THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Playtech PLC
Placing by way of an accelerated bookbuild of up to 29,050,000 Placing Shares
Summary of the Placing
- Placing of up to 29,050,000 Ordinary Shares with the price per Placing Share to be determined through an accelerated bookbuild
- Placing represents approximately 9.9 per cent. of the Company's current issued share capital
- Brickington, the Company's largest Shareholder with an interest in 33.6 per cent. of the Existing Shares, intends to take up 33.6 per cent. of the Placing so as to maintain its current shareholding
- Playtech has appointed Canaccord Genuity as Sponsor and Joint Bookrunner, UBS as Joint Bookrunner and Shore Capital as Lead Manager to the Placing
- Books are open with immediate effect
Background to and reasons for the Placing
- Playtech has a strategy to acquire profitable, regulated, cash generative businesses with market leading positions
- Placing proceeds will be used to fund future acquisitions including Plus500 and, potentially, a midsize B2C broker over which TradeFX has an option to purchase
- Playtech is in the process of securing debt facilities in order to maximise the Group's capital efficiency in the context of its ongoing acquisition strategy
Current trading
- relation to Playtech's core business, average daily run rate revenue for Q2 2015 is up over 25 per cent. on Q2 2014
- The TradeFX business has continued to perform strongly with revenues to 31 May 2015 of US$42.2 million (same period in 2014 - US$24.5 million) and:
- FTDs for core CFD B2C business to 31 May 2015: 18.2k (up from 13.6k in same period in 2014)
- Active customers for core CFD B2C business to 31 May 2015: 32.0k (up from 24.6k in same period in 2014)
- The Board remains confident in strong growth in 2015 and beyond
Mor Weizer, Chief Executive Officer of Playtech, commented:
"Playtech's enviable M&A track record has been founded on its ability to be pro-active, facilitated by financial flexibility which has allowed it to be able to act from a position of strength. Today's equity fundraising, in conjunction with new debt facilities, which we are in the process of securing, will improve the efficiency of Playtech's capital structure whilst maintaining the financial flexibility to pursue acquisitions in both the gambling and financial trading space to deliver long term value for our Shareholders."
Further information
Playtech PLC c/o Bell Pottinger Mor Weizer, Chief Executive Officer Ron Hoffman, Chief Financial Officer Andrew Smith, Head of Investor Relations |
Tel: +44 (0) 20 3772 2500 |
Canaccord Genuity
(Sponsor and Joint Bookrunner) Piers Coombs Bruce Garrow |
Tel: +44 (0) 20 7523 8350 |
UBS
(Joint Bookrunner) Tomer Jacob Benjamin Crystal Rahul Luthra |
Tel: +44 (0) 20 7567 8000 |
Shore Capital (Lead Manager) Dru Danford Edward Mansfield |
Tel: +44 (0) 20 7408 4090 |
Bell Pottinger David Rydell Olly Scott James Newman David Bass |
Tel: +44 (0) 20 3772 2500 |
Important Notice
This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made (i) outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act; and (ii) to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act who have executed and delivered a United States investor representation addressed to the Company and the Joint Bookrunners substantially in the form agreed between the Company and the Joint Bookrunners, in transactions that are exempt from or not subject to the registration requirements of the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Canaccord Genuity, UBS or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) 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 "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.
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 action.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.
UBS, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of UBS or for affording advice in relation to the Placing, or any other matters referred to herein.
Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of Shore capital or for affording advice in relation to the Placing, or any other matters referred to herein.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Placing by way of an accelerated bookbuild of up to 29,050,000 Placing Shares
Playtech announces a placing of up to 29,050,000 Placing Shares, with the price per Placing Share to be determined through an accelerated bookbuild.
The proceeds of the Placing are to be utilised to finance acquisitions and strategic investments that the Company is making as it executes its strategy of adding profitable, highly cash generative businesses in regulated markets and with market-leading positions.
The Placing Shares represent approximately 9.9 per cent. of the Company's issued share capital immediately prior to the Placing and the number of Ordinary Shares in issue would increase from 293,532,617 Ordinary Shares immediately prior to this Placing to 322,582,617 Ordinary Shares upon Admission.
Brickington, the Company's largest Shareholder with an interest in 33.6 per cent. of the Existing Shares, intends to take up 33.6 per cent. of the Placing so as to maintain its current shareholding. This constitutes a smaller related party transaction under the Listing Rules.
Playtech has appointed Canaccord Genuity as Sponsor and Joint Bookrunner, UBS as Joint Bookrunner and Shore Capital as Lead Manager to the Placing. The Placing will be effected, subject to the satisfaction of certain conditions, through an accelerated bookbuild process. The Placing will take place in accordance with the terms and is subject to the conditions set out in the Appendix to this announcement.
The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing is being made on a non pre-emptive basis.
Application will be made to the FCA for the Placing Shares to be admitted to the premium segment of the Official List maintained by the FCA and to the London Stock Exchange plc for the Placing Shares to be admitted to trading on its main market.
Admission of the Placing Shares is expected to become effective at or around 8.00 a.m. on 24 June 2015 and settlement is expected to occur on the same day.
Background to, and reasons for, the Placing
Playtech has a stated strategy to acquire profitable, regulated, highly cash generative businesses with market-leading positions. Since the start of 2015, Playtech has announced the following transactions:
· On 2 April 2015, Playtech announced the conditional acquisition of an effective 91.1 per cent. fully diluted stake in TradeFX, for initial consideration of €208m and an earn-out payment of up to €250 million, based on future performance. This acquisition was subsequently completed on 8 May 2015.
· On 1 June 2015, Playtech announced the proposed acquisition of Plus500, the developer and operator of an online trading platform for retail customers which trades CFDs internationally with more than 2,000 different underlying global financial instruments. The offer, at 400p in cash per Plus500 ordinary share, values the entire issued share capital of Plus500 at £459 million, or circa €625 million. The parties currently anticipate, subject to the satisfaction or waiver of certain closing conditions, that this proposed acquisition will complete by the end of September 2015. Plus500's management have executed undertakings that they will remain with the business for a period of 12 months from completion of the proposed acquisition to secure a smooth transition to Playtech management.
The acquisition of Plus500, when completed, will accelerate the planned enhancement of further scale and profitability in this sector vertical for Playtech. The Directors believe that there is strong potential for synergies through the combination of Plus500 and TradeFX, as well as the opportunity to continue to grow through further consolidation in the industry, including purchasing the business over which TradeFX holds an option to acquire.
In addition, Playtech continues to identify and evaluate a number of other investment opportunities across its businesses, which the Directors believe have the potential to create further value for Shareholders.
The strength of Playtech's balance sheet has enabled the Company to move decisively and successfully in executing the Group's strategy. The Directors believe that the Placing being announced today will enable the Company to continue delivering earnings enhancing acquisitions, joint venture initiatives and investments, through maintaining Playtech's strong financial position.
Playtech is in the process of securing debt facilities in order to maximise the Group's capital efficiency in the context of its ongoing acquisition strategy.
Current trading
Playtech's core business continues to perform strongly with average daily run rate revenue for Q2 2015 up over 25 per cent. on Q2 2014.
From 1 January 2015 to 31 May 2015, TradeFX continued to benefit from the execution of its strategy, including the growth in popularity of the mobile application and the effectiveness of its approach to marketing, generating improved performance in its key business metrics of Active Customers and FTDs.
5 months ended 31 May
2014 2015
Net revenue from trading US$ million 24.5 42.2
Active customers - core business CFDs ('000) 24.6 32.0
FTDs - core business CFDs ('000) 13.6 18.2
Information on Plus500
Plus500, which is quoted on AIM under the ticker AIM:PLUS, has developed and operates an online trading platform for retail customers to trade CFDs internationally, offering over 2,000 different underlying global financial instruments comprising equities, ETFs, foreign exchange, indices and commodities. Plus500 enables retail customers to trade CFDs in more than 50 countries. The trading platform is accessible from multiple operating systems: Windows; smartphones (iOS, Android and Windows Phone); tablets (iOS, Android and Surface) and web browsers. Plus500's proprietary trading platform has been designed to be as intuitive and easy to use as possible and has been localised into over 31 languages.
Plus500 reported total revenue for the year ended 31 December 2014 of US$228.9 million, representing an increase of 99 per cent. on the previous year, with 94 per cent. of Plus500's total revenue being derived from regulated markets. Plus500's EBITDA margin for the same period increased to 63.6 per cent., whilst EBITDA increased 116 per cent. to US$145.4 million. For the year ended 31 December 2014, Plus500 generated a pre-tax profit of US$138.1 million. As at 31 December 2014, Plus500 reported total gross assets of US$146.3 million.
In recent months,Plus500 has become the subject of increased scrutiny and has received additional requests for information from its regulators in the jurisdictions in which it is licensed, particularly around its internal client on-boarding processes, which has caused significant disruption to its operations. Such scrutiny has made it apparent that Plus500 would benefit from being part of the Group.
Specifically, in the United Kingdom, the FCA has carried out inspections in relation to Plus500's systems and controls relating to anti money laundering (AML), financial sanction systems and other regulatory controls. The FCA identified various deficiencies in these systems and it required Plus500 to take steps to remedy these issues. It has also required the appointment of a "skilled person" to assess the effectiveness of AML systems and controls (including the remediation work). Plus500UK was also required to suspend business with existing customers until its documentation has been upgraded to the appropriate standards and similarly not to take on any new customers until upgraded policies and procedures are in place.
As stated in Plus500's Information Statement to its shareholders, dated 11 June 2015, the acquisition by Playtech of Plus500 is subject to the satisfaction or waiver of certain closing conditions. No assurance can be given by Playtech that each of the conditions will be satisfied. Whilst Plus500 announced progress on its remediation programme, the regulatory reviews of its business are continuing. As a result, there remain risks that Plus500's business could be impacted by regulatory intervention or enforcement in the future.
In an update to trading alongside the announcement of Playtech's offer, Plus500's board of directors announced it had reassessed its own expectations for full year financial performance. Its current expectation is now that the Plus500 Group revenue in 2015 will be slightly lower than in 2014. In addition, the Plus500 board of directors concluded that it is in the interests of the Plus500 Group to continue its investment in marketing spend in order to maintain its customer base, which will lead to a significantly lower margin in 2015 than in 2014, but is consistent with a return to good revenue growth in 2016.
As indicated in Plus500's announcement dated 9 June 2015, as at close of business on 8 June approximately 23,000 customers had logged into their account since 18 May 2015, the date on which Plus500UK froze activity on existing customer accounts and of these 10,147 customers had completed the remedial AML procedures. 8,457 customer accounts have now been fully reviewed by the remediation team and unfrozen, thereby enabling those customers to trade and to deposit and withdraw funds. Plus500 stated that while it is too early to anticipate the ongoing behaviour of those customers who are now free to trade, 5,205 have resumed trading (61 per cent.) and 457 have cashed out all their funds (5 per cent.).
As confirmed in Plus500's statement on 22 May 2015, Plus500 was required by the FCA under section 166 of FSMA to appoint, and has appointed, a second skilled person who is required to review the steps taken by Plus500UK in regard to its remedial AML procedures for existing clients. Plus500UK has now commenced communication with inactive customers encouraging them to submit the appropriate documentation so that they are cleared to trade when they next wish to. Plus500UK has further confirmed that it continues to work with compliance consultants on agreeing on the required procedures to enable the on-boarding of new clients.
Information on business over which TradeFX holds an option to purchase
In May 2015, Playtech completed the TradeFX Acquisition. The TradeFX Group is an established, profitable and growing online CFDs and binary options broker and trading platform provider, offering services in more than 100 countries and in over 25 languages through three principal business segments. The Directors believed the TradeFX Acquisition represented the best entry point for the Group into the growing online CFDs and binary options industries, which are regulated and complementary to the Group's existing business. The TradeFX Acquisition has given the Group access to the positive growth trends in this dynamic sector and is helping to diversify the Group's earnings by product, geography and customer base and improve its quality of earnings.
As part of the TradeFX Acquisition, the Company secured a highly experienced management team who, through their retained shareholding in TradeFX, are directly aligned with the interests of the Group to drive the growth of the business in the coming years.
Prior to its acquisition by Playtech, the TradeFX Group secured an option to purchase another mid-size B2C broker. The business under the option is currently licensed in multiple jurisdictions, including in Europe. The expected consideration to acquire this business is approximately €100 million. The Group is currently conducting a review of the business having regard to it continuing to accept customers from certain jurisdictions for regulatory and other reasons.
Although on a standalone basis, the acquisition of the business would not be expected to require a Class 1 Circular, in the event the option is exercised, the acquisition is expected to be classified as a Class 1 Transaction under Listing Rule 10.2.1(c), by virtue of being aggregated, as Playtech is acquiring businesses which together lead to substantial involvement in a business activity which did not previously form a part of the Group's principal activities.
If the Company decides to proceed with the option to purchase the business, it currently anticipates that this will complete by the end of September 2015. The Directors believe that the acquisition, if completed, would further strengthen the Company's customer base and is expected to generate both cost and revenue synergies, including through the migration of the customer base to the TradeFX Group's proprietary trading platforms.
Other acquisition opportunities
Playtech remains an acquisitive company and continues to pro-actively examine other opportunities which fall within its announced acquisition strategy.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" |
means admission of the Placing Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards |
"Admission and Disclosure Standards" |
the "Admission and Disclosure Standards" of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities |
"Board" or "Directors" |
the directors of the Company |
"Brickington" |
means Brickington Trading Limited, a wholly owned subsidiary of a trust of which Mr. Teddy Sagi is the ultimate beneficiary |
"Business Day" |
a day (excluding Saturdays, Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of business |
"certificated" or "in certificated form" |
where a security is not held in uncertificated form (i.e. not in CREST) |
"Canaccord Genuity" |
Canaccord Genuity Limited |
"Company" or "Playtech" |
Playtech PLC |
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) |
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST |
"Existing Shares" |
the 293,532,617 Ordinary Shares in issue as at the date of this document |
"FCA" |
the Financial Conduct Authority of the United Kingdom |
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
"Group" |
the Company and its subsidiary undertakings |
"Isle of Man CREST Regulations" |
the Uncertificated Securities Regulations 2006 |
"Joint Bookrunners" |
Canaccord Genuity and UBS |
"Listing Rules" |
the Listing Rules made by the FCA under Part VI of FSMA |
"London Stock Exchange" |
London Stock Exchange plc |
"Official List" |
the Official List of the FCA pursuant to Part VI of FSMA |
"Ordinary Shares" or "Playtech Shares" |
the ordinary shares of no par value in the capital of the Company |
"Placing" |
the placing of Placing Shares as described in this document |
"Placing Agreement" |
the agreement relating to the Placing dated 18 June 2015 between the Company, Canaccord Genuity, UBS and Shore Capital |
"Placing Shares" |
the 29,050,000 new Ordinary Shares to be issued pursuant to the Placing |
"Plus500" |
Plus500 Ltd. |
"Plus500UK" |
Plus500UK Ltd. |
"Plus500 Group" |
Plus500 and its subsidiary undertakings |
"Securities Act" |
the US Securities Act of 1933, as amended |
"Shareholders" |
holders of Ordinary Shares |
"Shore Capital" |
Shore Capital Stockbrokers Limited |
"TradeFX" |
TradeFX Limited |
"TradeFX Acquisition" |
the acquisition of an effective 91.1 per cent. fully diluted stake in TradeFX by Dowie Investments Limited, a wholly owned subsidiary of Playtech |
"TradeFX Group" |
TradeFX and its subsidiary undertakings |
"UBS" |
UBS Limited |
"uncertificated" or "in uncertificated form" |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the Isle of Man CREST Regulations, may be transferred by means of CREST |
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" |
the United States of America, its territories and possessions and the District of Columbia |
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR UBS LIMITED ("UBS" AND, TOGETHER WITH CANACCORD GENUITY, THE "JOINT BOOKRUNNERS" AND EACH A "JOINT BOOKRUNNER") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE"PROSPECTIVE DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) 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 "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The new Ordinary Shares in the capital of the Company that are the subject of the Placing (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 any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made (i) outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S") meeting the requirements of Regulation S under the Securities Act; and (ii) to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act Act who have executed and delivered a United States investor representation addressed to the Company and the Joint Bookrunners substantially in the form agreed between the Company and the Joint Bookrunners,in transactions that are exempt from or not subject to the registration requirements of the Securities Act. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by Playtech PLC (the "Company" or "Playtech"), Canaccord Genuity, UBS or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this document should seek appropriate advice before taking any action.
Any indication in this document of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.
UBS, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of UBS or for affording advice in relation to the Placing, or any other matters referred to herein.
Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for Playtech and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech for providing the protections afforded to clients of Shore Capital or for affording advice in relation to the Placing, or any other matters referred to herein.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners and Shore Capital as lead manager (the Joint Bookrunners and Shore Capital together the "Underwriters" and each an "Underwriter"). Pursuant to the Placing Agreement, Canaccord Genuity and UBS have, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing").To the extent that any Placee procured by the Joint Bookrunners fails to subscribe for any or all of the Placing Shares which have been allocated to it in the Placing and for which it has agreed to subscribe following completion of the Bookbuilding Process (as defined below) (the "Defaulted Shares"), each of the Underwriters has severally agreed to acquire its relevant proportion of the Defaulted Shares at the Placing Price.
In accordance with the terms of the Placing Agreement and a subscription and transfer agreement between the Company, Canaccord Genuity and a Jersey incorporated subsidiary of the Company ("Newco") (the "Subscription and Transfer Agreement") the allotment and issue of the Placing Shares to Placees by the Company will be in consideration for the transfer to the Company of certain shares in Newco by Canaccord Genuity.
The Placing Shares will, when issued be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing Shares to the premium segment of the Official List maintained by the FCA in accordance with section 74(1) of FSMAfor the purposes of part 4A of FSMA and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 24 June 2015and that dealings in the Placing Shares will commence at that time.
Bookbuild
Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuilding process (the "BookbuildingProcess") to determine demand for participation in the Placing by Placees. This document gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective Affiliates is entitled to participate as a Placee in the Bookbuilding Process.
The Bookbuilding Process will establish a single price (the "Placing Price") payable to the Joint Bookrunners by all Placees whose bids are successful. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules as published by the UK Listing Authority pursuant to Part IV of FSMA.
The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. London time on 18June 2015, but may be closed earlier at the discretion of the Joint Bookrunners. A further announcement will be made following the close of the Bookbuilding Process detailing the Placing Price at which the Placing Shares are being placed (the "Pricing Announcement"). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.
A bid in the Bookbuilding Process will be made on the terms and conditions in this document and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to the usual sales contact at Canaccord Genuity or UBS. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price set out in the Pricing Announcement and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it or (as it may direct) one of its affiliates in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.
The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of each of the Joint Bookrunners. The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they shall in their absolute discretion determine. The Company reserves the right (upon) agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.
To the fullest extent permissible by law, none of Canaccord Genuity, UBS, any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Each Placee's obligations will be owed to the Company and to the Joint Bookrunners. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner as agent of the Company, to pay to the relevant Joint Bookrunner (or as such Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The Joint Bookrunners will procure the allotment of the Placing Shares to each Placee by Canaccord Genuity effecting the necessary transfer to the Company of shares in Newco following each Placee's payment to the relevant Joint Bookrunner of such amount.
All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of each of the Underwriters under the Placing Agreement are conditional, inter alia, on:
1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading on and as of the date of the Placing Agreement and on Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;
2. the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
3. no matter having arisen before Admission which might reasonably be expected to give rise to an indemnity claim under the Placing Agreement;
4. in the opinion of the Joint Bookrunners, acting in good faith, there shall have been no material adverse change since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement) before Admission; and
5. there being no alteration, revision or amendment of the conditional merger agreement dated 1 June 2015 relating to the acquisition by the Company of the whole of the issued share capital of Plus500 Ltd. (the "Acquisition Agreement") on or before Admission;
6. Admission occurring not later than 8.00 a.m. on 24 June 2015 or such later time as the Joint Bookrunners may agree in writing with the Company (but in any event not later than 8.00 a.m. on 1 July 2015).
If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Joint Bookrunners, the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
Either of the Joint Bookrunners may, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:
1. it comes to the knowledge of either Joint Bookrunner that any of the warranties was untrue, inaccurate or misleading in any material respect; or
2. it comes to the notice of either Joint Bookrunner that any statement contained in this announcement, or the Pricing Announcement, is or has become untrue, incorrect or misleading in any material respect; or
3. the Company or Newco shall fail to comply, in any respect which either Joint Bookrunner in its sole discretion believes is material, with any of its obligations under the Placing Agreement or the Subscription and Transfer Agreement, as applicable; or
4. there has occurred a force majeure event, or any material adverse change has occurred in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of either Joint Bookrunner, would materially prejudice the success of the Placing or the distribution of the Placing Shares.
as would, in any such case, in the opinion of either of the Joint Bookrunners, acting in good faith and having consulted with Shore Capital, as far as practicable, be impracticable or inadvisable to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement.
By participating in the Placing, each Placee agrees with the Joint Bookrunners that the exercise by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that neither of the Joint Bookrunners need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither of the Joint Bookrunners shall have any liability whatsoever to the Placees in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the Listing Rules). Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of the Joint Bookrunners any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee 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). By participating in the Placing, each Placee acknowledges to and agrees with the Joint Bookrunners for itself and as agent for the Company that, except in relation to the information contained in this document, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN IM00B7S9G985) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Placees procured by Canaccord Genuity should settle against CREST ID: 805 and Placees procured by UBS should settle against CREST ID: OMUAA. It is expected that such trade confirmation will be despatched on 18 June 2015 and that this will also be the trade date. 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 which it has in place with the relevant Joint Bookrunner.
It is expected that settlement will be on 24 June 2015 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this document in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this document (including this Appendix);
2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;
3. acknowledges that the Placing is conditional on there being no alteration, revision or amendment of the Acquisition Agreement on or before Admission;
4. agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this document and further agrees that the provisions of this document shall survive after completion of the Placing;
5. acknowledges that the new Placing Shares of the Company will be admitted to the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange/FCA (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;
6. acknowledges that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested any of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;
7. acknowledges that the content of this document is exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this document or any information previously published by or on behalf of the Company and none of the Joint Bookrunners, nor any of their respective Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this document 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 relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
8. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
9. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;
10. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their 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) none of the Joint Bookrunners, nor any of their respective 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, whether at the date of publication, the date of this document or otherwise;
11. represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
12. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;
13. represents and warrants that its acquisition of the Placing Shares has been or will be
made either: (a) in an "offshore transaction" as defined in and pursuant to Regulation
S under the Securities Act or (b) in a transaction that is exempt from or not subject to
the registration requirements of the Securities Act, in which case it has or will execute
a U.S. investor representation addressed to the Company and the Joint Bookrunners substantially in the form agreed between the Company and the Joint Bookrunners;
14. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
15. understands that upon the initial issuance of, and until such time as the same is no
longer required under the Securities Act or applicable securities laws of any state or
other jurisdiction of the United States, any certificates representing the Placing
Shares (to the extent such Placing Shares are in certificated form), and all certificates
issued in exchange therefore or in substitution thereof, shall bear a legend setting out
the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;
16. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased 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 European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
17. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
18. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;
19. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
20. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, section 118 of FSMA, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001 ,the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is 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;
21. if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO 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;
22. if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
23. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document 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 either Joint Bookrunner may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of the Joint Bookrunners, 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 transaction it may enter into in connection with the Placing, and acknowledges that none of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
26. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
27. acknowledges that 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;
28. acknowledges that it irrevocably appoints any director of the relevant Joint Bookrunner 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;
29. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;
30. represents and warrants that any person who confirms to either Joint Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Joint Bookrunner to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
31. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;
32. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this document (including this Appendix);
33. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner (as the case may be);
34. acknowledges and understands that the Company, the Joint Bookrunners, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;
35. acknowledges that the basis of allocation will be determined by the Joint Bookrunners at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
36. irrevocably authorises the Company and the Joint Bookrunners to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and
37. that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this document may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to either of the Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
