Wrap Text
Proposed purchase by the Company of its own ordinary shares and proposed Placing
Raven Property Group Limited
Incorporated in Guernsey
Company number 43371
LSE share code: RAV; JSE share code: RAV
ISIN:GB00B0D5V538
(“Raven” or the “Company”)
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
Proposed purchase by the Company of its own ordinary shares,
Proposed purchase of existing ordinary shares and preference shares by the Company and its
executive management through a joint venture
and
Proposed Placing of existing ordinary shares and preference shares with investors
The Board of Raven announces that conditional agreements have been reached with Invesco Asset
Management Limited (acting as agent for certain of its discretionary managed clients) ("IAML") pursuant to
which IAML has agreed to sell 156,674,424 ordinary shares and 63,571,616 preference shares in the
Company, being all of the ordinary shares and preference shares held by IAML in the Company (the
"Proposed Transaction"). The sale prices for the ordinary shares and the preference shares under the
Proposed Transaction are 21.6 pence per share and 90.8 pence per share respectively.
Under the Proposed Transaction the shares will be sold as follows:
• 9,850,350 ordinary shares would be bought back by the Company and cancelled (the "Company
Purchase");
• 100,000,000 ordinary shares and 32,500,000 preference shares would be acquired by a newly
formed joint venture vehicle, comprising the Company and the Company's executive directors and
certain senior executives (and their related entities) (the "Joint Venture Purchase"); and
• up to 46,824,074 ordinary shares and 31,071,616 preference shares ("Placing Shares") will be
conditionally placed with investors via the Company's broker, Nplus1 Singer Capital Markets Ltd
("N+1 Singer")(the "Placing").
Certain key shareholders have confirmed their support for the Proposed Transaction and their intention to
participate in the Placing.
Joint Venture Vehicle
Under these proposals, 100,000,000 ordinary shares and 32,500,000 preference shares would be acquired
by a newly formed joint venture vehicle ("RH"), comprising the Company and the Executive Management.
RH will be established as a 50:50 joint venture capitalised through the transfer to RH of up to 53,030,301
ordinary shares in the Company by the Executive Management and an equal value of cash by the Company
which will assist the Company in securing a loan facility from VTB Bank part of which will be made available
to RH to finance the Joint Venture Purchase. Now that the conditional agreements with IAML have been
reached, the Company is finalising the credit approved loan facility agreement with VTB Bank.
Further details of the joint venture and the VTB Bank facility will be set out in the circulars to be sent to
ordinary shareholders and preference shareholders in due course.
Launch of Placing
One of the aims of the Proposed Transaction is to provide for a structure that allows IAML to sell
its entire shareholding in the Company. On that basis, the Company has spoken to certain investors
with a view to them in principle agreeing to participate in the Placing. It is currently anticipated that
all of the Placing Shares will be placed with such investors shortly following this announcement.
Quilter Investors, Schroders and Galloway Limited have signed irrevocable agreements with N+1
Singer to purchase 35,250,000 Ordinary Shares, 9,259,259 Ordinary Shares and 2,314,815 Ordinary
Shares (respectively) in the Placing, being all of the Ordinary Shares being placed in the Placing,
on the terms of and subject to the conditions of the Placing contained in this announcement. Quilter
Investors and Galloway Limited have also irrevocably agreed with N+1 Singer, on the terms of and
subject to the conditions of the Placing contained in this announcement, to purchase 13,685,000
Preference Shares and 1,101,322 Preference Shares in the Placing.
The purchase prices for the ordinary shares and preference shares under the Placing are 21.6 pence per
share and 90.8 pence per share respectively. The Placing Shares shall be sold by IAML at and with effect
from Completion free from all encumbrances and together with all rights (including dividends) attached to
or accruing to them at Completion save that IAML shall be entitled to retain any dividends paid before
Completion or declared but not paid prior to Completion in respect of which the record date is a date before
Completion.The Placing will be subject to the terms and conditions set out in the Appendix to this
announcement (which forms part of this announcement).
The final number of Placing Shares placed will be announced at the close of the confirmation process that
N+1 Singer will carry out following this announcement, and the results of the Placing will be announced as
soon as practicable thereafter. Completion of the Placing will, however, remain conditional upon the
requisite approval of shareholders (as further set out below) of the Proposed Transaction, the contracts in
respect of the Company Purchase and the Joint Venture Purchase becoming unconditional (or not being
terminated) and the satisfactory fulfilment of all other applicable legal requirements and any other
requirements of any stock or securities exchanges on which the Company's shares are quoted, listed or
traded in each case in respect of the Proposed Transaction. To the extent that any of the conditions set out
in the conditional agreements with IAML in respect of the Company Purchase and Joint Venture Purchase
are not satisfied or waived before 10 May 2021 (or either of the agreements is terminated) the Proposed
Transaction (including the Placing) will not proceed.
To the extent that as a result of the Placing, or otherwise, investors cannot be found to purchase the
remaining 16,285,294 preference shares which are the subject of the Placing (the "Residual Preference
Shares") or if investors default on or otherwise breach their respective commitments to purchase any of the
Residual Preference Shares or the Company agrees a specific condition (in addition to the Conditions) with
an individual Placee in respect of its participation in the Placing and such condition is not satisfied, the
Company has agreed to purchase those Residual Preference Shares for which investors have not been
found (subject to satisfaction or waiver of the conditions set out in the contract relating to the Company
Purchase) or in respect of which the investors default.
Circulars
Under the FCA's Listing Rules, the Proposed Transaction will involve both a class 1 transaction and certain
related party transactions (involving IAML, as a substantial shareholder in the Company, entering into an
agreement with the Company in respect of the Company Purchase, RH (which will be 50 per cent owned
by the Executive Management (and related entities)) entering into a funding agreement with the Company
to fund the Joint Venture Purchase and the Executive Management, who are directors of the Company and
its subsidiaries, entering into a joint venture agreement with the Company in respect of RH) and is therefore
conditional on the requisite shareholder approvals under the Listing Rules. Under Listing Rule 11.1.10R,
the Company Purchase constitutes a smaller related party transaction and as such does not require the
approval of independent ordinary shareholders.
The Proposed Transaction will also be conditional, inter alia, on ordinary shareholders and preference
shareholders passing any other resolutions necessary to authorise the Proposed Transaction at a general
meeting and preference shareholder class meeting.
The Company intends to publish circulars setting out the details of the Proposed Transaction (and including
notices of a general meeting and a preference shareholder class meeting) to ordinary shareholders and
preference shareholders in early 2021.
The Board has consulted with a number of the Company's largest ordinary shareholders and preference
shareholders regarding the Proposed Transaction. IAML, which owns 156,674,424 ordinary shares
(26.49% of issued ordinary shares) and 63,571,616 preference shares (29.39% of issued preference
shares) has irrevocably committed to vote in favour of the requisite shareholder resolutions in respect of
the Proposed Transaction (to the extent it is permitted to vote by applicable law), as has Quilter Investors,
which owns a further 97,666,603 ordinary shares (16.52% of issued ordinary shares) and 54,833,752
preference shares (25.35% of issued preference shares). Other shareholders representing approximately
15.8% of ordinary shares have indicated their intention to vote in favour of the Proposed Transaction. The
Directors also intend to unanimously vote in favour of the requisite shareholder resolutions in respect of the
Proposed Transaction on which they will be permitted to vote in respect of their respective individual
holdings of ordinary shares and preference shares. In total 70.18% of ordinary shareholders and 62.56%
of preference shareholders have irrevocably committed or indicated their intention to vote in favour of the
Proposed Transaction (to the extent in each case to such shareholders being permitted to vote on the
relevant shareholder resolutions).
Sir Richard Jewson Chairman said "We are delighted to have finalised this transaction in a difficult period
and removed the significant market overhang from both of our listed securities. In particular we wish to
thank VTB and our long term shareholders for their support."
The information contained within this announcement relating to the Proposed Transaction is considered by
Raven Property Group Limited to constitute inside information pursuant to Article 7 of EU Regulation No.
596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via a Regulatory Information Service, this inside information will be
considered to be in the public domain.
The person responsible for arranging for the release of this announcement on behalf of the Company is
Benn Garnham, Company Secretary.
26 January 2021
JSE Sponsor: Rencap Securities (Pty) Limited
Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (Public relations adviser) Tel: +44 (0) 203 151 7008
Tim Robertson
Fergus Young
N+1 Singer (Sponsor, joint financial adviser & UK joint Tel: +44 (0) 20 7496 3000
broker)
Corporate Finance - James Maxwell / Alex Bond
Sales - Alan Geeves / James Waterlow
VTB Capital plc (Joint financial adviser) Tel: +44 (0) 203 334 8000
Alexander Metherell / Igor Grebennikov
Numis Securities Limited (UK joint broker) Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough
Nathan Brown / George Shiel
Renaissance Capital (South African broker) Tel: +27 (11) 750 1448
Yvette Labuschagne
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft (TISE sponsor) Tel: + 44 (0) 1481 732746
Semelia Hamon
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia
and lease to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on
the Main Market of the London Stock Exchange and admitted to the Official List of the Financial Conduct
Authority and the Official List of The International Stock Exchange ("TISE"). Its Ordinary Shares also have
a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock
Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment
portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-
Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St
Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com.
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PARTICIPATE IN THE PLACING AND IN
SO FAR AS IT RELATES TO INVESTORS PARTICIPATING IN THE PLACING IT IS ONLY ADDRESSED
TO AND DIRECTED AT INVITED PLACEES WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"); AND (2) IN THE UNITED KINGDOM, INVESTORS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE "ORDER"); (II) FALLS WITHIN ARTICLE 43(2)(A) TO (D) OF THE ORDER; (III) OR
FALLS WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS WHO MAY
OTHERWISE LAWFULLY PARTICIPATE IN THE PLACING (ALL SUCH PERSONS REFERRED TO IN
(1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS OR ANY RELEVANT PERSON WHO
HAS NOT BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS WHO HAVE BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE
PLACING AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not
constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the
United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer
or solicitation is unlawful.
The securities referred to herein have not been, and will not be, registered under the US Securities Act of
1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other
jurisdiction of the United States or of Canada, Australia, South Africa or Japan or of any other jurisdiction.
Such securities may not be offered or sold in the United States unless registered under the US Securities
Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the
US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States.
There will be no public offering of such securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United
States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any
investment decision to buy securities in the Placing must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has not been independently verified by N+1
Singer or VTB Capital plc (“VTB Capital”) or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly,
in or into or from the United States (including its territories and possessions, any state of the United
States and the District of Columbia ), Canada, Australia or Japan. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into whose possession this document or other
information referred to herein comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company, N+1 Singer, VTB Capital or any of
their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in
any jurisdiction or possession or distribution of this announcement or any other offering or publicity material
relating to the 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 N+1 Singer to inform
themselves about and to observe any applicable restrictions.
N+1 Singer, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United
Kingdom, is acting only for the Company in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections offered to its clients nor for providing advice
in relation to the Placing or any matters referred to in this announcement.
VTB Capital, which is authorised in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting exclusively
for the Company and no-one else in connection with the Placing and this announcement, and will not be
responsible to anyone other than the Company for providing the protections afforded to clients of VTB
Capital nor for providing advice in connection with the Placing or this announcement or any matter referred
to herein.
N+1 Singer and VTB Capital and any of its affiliates acting as an investor for its own account may participate
in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or dispose of Placing Shares. N+1 Singer
and VTB Capital do not intend to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so.
None of N+1 Singer or any of its directors, unlimited partners, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information relating to the Company or
its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
None of VTB Capital or any of its directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the Company or its
subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to be, forward-looking statements. These
forward-looking statements may be identified by the use of forward-looking terminology, including the terms
"intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical facts. Any forward-looking statements
are subject to risks relating to future events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic conditions, evolving business strategy, or the retail
industry. No assurances can be given that the forward-looking statements in this document will be realised.
As a result, no undue reliance should be placed on these forward-looking statements as a prediction of
actual results or otherwise.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") DOES NOT CONSTITUTE AN OFFER TO PARTICIPATE IN THE
PLACING AND IS FOR INFORMATION PURPOSES ONLY AND IN RESPECT OF THOSE PERSONS
PARTICIPATING IN THE PLACING IS DIRECTED ONLY AT AND MAY ONLY BE COMMUNICATED TO
INVITED PLACEES WHO ARE: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE "EEA"), WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
OR (B) IN THE UNITED KINGDOM, INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OF THE UNITED KINGDOM, AS AMENDED (THE
"ORDER"), (II) PERSONS WHO FALL WITHIN ARTICLE 43(2)(A) TO (D) ("MEMBERS AND CREDITORS
OF CERTAIN BODIES CORPORATE") OF THE ORDER, (III) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN
RESPECT OF THEIR PARTICIPATION IN THE PLACING (ALL SUCH PERSONS REFERRED TO IN (A),
(B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS OR ANY RELEVANT PERSON WHO HAS NOT BEEN INVITED BY THE
COMPANY TO PARTICIPATE IN THE PLACING. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS WHO HAVE BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING AND
WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE 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 KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms used in this Appendix have the meanings ascribed to them at
the end of this Appendix.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or
the solicitation of an offer to buy securities referred to herein in any jurisdiction including, without limitation,
the United States, any Restricted Territory (as defined below) or in any jurisdiction where such offer or
solicitation is unlawful.
This Announcement may be released, published or distributed by the Company for information purposes
only in accordance with its continuous disclosure obligations under applicable laws including the rules and
requirements of the Johannesburg Stock Exchange and the Moscow Stock Exchange.
This Announcement, and the information contained herein, is not for release, publication or distribution,
directly or indirectly, to persons in the United States, Australia, Canada, Japan or in any jurisdiction in which
such publication or distribution is restricted, unlawful or unauthorised (each a "Restricted Territory"). The
distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company, N+1 Singer, VTB Capital
or any of their respective Affiliates or agents which 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 (including, without
limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and N+1 Singer to inform themselves
about, and to observe, any such restrictions.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in
any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation,
partnership or other entity created or organised in or under the laws of a Restricted Territory.
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 N+1 Singer or VTB Capital or any of their respective 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 party or its advisers, and any liability therefore is expressly
disclaimed.
N+1 Singer are acting exclusively for the Company and for no-one else in connection with the Placing and
are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing
the protections afforded to their clients or for providing advice in relation to the Placing.
VTB Capital is acting exclusively for the Company and for no-one else in connection with the Placing and
are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing
the protections afforded to their clients or for providing advice in relation to the Placing.
None of the Company, N+1 Singer or VTB Capital or their respective Affiliates, or any person acting on
behalf of any of them, make any representation or warranty, express or implied, to any Placees regarding
an investment in the securities referred to in this Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given will be deemed to have read
and understood this Announcement in its entirety, and to be participating, making an offer for and
acquiring Placing Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants and acknowledges that:
a) it is a Relevant Person 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) except as otherwise permitted by the Company and subject to any available exemptions from
applicable securities laws, it and any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States acquiring 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"); and
c) if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that
it understands the resale and transfer restrictions set out in this Appendix and that any Placing
Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or resale in a member state of the
EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in
which the prior consent of N+1 Singer and the Company have been given to each such proposed
offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing and the Placing Shares
N+1 Singer, as sole bookrunner, and Raven Property Group Limited (the "Company") have today entered
into an engagement letter under which, on the terms and subject to the conditions set out therein, N+1
Singer, as agent for and on behalf of the Company, has agreed to confirm the commitment of placees (the
"Placees") to purchase up to 46,824,074 existing Ordinary Shares (the "Ordinary Placing Shares") at 21.6
pence per Ordinary Placing Share and up to 31,071,616 existing Preference Shares (the "Preference
Placing Shares") at 90.8 pence per Preference Placing Share currently held by IAML (together, the
"Placing Shares") by way of a placing of such shares (the "Placing").
The Placing Shares shall be sold by IAML at and with effect from Completion free from all encumbrances
and together with all rights (including dividends) attached to or accruing to them at Completion save that
IAML shall be entitled to retain any dividends paid before Completion or declared but not paid prior to
Completion in respect of which the record date is a date before Completion.The Placing will be subject to
the terms and conditions set out in this Appendix (which forms part of the announcement).
Placing
N+1 Singer will today commence the process of confirming the participation in the Placing by Placees (the
"Confirmation Process"). This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Participation in, and principal terms of, the Placing
1. N+1 Singer are acting as sole bookrunner and arranging the Placing as agent of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited
to participate by N+1 Singer. N+1 Singer and its Affiliates are not entitled to enter bids in the
Confirmation Process as principal (except with the consent of the Company).
3. The Confirmation Process will establish the number of Placing Shares to be sold by IAML following
completion of such process. The number of Placing Shares to be sold will be announced on an RIS
following the completion of the Confirmation Process via a results announcement (the "Results
Announcement").
4. To bid in the Confirmation Process, prospective Placees should communicate their bid by telephone
or writing to their usual sales or equity capital markets contact at N+1 Singer. Each bid must state
the number of Ordinary Placing Shares and Preference Placing Shares which the prospective
Placee wishes to purchase at the Ordinary Placing Price (in the case of the Ordinary Placing
Shares) and the Preference Placing Price (in the case of the Preference Placing Shares). Bids may
be scaled down by the Company on the basis referred to in paragraph 9 below. The Company in
its absolute discretion reserves the right not to accept bids, to accept bids in part rather than in
whole or to accept bids with conditions (in addition to the Conditions) and may in it is absolute
discretion treat Placees differently.
5. A bid in the Confirmation Process will be made on the terms and subject to the conditions in this
Announcement and will be legally binding on the prospective Placee on behalf of which it is made
and, except with the Company's consent, will not be capable of variation or revocation after the
time at which it is submitted (save as specifically agreed by the Company as regards any particular
Placee). Save as specifically agreed to by the Company in respect to any particular Placee, each
prospective Placee will have an immediate, irrevocable and binding obligation owed to IAML (and
enforceable by the Company and IAML) to pay to them (or as they may otherwise direct) in cleared
funds at the time set out in paragraph 12, an amount equal to the product of the Placing Price and
the number of Placing Shares such prospective Placee has agreed to acquire and IAML has agreed
to transfer such Placing Shares to that Placee. Each prospective Placee's obligations will be owed
to each of the Company and IAML.
6. The Confirmation Process is expected to be completed by no later than 5.00 p.m. (UK time) on 29
January 2021 but may be completed earlier or later at the discretion of the Company. N+1 Singer
may, having first obtained the consent of the Company, accept bids that are received after the
Confirmation Process has closed.
7. Each prospective Placee's allocation will be determined by the Company in its sole discretion and
each Placee's allocation will be confirmed orally by N+1 Singer (as an agent of the Company)
following the close of the Confirmation Process and a contract note or electronic confirmation will
be despatched thereafter. The oral confirmation to such prospective Placee will constitute an
irrevocable legally binding commitment upon that person (who will at that point become a Placee)
in favour of the Company and IAML to acquire 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 and all applicable laws.
8. Each Placee's allocation and commitment will be evidenced by a contract note or electronic
confirmation issued to such Placee by N+1 Singer. This Appendix will be deemed incorporated in
that contract note or electronic confirmation.
9. Subject to paragraphs 4 and 5 above, the Company may choose to accept bids, either in whole or
in part, may scale down any bids for this purpose on such basis as it determines or accept bids
with conditions agreed between the Company and individual Placees (in addition to the Conditions).
The Company may also, notwithstanding paragraphs 4 and 5 above, (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a bid after that time and/or (ii) allocate
Placing Shares after the Confirmation Process has closed to any person submitting a bid after that
time. The acceptance of offers (or the acceptance of any specific conditions in offers by prospective
Placees (in addition to the Conditions)) shall be at the absolute discretion of the Company. The
Company reserves the right, in its absolute discretion, to treat Placees differently and reduce or
seek to increase the number of Placing Shares to be offered pursuant to the Placing. Without
prejudice to the foregoing, the Company may in certain circumstances reduce the allocation of
Placing Shares to a Placee on the basis set out in the paragraph below under "Termination rights
and Reduction in the Number of Placing Shares". In such circumstances Placees will be notified
and they will each continue to be bound by their obliagations pursuant to the Placing in respect of
such reduced number of Placing Shares they have been allocated.
10. The allocation of Placing Shares to Placees located in the United States shall be conditional on the
receipt, compliance and/or execution (as may be applicable) by each Placee of or with an investor
representation letter in the form provided to that Placee by N+1 Singer or its Affiliates.
11. Except as required by law or regulation, no press release or other announcement will be made by
N+1 Singer or the Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed,
settlement of all Placing Shares to be acquired pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Confirmation Process and Placing will be subject to fulfilment or (where
applicable) waiver of the Conditions referred to below under "Conditions of the Placing" and to the
Placing (and as regards an individual Placee any specific conditions that the Company may in its
absolute discretion agree with such individual Placee) not being terminated or reduced on the basis
referred to below under "Termination rights and Reduction in the Number of Placing Shares". The
Placing will not proceed if both Invesco Sale Agreements do not become unconditional, or one or
both of them are terminated.
14. By participating in the Confirmation Process, each Placee agrees that its rights and obligations in
respect of the Placing will terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee (unless the Company agrees such a specific
provision with a Placee)
15. To the fullest extent permissible by law, neither N+1 Singer nor the Company nor any of their
respective Affiliates, agents, advisors, directors, officers or employees shall have any responsibility
or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise)
in connection with the Placing or the Confirmation Process. In particular, neither N+1 Singer, the
Company nor any of their respective Affiliates, agents, advisors, directors, officers or employees
shall have any responsibility or liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the N+1 Singer's or the Company's conduct of the Confirmation
Process or of such alternative method of effecting the Placing as N+1 Singer and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon:
(a) the resolutions of the Ordinary Shareholders and Preference Shareholders required for the Company
to complete the Proposed Transaction (whether as a matter of law or regulation) having been duly
passed by the requisite majorities at each of the General Meeting and Preference Shareholder
Meeting (or in each case at any adjournment thereof) without material amendment;
(b) it being lawful for the Company to complete the Proposed Transaction pursuant to the Law including,
without limitation, the directors of the Company being able to certify immediately prior to completion
of the Proposed Transaction that the Company will meet the solvency test contained in the Law
immediately following completion of the Proposed Transaction;
(c) all applicable requirements of all stock or securities exchanges on which any of the Company's
securities are quoted, listed or traded have been met as regards the Proposed Transaction and the
applicable rules of any Regulatory Authority having been met as regards the Proposed Transaction;
and
(d) the Joint Venture Sale Contract and the Company Buyback Agreement remaining in full force and
effect and, save for any condition in either agreement relating to the other agreement becoming
unconditional, becoming and remaining wholly unconditional in accordance with their respective
terms,
(the “Conditions”).
The Company has the power (in its absolute discretion) to waive such conditions (save and to the extent
where such waiver would render all or part of the Proposed Transaction unlawful if it were to proceed
without such condition being satisfied). If (i) any of the conditions contained in the Invesco Sale Agreements,
including those described above, are not fulfilled or waived by the Company by 10 May 2021 or (ii) either
or both of the Invesco Sale Agreements are terminated in accordance with their respective terms prior to
such time, the Placing will not proceed and each 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.
None of N+1 Singer, the Company or any of their respective Affiliates, or any of their or its respective
Affiliates' directors, officers, employees, agents or advisers, or any other person shall have any
responsibility or 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 the satisfaction of any
condition set out above nor for any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally (including in respect of any specific condition that may be agreed between
the Company and an individual Placee, in addition to the Conditions), and by participating in the Placing
each Placee agrees that any such decision is within the absolute discretion of the Company.
Termination rights and reduction in the number of Placing Shares
If at any time before completion of the Proposed Transaction, the Company becomes aware that:
(a) any of the warranties provided by IAML in the Invesco Sale Agreements (the "Invesco Warranties")
was, when given, untrue, inaccurate or misleading; or
(b) any of the Invesco Warranties would not be true, accurate and not misleading if then repeated by
reference to the facts subsisting at the time; or
(c) IAML, and certain funds managed by IAML, has failed to comply with or has breached any of its
obligations under either of the Invesco Sale Agreements,
then the Company may by notice to IAML terminate the Invesco Sale Agreements with immediate effect
and the Placing shall not proceed.
The funds managed by IAML and who are party to the Invesco Sale Agreements each have the right to
immediately terminate each of the Invesco Sale Agreements:
(a) if required by law or regulation or pursuant to any order or ruling by a Court or competent judicial
body or by any competent authority (under Part VI of the FSMA); or
(b) if directly or indirectly requested by a regulator of competent jurisdiction; or
(c) where such fund has terminated or given notice to terminate its professional relationship with IAML
in circumstances where such fund is no longer to bound to honour any pre-existing obligations or
undertaking in respect of any of the Ordinary Shares and/or Preference Shares being sold between
the Company Purchase, Joint Venture Purchase or the Placing thatit beneficially owns,
provided that such termination shall not affect the operation of the Invesco Sale Agreements as between
the other parties to those Invesco Sale Agreements, including any fund managed by IAML which has not
validly exercised its right of termination.
Pursuant to the Invesco Sale Agreements, IAML and the funds managed by IAML also have the ability
where it is required by law, regulation or Court or a competent authority order to do so, to transfer some or
all of the Ordinary Shares or Preference Shares that are the subject of the Company Purchase, Joint
Venture Purchase or the Placing. In such circumstances and where one fund managed by IAML terminates
its obligations under the Invesco Sale Agreement but not the other, it is anticipated that the Proposed
Transaction would proceed but with IAML and the funds managed by IAML disposing of the reduced
number of Ordinary Shares and Preference Shares (as the case may be) pursuant to the Company
Purchase, Joint Venture Purchase or the Placing. The Company shall have sole and absolute discretion
with IAML as to how to allocate such reduced number of Ordinary Shares and/or Preference Shares being
sold between the Company Purchase, Joint Venture Purchase or the Placing and as between Placees
under the Placing. In the event that such circumstances apply, the Company will announce the details
through an RIS and will itself (or through N+1 Singer) notify any Placees if their allocation of Placing Shares
will be reduced as a result of such circumstances, in which case Placees will be obliged to continue to
comply with their obligations under the Placing in respect of such reduced amount of Placing Shares in
respect of which they have been allocated.
No prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority (or any other competent authority) in relation to the Placing,
and Placees' commitments will be made solely on the basis of publicly available information taken together
with the information contained in this Announcement, including any Exchange Information previously
published by or on behalf of the Company simultaneously with or prior to the date of this Announcement
and subject to the further terms set forth in the contract note or electronic confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation 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 that it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company (other than publicly available information) or
N+1 Singer or their respective Affiliates or any other person and neither N+1 Singer nor the Company nor
any of their respective Affiliates nor any other person will be liable for any Placee's decision to participate
in the Placing based on any other information, representation, warranty or statement which the Placees
may have obtained or received (regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any
person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (Ordinary Share ISIN: GB00B0D5V538, Preference Share
ISIN: GG00B55K7B92) will take place within CREST, using the delivery versus payment mechanism,
subject to certain exceptions.
Following the close of the Confirmation Process for the Placing, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic communication in each case a separate communication
for Ordinary Placing Shares and Preference Placing Shares stating the number of Ordinary Placing Shares
and/or Preference Placing Shares to be allocated to it at the Ordinary Placing Price or Preference Placing
Price (as the case may be) and the aggregate amount owed by such Placee to IAML and settlement
instructions.
Each Placee agrees 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 that it has in place with
N+1 Singer.
IAML will deliver the Placing Shares to a CREST account operated by N+1 Singer as agent for IAML and
N+1 Singer will enter its delivery (DEL) instruction into the CREST system. N+1 Singer will hold any Placing
Shares delivered to this account as nominee for the Placees. 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.
It is expected that settlement will take place on the Business Day following satisfaction or waiver of the
conditions set out above in accordance with the instructions given to N+1 Singer.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the
arrangements set out above at the rate of two percentage points above LIBOR as determined by N+1
Singer.
Each Placee agrees that, if it does not comply with these obligations, N+1 Singer may (at the direction of
the Company) sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for IAML's account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below
the aggregate amount owed by it and 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 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
contract note or electronic communication 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 to as provided below, be so registered free from any liability to stamp
duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty
reserve tax (together with interest, fines and penalties) is payable in respect of the allocation, acquisition or
delivery of the Placing Shares (or if, for the avoidance of doubt, any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), neither
N+1 Singer nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with N+1
Singer (in their capacity as sole bookrunner and placing agent of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
(a) it has read and understood this Announcement, including this Appendix, in its entirety and that its
purchase of Placing Shares is subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate this Announcement 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 the Confirmation Process, the
Placing, the Company, the Placing Shares or otherwise;
(b) that no offering document or prospectus 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
and will not receive a prospectus, admission document or other offering document in connection
with the Confirmation Process, the Placing or the Placing Shares;
(c) that the Ordinary Shares are listed on the premium listing segment of the Official List, are admitted
to the official list of The International Stock Exchange ("TISE") and have a secondary listing on the
main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange and the
Preference Shares are listed on the standard listing segment of the Official List and are admitted
to the official list of TISE and that the Company is therefore required to publish certain business
and financial information in accordance with applicable law, including pursuant to MAR, the rules
and practices of the London Stock Exchange, the FCA, the Disclosure Guidance and Transparency
Rules of the FCA, the Prospectus Regulation and the Companies (Guernsey) Law 2008
(collectively, the "Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it has reviewed such Exchange
Information and that it is able to obtain or access such Exchange Information;
(d) that neither N+1 Singer nor the Company nor any of their respective Affiliates nor any person acting
on behalf of any of them has provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Confirmation Process, the Placing or the Company
or any other person other than this Announcement, nor has it requested any of N+1 Singer, the
Company, or any of their respective Affiliates nor any person acting on behalf of any of them to
provide it with any such material or information;
(e) unless otherwise specifically agreed with N+1 Singer, that it is not, and at the time the Placing
Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of
a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not
been and will not be registered or otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved in respect of any of the
Placing Shares under the securities legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
(f) that the content of this Announcement is exclusively the responsibility of the Company and that
neither N+1 Singer nor any of its Affiliates nor any person acting on its behalf has or shall have any
responsibility or liability for any information, representation or statement contained in this
Announcement or any information previously or subsequently published by or on behalf of the
Company, including, without limitation, any Exchange Information, 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 any information previously published by or on behalf
of the Company or otherwise. Each Placee further acknowledges, confirms, undertakes,
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 acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it deems necessary
to make an investment decision in respect of the Placing Shares, and that it has neither received
nor relied on any other information given or investigations, representations, warranties or
statements made by N+1 Singer or the Company or any of its respective Affiliates, directors,
officers, employees, agents or advisors and neither N+1 Singer nor the Company or any of its
respective Affiliates, directors, officers, employees, agents, advisors 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 and that neither N+1 Singer nor any of its Affiliates, directors, officers,
employees, agents or advisors have made any representations to it, express or implied, with
respect to the Company, the Confirmation Process, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and each of them expressly
disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent misrepresentation made by that
person;
(g) that it has not relied on any information, representation or statement relating to the Company
contained in any research reports prepared by N+1 Singer, any of its Affiliates or any person acting
on its or any of its Affiliates' behalf and understands that (i) neither the N+1 Singer, nor any of its
Affiliates nor any person acting on its behalf has or shall have any liability for public information or
any representation; (ii) neither N+1 Singer, nor any of its Affiliates nor any person acting on its
behalf has or shall have any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this document or otherwise;
and that (iii) neither N+1 Singer, nor any of its Affiliates nor any person acting on their behalf makes
any representation or warranty, express or implied, as to the truth, accuracy or completeness of
such information, representation or statement whether at the date of publication, the date of this
Announcement or otherwise;
(h) that the allocation, acquisition and delivery to it, or the person specified by it for registration as
holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the
Placing as nominee or agent for any person to whom the allocation, acquisition or delivery of the
Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a
clearance service;
(i) acknowledges that no action has been or will be taken by the Company, N+1 Singer or any person
acting on behalf of the Company or N+1 Singer that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any action for that purpose is required;
(j) that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained
all such governmental, regulatory and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will or may result in N+1 Singer, the
Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
(k) that it (and any person acting on its behalf) has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) and will honour such obligations;
(l) that it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, 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 (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;
(m) that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it
is duly authorised to do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii) it is and will remain
liable to N+1 Singer and the Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another person);
(n) if in a member state of the EEA (other than the United Kingdom), that it is a "Qualified Investor"
within the meaning of Article 2(e) of the Prospectus Regulation and that it is either (i) acquiring the
Placing Shares for its own account, or (ii) acting as a financial intermediary to which paragraph (s)
below applies;
(o) if in the United Kingdom, that it is an investor (i) having professional experience in matters relating
to investments who falls within the definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom
(the "Order"), (ii) who falls within Article 43(2)(a) to (d) ("Members and creditors of certain bodies
corporate") of the Order, (iii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iv) to whom this Announcement may otherwise
lawfully be communicated in respect of their participation in the Placing and, in each case, it
undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
(p) that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of
it, or any other presentation 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 in the United States;
(q) where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants
and undertakes that it is authorised in writing by each managed account to acquire the Placing
Shares for each managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
(r) that if it is a pension fund or investment company, it represents, warrants and undertakes that its
acquisition of Placing Shares is in full compliance with applicable laws and regulations;
(s) if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus
Regulation, that the 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 a Member State of the EEA other than Qualified Investors, or in circumstances in which
the prior consent of the Company has been given to the proposed offer or resale;
(t) that it has not offered or sold and, prior to the expiry of a period of six months from the date of
completion of the Proposed Transaction, will not offer or sell any Placing Shares to persons in the
United Kingdom, except to Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
(u) that any offer of Placing Shares may only be directed at persons in Member States of the EEA who
are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not result in an offer to the
public in any Member State of the EEA within the meaning of the Prospectus Regulation or in any
other circumstances which would result in any requirement for the publication of a prospectus under
the Prospectus Regulation;
(v) 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 the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an authorised
person;
(w) that it has complied and will comply with all applicable laws (including all relevant provisions of the
FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything
done in, from or otherwise involving, the United Kingdom;
(x) if it has received any "inside information" (as defined in MAR) about the Company in advance of
the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such information to any person
except as permitted by MAR, prior to the information being made publicly available or taken any
other action that is in breach of MAR;
(y) that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled
to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it
has paid any transfer or other taxes due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company, N+1 Singer, any of their
respective Affiliates or any person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti money laundering requirements of any territory in
connection with the Placing and (iv) that the purchase of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of
its residence, the residence of the Company, or otherwise;
(z) that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to
it in accordance with this Announcement on the due time and date set out herein against delivery
of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other
Placees or sold as N+1 Singer may in their absolute discretion determine and without liability to
such Placee. It will, however, 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 or
stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out
or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares
on its behalf;
(aa) that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to
which it will be entitled, and required, to acquire, and that N+1 Singer or the Company may call
upon it to acquire for a lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
(bb) that neither N+1 Singer nor any of their Affiliates nor any person acting on their behalf, is making
any recommendations to it, or advising it regarding the suitability or merits 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 N+1 Singer and that N+1 Singer do not have any duties or
responsibilities to it for providing the protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor for the exercise or performance of any of the N+1
Singer's rights and obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
(cc) that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. None of N+1 Singer, the Company or any of their respective
Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify
each of N+1 Singer, the Company and any of their respective Affiliates in respect of the same on
an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account
of N+1 Singer who will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
(dd) 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 courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other obligation arising out of or
in connection with such contract), except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with any interest chargeable thereon) may be
taken by N+1 Singer or the Company 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;
(ee) that each of N+1 Singer, the Company and their respective Affiliates and others will rely upon the
truth and accuracy of the representations, warranties, agreements, undertakings, confirmations
and acknowledgements set forth herein and which are given to N+1 Singer on their own behalf and
on behalf of the Company and are irrevocable and it irrevocably authorises each of N+1 Singer and
the Company to produce this Announcement, pursuant to, in connection with, or as may be required
by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
(ff) that it will indemnify on an after-tax basis and hold each of N+1 Singer, the Company and their
respective Affiliates and any person acting on their behalf harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach of the representations, warranties, acknowledgements, agreements,
confirmations and undertakings in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
(gg) acknowledges that it irrevocably appoints any director of any of N+1 Singer 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;
(hh) that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and
in the contract note or electronic communication 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
N+1 Singer's conduct of the Placing;
(ii) that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge,
sophistication and experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) 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 participating in, and is able to sustain a
complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits and risks involved and not upon
any view expressed or information provided by or on behalf of N+1 Singer, (iv) it has had sufficient
time and access to information to consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such investment, has so conducted its
own investigation to the extent that it deems necessary to enable it to make an informed investment
decision and is aware and understands that an investment in the Placing Shares involves a
considerable degree of risk, and (v) it will not look to the Company, N+1 Singer, any of their
respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it
or they may suffer;
(jj) acknowledges and agrees that none of N+1 Singer, the Company, any of their Affiliates or any
person acting on behalf of any of them owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or indemnities in the Placing Agreement
or otherwise;
(kk) understands and agrees that it may not rely on any investigation that N+1 Singer or any person
acting on its behalf may or may not have conducted with respect to the Company and its Affiliates
or the Placing and N+1 Singer have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing
Shares;
(ll) acknowledges and agrees that it will not hold N+1 Singer or any of their Affiliates or any person
acting on their behalf responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that neither N+1 Singer nor any person acting
on behalf of N+1 Singer, makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any responsibility for any of such
Information;
(mm) that in connection with the Placing, N+1 Singer and any of their Affiliates acting as an investor for
its own account may (with the consent of the Company) take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly, references in this
Announcement to shares being offered or placed should be read as including any offering or
placement of such shares in the Company to N+1 Singer and any of their Affiliates acting in such
capacity. In addition N+1 Singer may enter into financing arrangements and swaps with investors
in connection with which N+1 Singer may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither N+1 Singer nor any of their
Affiliates intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
(nn) acknowledges that (i) the Placing Shares have not been and will not be registered or otherwise
qualified under the Securities Act or under the securities laws of any state or other jurisdiction of
the United States, nor approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other United States regulatory authority;
(ii) the Placing Shares are being offered and sold (a) in the United States to QIBs in accordance
with Rule 144A or pursuant to an exemption from the registration requirements of the Securities
Act in a transaction not involving any "public offering", (b) outside the United States in reliance on
Regulation S, or (c) pursuant to another transaction exempt from or not subject to the registration
requirements of the Securities Act and (iii) the Placing Shares may not be reoffered, resold, pledged
or otherwise transferred except in transactions not requiring registration under the Securities Act;
(oo) that N+1 Singer and their Affiliate's 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 and that N+1 Singer and their Affiliates may provide
such services to the Company and/or its Affiliates in the future;
(pp) represents and warrants that, unless it is a QIB in the United States to whom the Placing Shares
will be offered on a private placement basis, (a) each of it and each beneficial owner of the Placing
Shares for whom it is acting is and at the time the Placing Shares are acquired will be, located
outside the United States and is and will be acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S and (b) it will not offer or sell,
directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance
with Regulation S or in the United States pursuant to Rule 144A or another exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act; and
(qq) that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or
it is located outside the United States and it is not acquiring any of the Placing Shares as a result
of any form of directed selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings, representations, warranties and
confirmations are given for the benefit of the Company as well as N+1 Singer (for their own benefit and,
where relevant, the benefit of their Affiliates and any person acting on their behalf) and are irrevocable.
Each Placee, and any person acting on behalf of a Placee, acknowledges that none of N+1 Singer, the
Company, any of their Affiliates, agents, advisors, directors, officers or employees owe any fiduciary or
other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement or otherwise.
Neither N+1 Singer nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any
other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such
arrangements, or any arrangements that arise subsequent to their acquisition by Placees or for transfer
taxes arising otherwise than under the laws of Guernsey or the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee
agrees to indemnify on an after-tax basis and hold the N+1 Singer and/or the Company and their Affiliates
harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee acknowledges and is aware that N+1 Singer is receiving a fee in connection with its role in
respect of the Placing.
When a Placee or person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an
account with N+1 Singer 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 N+1 Singer's money in
accordance with the client money rules and will be used by N+1 Singer in the course of its own business;
and the Placee will rank only as a general creditor of N+1 Singer.
All times and dates in this Announcement may be subject to amendment by the Company (in its absolute
discretion). N+1 Singer shall notify the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons needing advice should consult an
independent financial adviser being (i) if you are resident in the United Kingdom, a financial adviser who is
authorised under the Financial Services and Markets Act 2002, as amended, or (ii) another appropriately
authorised professional.
The rights and remedies of N+1 Singer 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.
Each Placee may be asked to disclose in writing or orally to N+1 Singer:
(a) if the Placee is an individual, the Placee's nationality; or
(b) if the Placee is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
DEFINITIONS
Unless otherwise stated, in this Announcement:
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under
the Securities Act, as applicable;
"Announcement" means this Announcement (including the Appendix to this Announcement);
"Board" means the board of directors of the Company;
"Business Day" means any day on which banks are generally open in England and Guernsey for the
transaction of business, other than a Saturday, Sunday or public holiday;
"Company" means Raven Property Group Limited;
"Company Buyback Agreement" means the off market share sale and purchase and commitment to sell
agreement between, amongst others, the Company and IAML and dated on or around the date of this
Announcement;
“Completion” means completion of the Proposed Transaction;
“Conditions” the conditions to the Placing as defined in the section of the Appendix to the Announcement
entitled "Conditions of the Placing";
"Confirmation Process" means the process to be commenced by N+1 Singer after this Announcement
has been released to confirm placees for the Placing Shares, as described in this Announcement and
subject to the Terms and Conditions set out in this Announcement;
"CREST" means the computerised settlement system to facilitate transfer of title to an interest in securities
in uncertificated form operated by Euroclear UK & Ireland;
"EEA" means European Economic Area;
"Exchange Information" has the meaning given to it in paragraph (c) under the heading "Representations
and warranties" in the Appendix to this Announcement;
"Executive Management" means Anton Bilton, Glyn Hirsch, Adrian Baker, Igor Bogorodov, Colin Smith
and Mark Sinclair (and their related entities);
"FCA" means the UK Financial Conduct Authority or its successor from time to time;
"FSMA" means the Financial Services and Markets Act 2000 of the United Kingdom;
"General Meeting" means the general meeting of the Company where the resolutions required to be
approved by Ordinary Shareholders for the Company to complete the Proposed Transaction will be
proposed;
"Group" means the Company and its subsidiary undertakings;
"IAML" means Invesco Asset Management Limited (acting as agent for its underlying funds);
"Information" has the meaning given to it in paragraph (ll) under the heading "Representations and
warranties" in the Appendix to this Announcement;
"Invesco Sale Agreements" means the Joint Venture Sale Contract and the Company Buyback
Agreement;
"Joint Venture Sale Contract" means the share purchase agreement between, amongst others, Raven
Holdings Limited and IAML and dated on or around the date of this Announcement;
"Law" means the Companies (Guernsey) Law, 2008, as amended which is in force in Guernsey and applies
to the Company;
"Listing Rules" means the rules of the FCA relating to companies admitted to the Official List;
"London Stock Exchange" means the London Stock Exchange Group plc;
"MAR" means the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
"N+1 Singer" means Nplus1 Singer Capital Markets Ltd;
"Official List" means the official list of the FCA;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the
United Kingdom;
"Ordinary Placing Price" means 21.6 pence per Ordinary Share;
"Ordinary Share" means an ordinary share of £0.01 each in the capital of the Company;
"Ordinary Shareholders" means the holders of the Ordinary Shares;
"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a
commitment to purchase the Placing Shares has been given;
"Placing" means the placing of the Placing Shares by N+1 Singer, on behalf of the Company;
"Placing Price" means 21.6 pence per Ordinary Share and 90.8 pence per Preference Share;
"Placing Shares" means the up to 46,824,074 existing Ordinary Shares and up to 31,071,616 existing
Preference Shares held by IAML's underlying funds to be sold pursuant to the Placing;
"Preference Placing Price" means 90.8 pence per Preference Share;
"Preference Shareholder Meeting" means the class meeting of the Company where the resolutions
required to be approved by the Preference Shareholders for the Company to complete the Proposed
Transaction will be proposed;
"Preference Shareholders" means holders of the Preference Shares;
"Preference Shares" means the 12 per cent. cumulative redeemable preference shares of £0.01 each;
"Prospectus Regulation" means the UK version of Regulation (EU) No. 2017/1129 which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018;
"QIB" means a qualified institutional buyer as defined in Rule 144A;
"Quilter Investors" means Quilter Investors Limited;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 of the United Kingdom;
"Regulatory Authority" means the FCA, the UK Takeover Panel and any other governmental, state or
federal regulator, department, agency, body or office whether in the United Kingdom, Guernsey or
elsewhere in the world having authority or jurisdiction in respect of the Company or the Proposed
Transaction.
"Regulatory Information Service" or "RIS" means an information service that is approved by the London
Stock Exchange;
"Relevant Persons" has the meaning given to it under the heading "Important Information on the Placing
for Invited Placees Only" in the Appendix to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan or South Africa or any
jurisdiction in which the release, publication or distribution of this Announcement is restricted, unlawful or
unauthorised;
"Results Announcement" has the meaning given to it in paragraph 3 under the heading "Participation in,
and principal terms of, the Placing" in the Appendix to this Announcement;
"Rule 144A" means Rule 144A under the Securities Act;
"Schroders" means Schroder Investment Management Limited;
"Securities Act" means the US Securities Act of 1933, as amended;
"Terms and Conditions" means the terms and conditions of the Placing set out in the Appendix to this
Announcement;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state of
the United States and the District of Columbia; and
"US person" means any person who is a US person within the meaning of Regulation S.
“VTB Bank” means VTB Bank (PJSC)
“VTB Capital” means VTB Capital plc
"£" means the lawful currency of the United Kingdom;
Date: 26-01-2021 12:17:00
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