Debt Re-Term, Equity Raise & Increased Dividend

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THESE MATERIALS DO NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SUBSCRIBE FOR OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY PHOENIX GROUP HOLDINGS ("PHOENIX" OR THE "COMPANY") IN DUE COURSE IN CONNECTION WITH THE ADMISSION TO LISTING OF ITS NEW ORDINARY SHARES TO THE PREMIUM LISTING SEGMENT OF THE OFFICIAL LIST OF THE FINANCIAL SERVICES AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES.

 

Phoenix Group Holdings announces:

 

·     Firm equity placings and an open offer at an Issue Price of 500 pence per share to raise £250 million;

·     The Issue Price represents a 10.5% discount to the 30 day volume weighted average share price and a 15.4% discount to the closing share price on 29 January 2013;

·     £450 million debt prepayment and re-terming of the Impala bank debt facilities to June 2019;

·     27% increase in final dividend per share and amendment to existing dividend conditions providing the flexibility to increase future dividend payments; and

·    New agreement with trustees of the Pearl Group Staff Pension Scheme which increases PLHL ICA headroom by £0.3 billion

 

This fund raising and refinancing package brings the Group greater strategic and financial flexibility, and positions it for further growth.

 

The Board expects to declare a 2012 final dividend of 26.7 pence per share, representing a 27% increase over the 2011 final dividend, subject to market conditions and trading performance. The Board believes that this is a sustainable level at which to rebase the dividend as the business executes its stated strategy and is pleased that the amended dividend conditions provide the flexibility to increase future dividend payments as the business performs.

 

Summary of transaction

 

Equity placing

 

·     Firm Placings and an Open Offer of an aggregate of 50 million Phoenix Group Holdings ("Phoenix") new ordinary shares at 500 pence per share, raising gross proceeds of £250 million

·     Firm Placings of 16 million Phoenix shares with certain Och-Ziff funds, representing approximately 9.2% of Phoenix's current share capital, to raise gross proceeds of £80 million. The Firm Placings are conditional on shareholder approval and comprise a First Placing of 7.8 million new ordinary shares (representing approximately 4.5% of Phoenix's current share capital) and a Second Placing of 8.2 million new ordinary shares (representing approximately 4.7% of Phoenix's current share capital)

·     Open Offer of 34 million new ordinary shares to existing Phoenix ordinary shareholders who will be able to apply to subscribe pro rata to their existing shareholdings

·     0.194745 Open Offer shares for every 1 existing share, to raise gross proceeds of £170 million

·    The Open Offer is fully underwritten by Deutsche Bank and J.P. Morgan Cazenove (the "Joint Underwriters") with the Och-Ziff funds taking any economic exposure

 

Debt prepayment and re-terming

 

·     Early repayment of £450 million of Impala bank debt facilities expected to be made within two business days following completion of the equity raising, reducing total bank debt from £2,369 million as at 30 June 2012 to £1,857 million (including mandatory amortisation of £62.5 million in H2 2012)

·     Extension of the maturity of the Impala bank debt facilities to 30 June 2019

·     Coupon of LIBOR + 475bps on revised Impala debt facility with  225bps increase from 1 January 2018

·     Reduction in gearing from 46% to 42% under the Group's existing gearing calculation (adjusted as at 30 June 2012)

·    The Group is adopting a new gearing calculation which is more closely aligned with general market practice. On this new basis, gearing has reduced from 56% to 50% (adjusted as at 30 June 2012)

·     The Group announces a new gearing target, on the new basis of calculation, of 40% by end 2016

·     Following the restructuring of the Impala bank debt facilities, the Board believes that the Group will have sufficient financial flexibility to access the debt capital markets prior to the maturity of the revised Impala debt facility

·    There is no change to the Pearl debt facility, the terms of which the Board is comfortable the Group can meet

 

Dividends

 

·     The Board expects to declare a 2012 final dividend of 26.7 pence per share, representing a 27% increase over the 2011 final dividend, subject to market conditions and trading performance. The Board believes this is a sustainable level at which to rebase the dividend going forward as the business executes its stated strategy  

·    The revised bank debt facility allows for future growth in the Group's dividend. The Board believes that, subject to the Group remaining on track to achieve its financial targets, shareholders will be able to participate in any future outperformance of the business

·     The Board does not intend to declare a scrip dividend for the foreseeable future  

 

Conditions and timetable

 

·    The Firm Placings and Open Offer are conditional, amongst other things, on shareholder approval, which will be sought at an Extraordinary General Meeting ("EGM") on 19 February 2013. The amendments made to the Existing Impala Facility Agreement are conditional, amongst other things, on the Group raising £250 million of gross proceeds from the equity raising

·     The First Placing is conditional on the passing of the ordinary resolution at the EGM. The Second Placing and Open Offer are conditional on the passing of the ordinary resolution and the special resolution

·     The Record Date for Open Offer Entitlements is 28 January 2013

·     The equity raising is expected to be completed by 21 February 2013

·    A Prospectus will be published on the Group website in due course and a Circular will be sent to shareholders shortly

 

Current trading and outlook

 

·    The Group delivered £690 million of cash generation in 2012 which was at the upper-end of the 2012 target of £600 - £700 million. The Group is pleased to reiterate its cash generation target of £3.3 billion for the period from 2011 - 2016. The Group had total holding company cash of £1,066 million at 31 December 2012

·    The Group has entered into a new agreement with the trustees of the Pearl Group Staff Pension Scheme which sets out an agreed contractual framework for contributions to the scheme and a lower risk investment strategy. As a consequence of this new agreement the PLHL ICA headroom has increased by  £0.3 billion and the sensitivity of the PLHL ICA to external market stresses is significantly reduced

·     The Group's trading performance for the year ended 31 December 2012 was in line with management expectations

·     As at 30 November 2012, as adjusted to take into account the new funding arrangements entered into with the trustees of the Pearl Group Staff Pension Scheme, the PLHL ICA surplus was estimated to be £0.9 billion. As at 30 November 2012, the Group's IGD surplus was estimated to be £1.2 billion, as adjusted to take into account the updated unaudited Group pension scheme valuations on an IAS19 basis and an IFRIC14 adjustment

·    Group MCEV as at 31 December 2012 is expected to be in line with management expectations. The Group remains committed to continuing to deliver incremental shareholder value through additional management actions, and reiterates its target of delivering £400 million of incremental MCEV enhancements between 2011 and 2014

·     The Group remains on track to meet its 2012 target to reduce gearing to 43% on the basis of the existing gearing calculation

 

Clive Bannister, Group Chief Executive, commented:

 

"I am delighted to announce today the re-terming of Phoenix's debt through the injection of fresh equity, and a significant increase in the dividend per share, which we believe will provide policyholders with enhanced security and deliver excellent value to shareholders.

 

We welcome the Och-Ziff Funds as shareholders. Och-Ziff's commitment and the support of our lending banks underlines the attractive prospects of Phoenix as a business. The new equity will enable us to repay a significant proportion of our Impala debt and re-term the remainder. This significantly strengthens our balance sheet, reduces refinancing risk and allows us to increase dividend payments substantially. We are now well-positioned to embark on the next stage of our journey to deliver long-term growth and shareholder value as the UK's largest specialist closed life consolidator."

 

Equity raising

 

Phoenix Group announces Firm Placings and an Open Offer to raise gross proceeds of £250 million through the issue of 50 million new ordinary shares at 500 pence per share. This represents a 10.5% discount to the 30 day volume weighted average share price for the 30 day period ending on 29 January 2013 and a 15.4% discount to the closing price on the London Stock Exchange on 29 January 2013.

 

16 million new Phoenix shares (representing approximately 9.2% of Phoenix's current share capital) will be placed with certain Och-Ziff funds under the Firm Placings which comprise a First Placing of 7.8 million new Phoenix shares (representing approximately 4.5% of Phoenix's current share capital) and a Second Placing of 8.2 million new Phoenix shares (representing approximately 4.7% of Phoenix's current share capital). The First Placing is conditional upon passing of the ordinary resolution to be put to the EGM. The Second Placing is conditional upon passing of both the ordinary resolution and the special resolution to be put to the EGM.

 

In addition, an Open Offer of 34 million new Phoenix shares (representing approximately 19.5% of Phoenix's current share capital) will be made to Phoenix ordinary shareholders who will be able to subscribe for new ordinary shares pro rata to their existing shareholdings, or 0.194745 Open Offer shares for every 1 existing share. The Open Offer is fully underwritten by Deutsche Bank and J.P. Morgan Cazenove with the Och-Ziff Funds taking any economic exposure.

 

The Second Placing and Open Offer are inter-conditional, and conditional on completion of the First Placing, but the First Placing is not conditional on completion of the Second Placing and Open Offer.

 

The Group has been notified by the Joint Underwriters that certain entities affiliated or connected with TDR Capital, certain entities affiliated or connected with Sun Capital and certain other shareholders have irrevocably and unconditionally agreed to exercise their rights to subscribe for their entitlements under the Open Offer in respect of an aggregate of 43.0% of Phoenix's current share capital. In addition, TDR Capital, Sun Capital and certain other shareholders have irrevocably and unconditionally agreed to vote in favour of the ordinary resolution and special resolution to be put to the EGM. The Irrevocable Voting Undertakings are in respect of 109 million ordinary shares (representing approximately 62.5% of the Company's entire issued share capital). The Group has also been notified by the Joint Underwriters that each of Deutsche Bank AG, London Branch and JPMorgan Chase Bank N.A. and each of the Joint Underwriters has entered into a Swap Commitment Agreement with each of the Och-Ziff Funds. Pursuant to each Swap Commitment Agreement, a Total Return Swap will be entered into between each of the Swap Counterparties and each of the Och-Ziff Funds on or prior to the date of Admission of the Open Offer Shares. The Total Return Swaps will provide that they become effective as of the date of Admission of the Open Offer Shares. The Total Return Swaps enable the Joint Underwriters (through the Swap Counterparties) to pass to the Och-Ziff Funds economic exposure to the Open Offer Placement Shares. Such Open Offer Placement Shares represent the entire number of Ordinary Shares for which the Joint Underwriters are required to subscribe. The new Phoenix shares will rank pari passu with the existing shares and in particular, will qualify for the expected 2012 final dividend of 26.7 pence per share.

 

The Group has agreed to pay the Joint Underwriters a commission of 1.75% of the gross proceeds of the Open Offer, which comprises a commission of 0.75% of the gross proceeds of the Open Offer which is to be retained by the Joint Underwriters, with the remaining 1.00% of the gross proceeds of the Open Offer being payable to the relevant TDR Capital entities, the relevant Sun Capital entities, certain shareholders which have entered into Irrevocable Commitment Undertakings and to the Och-Ziff Funds, as described in the prospectus which will be published in due course. The Group has also agreed to pay the Och-Ziff Funds a structuring fee of £5 million and an equity commitment fee of £2 million. In addition, the Group will pay £1 million to the Och-Ziff Funds in respect of transaction expenses.

 

Further details and the terms and conditions of the First Placing, the Second Placing and the Open Offer will be set out in the Prospectus which will be published in due course.

 

Phoenix is holding an EGM of its shareholders on 19 February 2013 to approve certain aspects of the equity raising. Phoenix will shortly be dispatching a shareholder circular containing a notice of the meeting.

 

Each of the Directors intend to exercise in full their rights to acquire new ordinary shares in the Open Offer and to vote in favour of the ordinary resolution and the special resolution to be put to the EGM.

 

The relevant TDR Capital entities and the relevant Sun Capital entities have irrevocably and unconditionally agreed that they will not sell, transfer or otherwise dispose of their respective holdings of ordinary shares that they legally or beneficially held on the date of the prospectus for a period of six months from the date of the prospectus subject to customary exceptions.

 

Debt prepayment and re-terming

 

Phoenix Group has reached agreement with its lending banks to restructure its bank debt facilities. The key terms are as follows:

·    Mandatory amortisation on Impala facility reduced from £125 million p.a. to £60 million p.a.

·    Target amortisation of £120 million p.a. on Impala facility

·    Term of Impala facility extended and significant bullets in 2014, 2015 and 2016 removed. Revised term to 31 December 2017 with an extension at borrowers option to 30 June 2019  

·     Impala facility coupon of LIBOR + 475bps with 225bps step-up from 1 January 2018

·    No change to Pearl facility. Amortisation remains at £25 million p.a., term remains at 2016, coupon remains at LIBOR + 125bps

·    The dividend conditions have been amended to provide a dividend capacity of £125 million for dividends declared in respect of 2013, with capacity to increase by £10 million p.a. thereafter. The revised bank facility provides the flexibility to increase dividend payments beyond this level, subject to the Group making additional debt repayments in excess of the target amortisation

·    The debt re-terming is conditional on the raising of at least £250 million of gross proceeds from the equity raising 

 

 

Summary of financial impact of transaction

 

·     Early repayment of £450 million of Impala bank debt facilities expected to be made within two business days following completion of the equity raising, reducing total bank debt from £2,369 million as at 30 June 2012 to £1,857 million (including mandatory amortisation of £62.5 million in H2 2012)

·    Gearing reduced from 56% to 50% on an adjusted basis as at 30 June 2012, under the Group's new gearing calculation methodology. The Group is targeting gearing of 40% by end-2016 on this new basis of calculation

·    Expected 2012 final dividend increased to 26.7 pence, subject to market conditions and trading performance, an increase of 27% over the 2011 final dividend

·    MCEV per share of £10.34 on a pro forma basis as at 30 June 2012, reflecting the impact of the equity raising

·    £0.2 billion reduction in estimated IGD surplus and £0.2 billion reduction in PLHL ICA surplus reflecting the impact of utilising existing cash resources to part fund the bank debt prepayment

 

About Och-Ziff

 

The Och-Ziff Funds are affiliated investment funds of Och-Ziff Capital Management Group LLC.  Och-Ziff Capital Management Group LLC is one of the largest institutional alternative asset managers in the world.

 

The equity raising was originated by Sun Capital Partners and structured with their substantial assistance.

 

Analyst presentation

 

There will be a presentation for analysts and investors today at 9:30 a.m. (GMT) at:

 

Deutsche Bank, Winchester House, 1 Great Winchester Street, London EC2N 2DB

 

Details for how participants may dial in are available on our website www.thephoenixgroup.com.

Access to the webcast, with the facility to ask questions, will also be available via our website www.thephoenixgroup.com. A replay will be made available on the website.

 

Expected timetable

 

Event	Time and Date (All times are London times)
Open Offer Record Date for Open Offer Entitlements	6:00 p.m. on 28 January 2013
Ex-entitlement date for the Open Offer	8:00 a.m. on 30 January 2013
Announcement of the proposed Capital Raising	30 January 2013
Prospectus, Circular and Form of Proxy published	30 January 2013
Circular, including Notice of Extraordinary General Meeting, sent to Shareholders	30 January 2013
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	8:00 a.m. on 1 February 2013
Recommended latest time for withdrawing Open Offer Entitlements from CREST	4:30 p.m. on 11 February 2013
Latest time and date for depositing Open Offer Entitlements into CREST	3:00 p.m. on 12 February 2013
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 13 February 2013
Latest time and date for receipt of completed Application Forms and payment in full for Open Offer Shares under the Open Offer and settlement of the CREST instructions (as appropriate)	11:00 a.m. on 15 February 2013
Record Date for EGM	6:00 p.m. on 15 February 2013
Announcement of acceptances by Qualifying Shareholders and Qualifying Lender/Seller Shareholders in the Open Offer	18 February 2013
Extraordinary General Meeting	1:00 p.m. on 19 February 2013
Announcement of results of the Extraordinary General Meeting	as soon as possible following conclusion or adjournment of the EGM on 19 February 2013
Joint Underwriters notified of total number of Open Offer Placement Shares for which they are required to subscribe	20 February 2013
Entry into the Total Return Swaps by each of the Swap Counterparties and each of the Och-Ziff Funds	on or prior to 21 February 2013
Receipt by the Company of the net proceeds of the First Placing and, if applicable, the Second Placing and the Open Offer	21 February 2013
Issuance of First Placed Shares and, if applicable, the Second Placed Shares to the Placees	21 February 2013
Issuance of Open Offer Shares to Qualifying Shareholders and Qualifying Lender/Seller Shareholders who have subscribed for Open Offer Shares in the Open Offer	21 February 2013
Issuance to the Swap Counterparties of the Open Offer Placement Shares which are the subject of the Total Return Swap	21 February 2013
The Total Return Swaps entered into by each of the Swap Counterparties and each of the Och-Ziff Funds become effective	At admission on 21 February 2013
Admission and commencement of dealings in the First Placed Shares and if applicable, the Second Placed Shares and the Open Offer Shares	8:00 a.m. on 21 February 2013
First Placed Shares and, if applicable, the Second Placed Shares and Open Offer Shares credited to CREST stock accounts (uncertificated holders only)	8:00 a.m. on 21 February 2013
Despatch of definitive share certificates for the Open Offer Shares in certificated form (to Qualifying Non-CREST Shareholders only)	by 28 February 2013

Enquiries

 

Investors:

Fiona Clutterbuck, Head of Strategy, Corporate Development and Communications, Phoenix Group

+44 (0) 20 7489 4881

 

Conor Hillery, Managing Director, J.P. Morgan Cazenove

+44 (0) 20 7134 4308

 

Jonathan Wilcox, Managing Director, J.P. Morgan Cazenove

+44 (0) 20 7134 3404

 

James Agnew, Managing Director, Deutsche Bank

+44 (0) 20 7545 8000

 

Lorcan O'Shea, Managing Director, Deutsche Bank

+44 (0) 20 7545 8000

 

Debt investors:

Rashmin Shah, Group Treasurer, Phoenix Group

+44 (0) 20 7489 4871

 

Media:

Neil Bennett, Maitland

Peter Ogden, Maitland

+ 44 (0) 20 7379 5151

 

Notes

 

The financial information contained in this announcement has not been audited or reviewed by the Group's auditors.

 

Forward looking statements

 

This announcement in relation to Phoenix Group Holdings and its subsidiaries (the 'Group') contains, and we may make other statements (verbal or otherwise) containing, forward-looking statements about the Group's current plans, goals and expectations relating to future financial conditions, performance, results, strategy and/or objectives.

 

Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks', 'targets', 'continues' and 'anticipates' or other words of similar meaning are forward-looking.  Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the Group's control. For example, certain insurance risk disclosures are dependent on the Group's choices about assumptions and models, which by their nature are estimates. As such, actual future gains and losses could differ materially from those that we have estimated.

 

Other factors which could cause actual results to differ materially from those estimated by forward-looking statements include but are not limited to:  domestic and global economic and business conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, and the performance of financial markets generally; the policies and actions of governmental and/or regulatory authorities, including, for example, new government initiatives related to the financial crisis and the effect of the European Union's "Solvency II" requirements on the Group's capital maintenance requirements; the impact of inflation and deflation; market competition; changes in assumptions in pricing and reserving for insurance business (particularly with regard to mortality and morbidity trends, gender pricing and lapse rates); the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; risks associated with arrangements with third parties, including joint ventures; inability of reinsurers to meet obligations or unavailability of reinsurance coverage; the impact of changes in capital, solvency or accounting standards, and tax and other legislation and regulations in the jurisdictions in which members of the Group operate.

 

As a result, the Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set out in the forward-looking statements within this announcement. The Group undertakes no obligation to update any of the forward-looking statements contained within this announcement or any other forward-looking statements it may make.  Nothing in this announcement should be construed as a profit forecast.

 

 Prospective Investors should carefully review the "Risk Factors" section of the Prospectus to be issued and published in due course for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision.

 

DISCLAIMERS

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful.

 

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any ordinary shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The Capital Raising and the distribution of this announcement and other information in connection with Admission and the Capital Raising in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The securities mentioned above have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the US Securities Act. There will be no public offer of such securities in the United States. The new ordinary shares to be issued in the Capital Raising referred to in this announcement may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the United States except to qualified institutional buyers within the meaning of Rule 144A under the US Securities Act who are also qualified purchasers as defined under Section 2(a)(51) of the US Investment Company Act of 1940, as amended.

 

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of such securities in Australia, Canada, Japan or South Africa.

 

The Capital Raising is only open to investors who are (i) non "U.S. Persons" as such term is defined in Rule 902 under the US Securities Act, located outside the "United States" as such term is defined in Rule 902 under the US Securities Act or (ii) US Persons outside the United States who are also "qualified purchasers" as such term is defined in Section 2 (a) (51) of the US Investment Company Act of 1940, or (iii) US Persons who are both "qualified institutional buyers" as such term is defined in Rule 144A under the US Securities Act and qualified purchasers, who purchase equity for investment purposes, and not with a view to distribution or resale, directly or indirectly, in the United States or otherwise in violation of US securities laws.

 

Members of the public are not eligible to take part in the Capital Raising. This announcement is for information purposes only and is directed only at persons who are: (a) (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the order, or (iii) persons to whom it may otherwise be lawfully communicated; and (b) (i) persons in member states of the European Economic Area who are qualified investors (as defined in Article 2(1)(e) of EU Directive 2003/71/EC (the "Prospectus Directive")), and/or (ii) persons in the United Kingdom who are qualified investors (all such persons together being referred to as "relevant persons"). This announcement and the terms and conditions set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement and the terms and conditions set out in this announcement relate is available only to relevant persons and will be engaged in only with relevant persons.

 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. Any purchase or subscription of New Ordinary Shares in the proposed Capital Raising by an investor should be made solely on the basis of the information contained in the final Prospectus to be issued and published by the Company in connection with the Capital Raising and Admission in due course. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

 

The Capital Raising timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Capital Raising and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Capital Raising and Admission at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Capital Raising. The price and value of securities can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Capital Raising for the person concerned. Past performance cannot be relied upon as a guide to future performance.

 

Deutsche Bank AG, London Branch ("DB") and J.P. Morgan Securities plc ("JPM"), each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for the Company and no-one else in connection with the Capital Raising. They will not regard any other person as their respective clients in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Capital Raising, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Capital Raising, each of DB and JPM and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by DB or JPM and any of their affiliates acting as investors for their own accounts. DB and JPM do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

None of DB, JPM or any of their respective 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 the Group, 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 the announcement or its contents or otherwise arising in connection therewith.