
Directive (including any relevant implementing measure in any member state);
13. Represents and warrants that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of FSMA) relating to the UK Placing in
circumstances in which section 21(1) of FSMA does not require approval of the communication
by an authorised person;
14. Represents and warrants that it has complied and will comply with all applicable provisions of
FSMA with respect to anything done by it in relation to the UK Placing in, from or otherwise
involving, the United Kingdom and the applicable South African companies, securities and
financial and intermediary services laws and regulations with respect to anything done by it in
relation to the Placing in, from or otherwise involving, South Africa
15. In the case of the UK Placing only represents and warrants that it is a Relevant Person (other
than a South African Eligible Investor)
16. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for
and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply
to it, and that it and any person acting on its behalf is in compliance with applicable laws in the
jurisdiction of its residence, the residence of the Company, or otherwise;
17. Acknowledges that the Placing Shares have not been and will not be registered under the
Securities Act and further acknowledges that the Placing Shares are being offered and sold
only outside the United States pursuant to Regulation S under the Securities Act in an
“offshore transaction” (as such term is defined in Regulation S under the Securities Act)
18. Undertakes that it (and any person acting on its behalf) will make or procure payment for the
Placing Shares allocated to it in accordance with this Announcement on the due time and date
set out herein, failing which the relevant Placing Shares may be placed with other subscribers
or sold as the applicable Bookrunner may in its discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest or penalties) which may arise upon the sale of such
Placee’s Placing Shares;
19. Acknowledges that its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company
may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
20. Acknowledges that neither the Bookrunners, nor any of their respective affiliates, nor any
person acting on behalf of the Bookrunners, 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 either
Bookrunner and that the 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;
21. Undertakes that the person whom it specifies for registration as holder of the Placing Shares
will be (i) itself or (ii) its nominee, as the case may be. Neither the Bookrunners nor the
Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to participate in the Placing and it agrees to indemnify the Company and
the Bookrunners in respect of the same on the basis that the UK Placing Shares will be
allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of
such Placee, and the South African Placing Shares which will be delivered into the account of
the Placee in accordance with its the provisions for registrations and settlement set out above.
22. Acknowledges that these terms and conditions and any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed in accordance with the
laws of England and Wales and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the 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;
23. Agrees that the Company and the Bookrunners and their respective affiliates and others will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunners on their own behalf
and on behalf of the Company and are irrevocable;
24. Agrees to indemnify on an after tax basis and hold the Company and the Bookrunners and
their respective affiliates harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the provisions of this Appendix shall survive after completion
of the Placing;
25. Acknowledges that its commitment to subscribe Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing. The foregoing representations,
warranties and confirmations are given for the benefit of the Company and the Bookrunners.
The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom
such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends
on the settlement relating only to the subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement assumes, and is based on a
warranty from each Placee, that neither it, nor the person specified by it for registration as
holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax
under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and
clearance services). If there are any such arrangements, or the settlement relates to any other
dealing in the Placing, stamp duty or stamp duty reserve tax may be payable. In that event the
Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and
neither the Company nor the Bookrunners shall be responsible for such stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice and notify the
Bookrunners accordingly;
26. Represents and warrants that it has neither received nor relied on any inside information (as
defined in rule 2 of the Disclosure and Transparency Rules) concerning the Company in
accepting this invitation to participate in the Placing;
27. If it is a pension fund or investment company, its purchase of Placing Shares is in full
compliance with applicable laws and regulations;
28. Acknowledges that no action has been or will be taken by any of the Company, the
Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or
is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required; and
29. Acknowledges that 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 are 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 associates taken as a whole, and
the terms of the Placing, including the merits and risks involved.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom or South Africa 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.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the
Bookrunners and any of their affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the
Bookrunners are receiving a fee in connection with their roles in respect of the Placing as detailed in
the Placing Agreement and the South African Placing Agreement. Further details are available on
request.
In relation to the UK Placing, when a Placee or person acting on behalf of the Placee is dealing with a
Bookrunner, any money held in an account with a Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money within the meaning of the
rules and regulations of the FCA made under 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 such Bookrunner’s money in accordance with the client money rules and
will be used by such Bookrunner in the course of its own business; and the Placee will rank only as a
general creditor of such Bookrunner. In relation to the South African Placing, no money will be held in
an account with a Bookrunner on behalf of any Placees.
All times and dates in this announcement may be subject to amendment. The Bookrunners shall notify
their respective Placees and any person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement:
Admission the admission of the Placing Shares to the Premium Segment of the
Official List becoming effective in accordance with the Listing Rules
and the admission of the Placing Shares to trading on the Main
Market for listed securities becoming effective in accordance with
the Admission and Disclosure Standards of the London Stock
Exchange and the listing of the Placing Shares on the Main Board of
the JSE in accordance with the JSE Listings requirements
Announcement this announcement
Articles of Association the articles of association of the Company
Bookbuild the bookbuilding exercise undertaken by Peel Hunt in respect of the
UK Placing and Java Capital in respect of the South African Placing
Bookrunners Peel Hunt in respect of the UK Placing, and Java Capital in respect
of the South African Placing
Business Day a day not being a Saturday, a Sunday or public holiday on which
banks are open for business in the City of London and
Johannesburg
Companies Acts The Isle of Man Companies Acts 2006 as amended
CREST the relevant system (as defined in the CREST Regulations) of which
Euroclear UK & Ireland is the Operator (as defined in the CREST
Regulations)
CREST Regulations the Uncertificated Securities Regulations 2005 of the Isle of Man
(Statutory Document No. 754/05) as amended
Disclosure and the disclosure and transparency rules produced by the FCA under
Transparency Rules FSMA
Euroclear UK & Ireland Euroclear UK & Ireland Limited, a company incorporated in England
and Wales, being the Operator of CREST
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000
Group the Company and its subsidiaries
Investec Investec Bank plc
Issue Documents this Announcement
Java Capital Java Capital Pty Ltd
JSE JSE Limited
JSE Listing the Listing Requirements issued by the JSE from time to time
Requirements
LIBOR a) the British Bankers Association Interest Settlement Rate
displayed on the appropriate page of the Reuters screen; or
b) if no such rate is available, the arithmetic mean (rounded
upwards to four decimal places) of the rates quoted by the
Reference Banks to leading banks in the London interbank
market,
and in all cases, the rate will be established as at 11.00 a.m. on the
date two Business Days prior to the start of the relevant period for
the offering of deposits in Pounds Sterling
London Stock the London Stock Exchange plc
Exchange
Main Board the Main Board of the JSE
Main Market the Main Market of the London Stock Exchange
Official List the premium segment of the official list of the UK Listing Authority
Operator the meaning given to it in the CREST Regulations
Ordinary Shares ordinary shares of 8 pence each in the capital of the Company
Placees persons procured by (i) Peel Hunt or Investec in accordance with
the Placing Agreement to subscribe for UK Placing Shares pursuant
to the UK Placing; or (ii) Java Capital in accordance with the South
African Placing Agreement to subscribe for Java Capital Placing
Shares pursuant to the South African Placing;
Placing the UK Placing and the South African Placing
Placing Agreement the agreement entered into between Peel Hunt, Investec and the
Company in connection with the UK Placing
Placing Agreements the Placing Agreement and the South African Placing Agreement
Placing Participation a Placee’s allocation in the Bookbuild
Placing Price the price payable per Placing Share as established by the Bookbuild
Placing Shares means the UK Placing Shares and/or the South African Placing
Shares as appropriate
PRA Prudential Regulatory Authority
Prospectus Directive the Directive of the European Parliament and of the Council of 4
November 2003 on the prospectus to be published when securities
are offered to the public or admitted to trading (No 2003/71/EC) (as
amended) (including any relevant implementing measure in any
member states
Regulations the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007
Regulation S Regulation S under the Securities Act
Regulatory any of the regulatory information services set out on the list
Information Service maintained by the FCA
Relevant Persons has the meaning given to it in the terms and conditions of the
Placing set out in the Appendix of this Announcement
Securities Act the US Securities Act of 1933 as amended
South African Placing the placing of the South African Placing Shares by Java Capital on
the terms of this Announcement
South African Placing the agreement entered into between Java Capital and the Company
Agreement in connection with the South African Placing
South African Placing up to 57,762,428 Ordinary Shares to be issued by the Company
Shares pursuant to the South African Placing
STRATE the clearing and settlement system on the JSE operated by STRATE
Limited
subsidiary a subsidiary or a subsidiary undertaking (each as defined in the
Companies Act, and in interpreting those definitions for the purposes
of this Agreement, a company is to be treated as a member of a
subsidiary or a subsidiary undertaking as the case may be even if its
shares are registered in the name of (i) a nominee, or (ii) any party
holding security over those shares, or that secured party’s nominee
UKLA the United Kingdom Listing Authority, a division of the FCA, acting in
its capacity as the competent authority for the purposes of Part VI of
FSMA
UK Listing Rules the listing rules made by the UKLA in accordance with section 73A
(2) of Part VI of FSMA (in each case as these rules may be
amended from time to time)
UK Placing the placing of the UK Placing Shares by Peel Hunt and Investec on
the terms of this Announcement
UK Placing Shares up to 86,643,642 Ordinary Shares (or such other larger number of
new Ordinary Shares as determined by the Company in conjunction
with Peel Hunt and Investec up to a maximum of 115,080,100
Ordinary Shares as described in “Details of the Placing”) to be
issued by the Company pursuant to the Placing less the number of
Ordinary Shares which are actually issued to satisfy entitlements
under the South African Placing
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