THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE “UNITED STATES”) (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY QUIZ PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM.
20 July 2017
(“QUIZ” or the “Company”)
Publication of Admission Document, £102.7 million Placing and
Proposed Admission to AIM
QUIZ, the omni-channel fast fashion womenswear company, announces that it has today published its Admission Document following the successful pricing of its £102.7 million placing and is intending to apply for the admission (“Admission”) of its entire issued share capital to AIM, a market operated by London Stock Exchange plc (“AIM”), shortly. Admission is expected to occur, and dealings to commence, at 8.00am on Friday, 28 July 2017, under the ticker QUIZ and with ISIN JE00BZ00SF59.
Key investment strengths
An established omni-channel brand operating in the high growth UK value fast fashion market
The Group is growing rapidly in the UK and international markets
Proven infrastructure and “test and repeat” fast fashion supply chain
A clear strategy for continued growth
Peter Cowgill, Proposed Non-executive Chairman of QUIZ, commented:
“I am delighted to be joining a company with such clear and exciting growth prospects and this has been reflected by the strong levels of investor interest received throughout this process. We are looking forward to achieving further growth and success for all stakeholders as a public company.”
Tarak Ramzan, Founder and Chief Executive of QUIZ, commented:
“Today’s announcement marks an exciting new phase in QUIZ’s growth and development as a leading international omni-channel fast fashion brand. We have a well-invested infrastructure, a clear customer focus and a fantastic team and I am delighted that investors have recognised the Company’s significant strengths and opportunities with their support. We are confident that the Company’s admission to AIM will help QUIZ to deliver its clear omni-channel growth strategy and enable the brand to achieve its hugely exciting global potential.”
Investors should not purchase any shares referred to in this announcement except on the basis of information contained in the Admission Document
To view the Company’s Admission Document, please visit www.quizgroup.co.uk.
Maclay Murray & Spens LLP is advising QUIZ and CMS Cameron McKenna Nabarro Olswang LLP is advising Panmure Gordon.
Except where the context otherwise requires, defined terms used in these notes to editors and this announcement have the meanings given to such terms in the Admission Document published by the Company today.
The full terms and conditions of the Placing are set out in the Appendix to this announcement and in the Admission Document
Notes to Editors:
QUIZ is an omni-channel fast fashion womenswear brand, specialising in occasion wear and dressy casual wear. QUIZ delivers a distinct proposition that makes fashion forward females stand out from the crowd.
QUIZ’s buying and design teams constantly develop its own product lines, ensuring the latest glamorous looks at value prices. This fast, flexible supply chain, together with the winning formula of style, quality, value and speed-to-market has enabled QUIZ to grow rapidly into an international brand with more than 300 standalone stores, concessions, franchise stores, wholesale partners and international online partners in 19 countries.
QUIZ operates through an omni-channel, fast fashion business model, which encompasses online sales, standalone stores, concessions including, among others, Debenhams and House of Fraser, international franchises and wholesale.
The Board believes that the Group is well positioned to accelerate its growth in each of its operating channels:
Extensive online potential
Accelerating the growth in the online channel is the priority for the Group. In FY2017, 13.2 per cent. of QUIZ’s Group revenue was represented by online and the Board believes that this can be grown to approximately 35 per cent. of its total revenue in the medium term. From its 31 March 2017 financial year end to 31 May 2017, the Group has achieved growth of 118 per cent. compared to the same period the previous year. The Board believes that going forward, the Group can continue to target growth rates, similar to that of “pure play” online retailers.
The Group is planning to launch a number of its own e-commerce international websites, tailored for each country’s market, and in foreign languages where necessary. QUIZ is currently developing its own Spanish website to launch later in 2017 which shall complement the opening of standalone stores in Spain in the summer of 2017. The Group is also targeting launching its own websites in the United States, Australia and Europe as well as entering those territories through opening an appropriate mix of franchise stores and concessions.
The Group’s website launches in the new territories will be supported by QUIZ’s existing digital marketing techniques focused on return-on-investment and similar to the ones currently employed in the UK, as well as online blogger and influencer activity to raise awareness of the brand. The approach to entering the United States market will be supported by a “test and learn” marketing strategy.
In order to expand its online presence and reach more customers, the Group has been collaborating with third party partners such as Debenhams, House of Fraser and Lipsy (Next) in the United Kingdom and, more recently, with Zalando in Europe. The Board plans to launch the sale of QUIZ products on additional third party platforms in Europe and the United States over the coming two years.
As well as launching e-commerce international websites and expanding relationships with third party platforms, the Group also plans to build on the recent successful online launches of its CURVE and BRIDAL ranges by extending its online product range and launching new product categories.
The Board believes that growing the Group’s international operations is its second biggest opportunity after online. QUIZ plans to expand its existing international footprint which is currently in 65 locations in 19 countries on four continents.
The Group’s omni-channel operating model gives it a choice of multiple routes to international markets, including online as described above, as well as standalone stores, concessions, and franchise and wholesale partners. QUIZ will assess factors such as market size, infrastructure development, operational complexity and partner availability when entering a new market and tailor its approach accordingly.
This financial year, the Group is planning to open six standalone stores around Madrid, Spain, having entered the Spanish market through a wholesale franchise partner in 2016. To extend its presence further in the Spanish-speaking market, QUIZ is also planning to open four franchise stores in Central America this financial year.
In terms of concessions, the Group is planning to take the opportunity to open further concessions in Cyprus and the Middle East (such as in Iran) with existing partners and further concessions with new partners in the short term. Two other key territories for the Group are the United States and the Far East, including China. QUIZ is intending to adopt a prudent strategy in these territories and initially enter these primarily through a mix of online and concessions.
The Board believes that the Group is well positioned to continue its international expansion due to its relevant and flexible product range of occasion wear and dressy casual wear, as well as having robust infrastructure in the UK to support this expansion.
UK standalone store strategy
The Board believes that standalone stores in the United Kingdom will remain an important part of the Group’s strategy going forward and see the potential for further 40 to 50 stores opening across the country in the medium to long term. Each new standalone store must meet a strict internal return-on-investment criteria and QUIZ carefully selects sites on that basis.
The Group is planning to open additional UK sites in cities and towns with the right demographic mix for its brand and products. These new standalone stores will primarily be in locations where QUIZ does not have many standalone stores, such as the Midlands and the South of England, where the QUIZ brand is under represented (based on population), providing opportunity for further expansion. The Group is also looking to open slightly bigger stores of approximately 2,500 to 3,500 sq. ft. to accommodate a broader product range.
QUIZ has a strong UK standalone store opening pipeline and has already identified approximately 20 potential sites, which are being reviewed. The Group is targeting to open approximately 14 new standalone stores in FY2018, and approximately six new standalone stores in FY2019. The Group will continue to apply its strict internal return-on-investment focused appraisal approach to opening further standalone stores in the UK, as well as continuing to ensure that its leases remain flexible. The Board believes this will continue to enable QUIZ to scale up or down its property estate in response to demand and not be tied into long onerous lease terms.
UK concession strategy
The Board believes that the Group’s portfolio of 146 concessions in the United Kingdom is relatively mature with a strong nationwide coverage. However, the Board also believes that there is further room for expansion with the Group’s existing and new partners and is planning to open approximately 20 new UK concessions in the next two financial years subject to the Group’s strict return-on-investment criteria.
Key financial information
Summary income statement
The 29.5 per cent. increase in Group revenues for the year ended 31 March 2017 compared to the previous year was complemented by a 51.5 per cent. increase in net income.
The higher revenues reflected strong growth in international sales, which increased by 136.9 per cent. or 86.0 per cent. excluding non-recurring revenue, and a 51.3 per cent. uplift in online sales in FY2017. International and online sales represented 35.9 per cent. of Group revenues in FY2017 and it is anticipated that these revenue channels will continue to increase as a proportion of total revenues. The Group has continued to grow sales through its UK stores and concessions through a combination of new store and concession openings combined with positive sales growth in each year in FY2016 and FY2017.
Gross profits have been maintained by the Group at an average of approximately 62.0 per cent. across the three year period from FY2015 to FY2017. Operating expenses excluding depreciation and amortisation have reduced from 52.4 per cent. of revenues in FY2016 to 51.2 per cent. in FY2017 reflecting the benefit of the higher revenues against the fixed cost base. As a result, EBITDA margins have improved by 116 basis points to 11.4 per cent. The Group’s depreciation charges have increased in the period reflecting the investment in fixed assets in the last three financial years.
Current trading and prospects
The Group has traded in line with management’s expectations in the period since 31 March 2017.
From 31 March 2017 to 31 May 2017, the Group has experienced total revenue growth of approximately 37 per cent. compared to the previous year, with growth of 118 per cent. in its online channel. Across its standalone stores and concessions in the UK and the RoI, LFL growth was 16 per cent., although management consider that this exceptional LFL growth rate will moderate over the course of this financial year.
Since the end of May 2017, online trading has strengthened further, albeit against softer comparatives.
The Board believes that the business is well positioned to deliver its growth strategy as set out in this announcement and remains confident about the future prospects of the Group.
Panmure Gordon has, as agent for the Company and the Selling Shareholders, pursuant to the Placing Agreement conditionally agreed to use its reasonable endeavours to procure placees for the 6,583,851 New Shares and the 57,176,469 Sale Shares at the Placing Price of 161 pence per Placing Share. The Placing Shares will be placed with institutional investors introduced by Panmure Gordon.
The Placing will raise approximately £9.4 million (net of expenses) for the Company and approximately £89.8 million (net of expenses) for the Selling Shareholders. The Placing of New Shares will represent approximately 5.3 per cent. of the Enlarged Share Capital and the Placing of Sale Shares will represent approximately 46.0 per cent. of the Existing Share Capital. Overall, the Placing Shares will represent approximately 51.3 per cent. of the Enlarged Share Capital.
The New Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.
The Placing is conditional, inter alia, on Admission becoming effective and the Placing Agreement becoming unconditional in all other respects by no later than 8.00 a.m. on 28 July 2017 or such later date (being no later than 25 August 2017) as the Company and Panmure Gordon may determine.
The Placing Agreement, which contains customary representations, warranties and indemnities from the Company to Panmure Gordon, certain representations and warranties from the Board and Selling Shareholders to Panmure Gordon and certain indemnities in favour of the Company from the Selling Shareholders, also contains customary provisions entitling Panmure Gordon to terminate the Placing prior to Admission becoming effective. If this right is exercised, the Placing will lapse. The Placing has not been underwritten by Panmure Gordon.
Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on 28 July 2017.
Reasons for Admission to AIM
The Board believes that Admission will be an important step in the Group’s development and will assist in achieving its growth and profitability ambitions.
The Board intends to use the gross proceeds from the Placing of New Shares of £10.6 million receivable by the Company as follows:
In addition, Board expects that the Placing and Admission will provide a public market for the Ordinary Shares, which will benefit employee shareholders, and will enable the Company, if required, to access the capital markets for additional finance to support its strategic objectives.
The net proceeds of £89.8 million from the Placing of Sale Shares receivable by the Selling Shareholders will enable the Selling Shareholders who founded QUIZ to realise, in part, their investment in the Company.
The Board intends to pursue a progressive dividend policy whilst understanding the need to retain sufficient earnings for the future growth of the Group. Therefore, the dividend will be paid in two tranches of one third in respect of first half of the Company’s financial year and two thirds in respect of the second half of the Company’s financial year. It is currently intended that, in the absence of unforeseen circumstances, the first dividend following Admission will be paid in respect of the second half of the current financial year to 31 March 2018.
Lock-in and orderly market arrangements
The Existing Shareholders who, post Admission, will hold in aggregate 60,470,585 Ordinary Shares (representing approximately 48.7 per cent. of the Enlarged Share Capital) have undertaken, save in limited circumstances, not to dispose of any of their interests in Ordinary Shares at any time prior to the first anniversary of Admission.
In addition, in order to ensure an orderly market in the Ordinary Shares the Existing Shareholders have further undertaken, in respect of themselves and each of their connected persons, that for a further period of 12 months thereafter they will not (subject to certain limited exceptions) deal or otherwise dispose of any such interests other than through Panmure Gordon (or such other broker appointed by the Company from time to time).
The Company has entered into the Relationship Agreement with the Existing Shareholders to regulate the ongoing relationship between the Company and the Existing Shareholders, to ensure that the Group is capable of carrying on its business independently of the Existing Shareholders, and that any transactions and relationships between the Company and the Existing Shareholders are at arm’s length and do not affect the Company’s continuing appropriateness as an AIM company.
The Relationship Agreement applies for as long as the Existing Shareholders and any persons connected to them hold and/or control the exercise of voting rights carrying the right to cast twenty per cent. or more of the votes capable of being cast at a general meeting of the Company, and as long as the share capital of the Company is admitted to trading on AIM.
Board of Directors and Proposed Directors
Peter Cowgill (Proposed Independent Non-executive Chairman, Age 64)
Peter Cowgill was appointed executive chairman of JD Sports Fashion Plc in March 2004, prior to which he was finance director. Peter has been instrumental in driving the strong performance of JD Sports Fashion over the past decade. Peter is also the non-executive chairman of United Carpets Plc and was appointed as a non-executive director of Better Bathrooms (UK) Limited in January 2017.
Tarak Ramzan (Founder and Chief Executive Officer, Age 64)
Tarak is the driving force behind the Group’s success to date. He opened his first QUIZ retail store in Glasgow in 1993. After inheriting his father’s manufacturing business aged 18, Tarak made the decision to move into retail once UK manufacturers began to move off-shore. With his passion for retail and a keen eye for fashion and product, he has steered the Group to success using a strategy that is centred around QUIZ’s distinctive selling proposition and ability to stay ahead of the competition.
Tarak has developed QUIZ’s fast fashion business model over the years and is responsible for brand strategy, buying and merchandising.
Gerard Sweeney (Chief Financial Officer, Age 49)
Gerard joined QUIZ in September 2016 as Chief Financial Officer. He was previously the group finance director at Robert Wiseman Dairies PLC where he worked for 15 years. Gerard is responsible for the finance function and the development of systems and reporting to support the continued growth of the business. After completing an Accountancy degree he qualified as a Chartered Accountant when working with Arthur Andersen. Gerard will also be the Company Secretary following Admission.
Sheraz Ramzan (Chief Commercial Officer, Age 36)
Sheraz joined QUIZ in 2003 after completing a degree in Engineering and then MA in Business Management. Initially tasked with raising the profile of the non-clothing merchandise part the business, he developed a fast and flexible Far East supply chain supporting growth of the footwear and accessories ranges. In his current role, Sheraz is responsible for strategic planning, brand marketing and facilitating the Group’s growth by engaging with new partners and territories. As online sales presented themselves as the biggest retail opportunity in recent years, he plays a vital role in overseeing the development of QUIZ’s domestic and international online operations.
Roger Mather (Non-executive Director, Age 52)
Roger joined the QUIZ Board in May 2017. Previously, he was the group finance director and a board member of Mulberry Group plc for eight years, stepping down in May 2016. Roger is a Fellow of the Institute of Chartered Accountants in England and Wales having trained professionally with Price Waterhouse. Prior to joining Mulberry he spent the 10 years in senior finance and commercial roles within the multinational Otto Group based in both Hong Kong and United Kingdom. He is also a director and trustee of Beaudesert Park School Trust Limited. Roger will chair the Audit Committee and the Remuneration Committee of QUIZ following Admission.
Charlotte O’Sullivan (Proposed Non-executive Director, Age 35)
Charlotte will join the Company on Admission. She has over 15 years’ experience in luxury marketing and leading omni-channel business transformation. She is currently the marketing and digital director at Mulberry Group plc where she is an executive board member and is responsible for driving an integrated, customer-centric business strategy across the marketing, press and digital teams. Charlotte studied Modern History at Oxford University and previously held e-commerce and marketing roles with decoration specialist St Nicolas and luxury lingerie brand Myla, before joining Mulberry in 2007. Charlotte will chair the Nomination Committee of QUIZ following Admission.
This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice. This announcement is not a prospectus for the purpose of the Prospectus Rules issued by the FCA. The Placing is exempt from the requirements to produce an approved prospectus and accordingly no such prospectus will be prepared in connection with the Placing.
Neither this announcement nor any copy of it may be taken or transmitted, reproduced, published or distributed, or the contents otherwise divulged, directly or indirectly, in whole or in part, into the United States, Canada, Australia, the Republic of South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, New Zealand, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.
This announcement 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 Ordinary Shares or other securities in the United States, Canada, Australia, the Republic of South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
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 with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States. The securities are being offered and sold outside the United States only to non-US persons (within the meaning of the Securities Act) in accordance with Regulation S under the US Securities Act. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA“) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (“Qualified Investors“). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“), (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts falling within Article 49(2) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “relevant persons“). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
Panmure Gordon (UK) Limited (“Panmure Gordon”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to the Company in connection with the Admission and the proposed Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person in respect of Admission and the proposed Placing and Admission or any transaction, matter or arrangement referred to in this announcement. Panmure Gordon’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of a decision to acquire shares in the Company in reliance on any part of this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Share, Admission or the proposed Placing. Panmure Gordon accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Panmure Gordon solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended).
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 Directors’ current intentions, beliefs or expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the Group’s markets.
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 Group’s operations, results of operations, growth strategy and liquidity. While 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 AIM Rules for Companies, neither the Company nor Panmure Gordon undertakes any 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.
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A “MEMBER STATE”) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESMENT OR INVESMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH THE RELEVANT PERSONS.
Each Placee should consult with its own advisers as to legal, tax, business and related aspects in relation to any acquisition of Placing Shares.
The distribution of the Admission Document and the offer of Placing Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession the Admission Document comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been, or will be, taken in any jurisdiction that would permit a public offering of the Placing Shares, or possession or distribution of the Admission Document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Placing Shares may not be offered or sold, directly or indirectly, and neither the Admission Document nor any other offering material or advertisement in connection with the Placing Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction.
The Admission Document and these Terms and Condition do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive the Admission Document in their jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the Admission Document nor these Terms and Conditions constitutes an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Canada, Australia, the Republic of South Africa or Japan, or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.
Members of the public are not eligible to take part in the Placing.
In the United Kingdom the Admission Document (including these Terms and Conditions) is only being distributed to persons to, and is directed only at: persons who are “qualified investors” (within the meaning of Article 2(1)(e) of the EU Prospectus Directive 2003/71/EC including any relevant measure in each member state of the European Economic Area (“Member State”) that has implemented the directive (the “Prospectus Directive”)) and who are persons who (i) are persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) are high net worth companies, unincorporated associations, and other bodies within the meaning of Article 49(2)(a) to (d) of the Order or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). It is not directed at and may not be relied on by anyone other than a Relevant Person. Any investment or investment activity to which these terms and conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By receiving the Admission Document and/or by accepting a Placing participation a Placee in the United Kingdom is deemed to represent and warrant to the Company, each Selling Shareholder and Panmure Gordon that it is a Relevant Person and agrees to comply with the contents of these Terms and Conditions.
In relation to each Member State, no Ordinary Shares have been offered, or will be offered, to the public in a Member State, prior to the publication of a prospectus in relation to Ordinary Shares which has been approved by the competent authority in that member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Member State of any Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Member State:
provided that no such offer of Ordinary Shares shall result in a requirement for the Company or Panmure Gordon to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person in a Member State who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive. Notwithstanding the above, a person who is not a qualified investor and who has notified Panmure Gordon of such fact in writing may, with the consent of Panmure Gordon, be permitted to acquire Ordinary Shares in the Placing.
For the purposes of this provision, the expression an “offer to the public” in relation to any Ordinary Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the Placing and any Ordinary Shares so as to enable an investor to decide to acquire any Ordinary Shares, as the same may be varied for that Member State by any measure implementing the Prospectus Directive in that Member State.
In the case of Placing Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of Panmure Gordon has been obtained to each such proposed offer or resale.
The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.
The Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws or regulations of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States. There will be no public offer of the Ordinary Shares in the United States. The Ordinary Shares are being offered and sold outside the United States in “offshore transactions” in reliance on Regulation S.
In addition, until 40 days after the commencement of the Placing, an offer or sale of Ordinary Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
The Admission Document has not been and will not be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange and is not a disclosure document for purposes of Australian law. The Admission Document (whether in preliminary or definitive form) may not be issued or distributed in Australia and no offer or invitation may be made in relation to the issue, sale or purchase of any Ordinary Shares in Australia (including an offer or invitation received by a person in Australia) and no Ordinary Shares may be sold in or into Australia or to or for the account or benefit of any resident in Australia. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Australia. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.
The relevant clearances have not been and will not be, obtained from the Securities Commission of any province of territory of Canada. Accordingly, subject to certain exceptions the Ordinary Shares may not, directly or indirectly, be offered or sold within Canada, or offered or sold to a resident of Canada or to or for the account or benefit of any resident in Canada. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Canada. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.
The relevant clearances have not been and will not be, obtained from the South African Reserve Bank nor any other applicable body in the Republic of South Africa. Accordingly, the Placing Shares will not, directly or indirectly, be offered or sold within the Republic of South Africa or to or for the account or benefit of any resident in the Republic of South Africa. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in the Republic of South Africa. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.
The Placing Shares have not been and will not be registered under the Securities and Exchange Law of Japan and may not be offered or sold directly or indirectly in Japan or to or for the account or benefit of any resident in Japan except under circumstances that result in compliance of all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorised in effect at the relevant time. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Japan. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.
By agreeing to acquire Placing Shares under the Placing, each prospective Placee which enters into a commitment to acquire Placing Shares will (for itself and any person(s) procured by it to acquire Placing Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Selling Shareholders, Panmure Gordon and the Registrar that:
Each Placee irrevocably agrees, on its own behalf and on behalf of any person on whose behalf it is acting, to indemnify and hold the Company, the Selling Shareholders, Panmure Gordon and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach by it any person on whose behalf it is acting of the representations, warranties, undertakings, agreements and acknowledgements in these Terms and Conditions.
If the Company, Panmure Gordon or the Registrar or any of their agents request any information in connection with a Placee’s agreement to acquire Placing Shares under the Placing or to comply with any relevant legislation, such Investor must promptly disclose it to them.