THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES.
For immediate release
29 April 2016
Acquisition of Portgrade Limited (trading as Afonwen)
and
Proposed placing to raise £28.7 million (net)
Johnson Service Group PLC (AIM:JSG) ("JSG", the "Company" and together with its subsidiary undertakings, the "Group") is pleased to announce the acquisition of the entire issued share capital of Portgrade Limited, together with its trading subsidiary Afonwen Laundry Limited ("Afonwen"), for a cash consideration of £52.6 million on a debt free, cash free basis. Afonwen is a leading supplier of high volume hotel linen and operates from three laundry facilities in Pwllheli, Reading and Cardiff and a substantial distribution depot in Leeds.
In addition, JSG announces that it intends to place 33,061,540 new Ordinary Shares to raise approximately £28.7 million, net of expenses.
The Acquisition and the Placing are not inter-conditional.
Highlights
§ Acquisition consideration of £52.6 million payable in cash on completion on a debt free, cash free basis, subject to normalised working capital
§ Intended placing of 33,061,540 new Ordinary Shares to raise approximately £28.7 million (net)
§ Increased £150 million financing package agreed with existing banks
§ Acquisition and Placing taken together are expected to be immediately earnings enhancing
§ Acquisition in-line with stated strategy of targeting value accretive acquisitions and follows the highly successful acquisitions of Bourne in 2014, London Linen and Ashbon in 2015 and Zip in January 2016
§ JSG will become one of the UK's largest providers of linen to the high volume hotel market
§ The Acquisition will provide JSG with expanded national coverage
§ Additional complementary acquisition of Chester Laundry Limited (trading as Chester Textile Services) ("Chester") for a cash consideration of £3.3 million on a debt free, cash free basis
§ Current trading of JSG is in line with management's expectations
Commenting on the Acquisition and the Placing, Chris Sander, CEO of Johnson Service Group, said:
"I am very pleased to announce further acquisitions that increase our presence in the textile rental market and the addition of Afonwen significantly strengthens our quality and service offering within the high volume hotel linen sector. I have known Afonwen for many years and have been very impressed with the quality of its business, the investment in additional laundry facilities and the resultant growth achieved in recent years. Its operations complement our existing high volume linen business in Bourne and Birmingham and will give us additional production facilities to serve our customers better and provide the opportunity for logistical efficiencies."
Mark Woolfenden, Managing Director of Afonwen, said;
"We are delighted to be joining Johnson Service Group PLC, a company which shares many of our values in delivering first class customer service and high quality linen products to the hospitality industry. With increasing consolidation in the UK textile rental market, the opportunity to scale up into a larger organisation and allow us to offer fully nationwide coverage was a huge attraction. We look forward to continued growth."
The Acquisition
The total cash consideration payable for Portgrade is £52.6 million on a debt free, cash free basis and subject to normalised working capital.
Portgrade trades through its wholly owned subsidiary Afonwen and its operations are exclusively focused on the high volume hotel linen rental market. Afonwen is one of the largest privately owned linen rental operators, supplying over 280 customers and servicing over 65,000 bedrooms across England and Wales. It employs over 750 staff and has a fleet of 80 commercial vehicles.
Established in 1935, Afonwen now operates from three laundry facilities in Pwllheli, Reading and Cardiff and a substantial distribution depot in Leeds, which together process, on average, approximately 2.6 million pieces of linen per week. The directors of the Company (the "Directors" or the "Board") believe that there is processing capacity of approximately 3.2 million pieces per week before any further investment is required. Afonwen's facilities have been regularly maintained and upgraded, with capital investment in excess of £9.0 million over the last 30 months in order to increase both capacity and production efficiency. Afonwen services customers throughout Wales, London and the South East, the Midlands, the North and the West and its top 20 customers account for approximately 60% of its revenue.
The Directors consider Afonwen to be complementary to JSG's existing textile rental services offered by Apparelmaster (workwear rental), Stalbridge and London Linen (premium hotel, catering and corporate hospitality linen rental) and, in particular, Bourne and Zip (high volume hotel linen rental) and the Acquisition is in line with the Group's strategy to broaden its geographical footprint.
The provision of hotel linen is a growing sector of the textile services market. The Afonwen business has a history of annual revenue growth and has a reputation for excellent service and operational efficiency within the industry. The Managing Director and Finance Director of Afonwen will continue with the business.
Portgrade's consolidated revenue, adjusted EBITDA1 and adjusted profit before taxation2 for the year ended 31 August 2015 were £38.4 million (2014: £33.1 million), £6.4 million (2014: £5.5 million) and £3.3 million (2014: £2.7 million) respectively. Portgrade's attributable net assets, excluding cash balances, at the same date amounted to £6.7 million, and included the freehold property in Pwllheli with a book value of £1.1 million.
The Acquisition and the Placing taken together are expected to be immediately earnings enhancing.
The acquisition of Chester Laundry Limited ("Chester")
On 26 April 2016 JSG acquired the entire issued share capital of Chester Laundry Limited (trading as Chester Textile Services) for £3.3 million on a debt free, cash free basis. Chester, which was established in 1885, services the high volume hotel linen market from its freehold laundry in Chester and currently processes on average some 500,000 pieces of linen per week, with additional capacity of some 250,000 pieces per week. It employs approximately 130 staff and has a fleet of 14 commercial vehicles.
Chester's revenue for the year ended 31 December 2015 was £7.1 million after adjusting for the loss of revenue of £1.2 million within 2015 as a result of the termination of a supply partnership contract.
The acquisition of Chester, together with the acquisition of Afonwen, will enable the Group to serve its customers better, particularly in the North West of England, from laundries which are closer to the hotels serviced.
Increased bank facility
The Acquisition has been funded from the Group's existing bank facility, which was previously entered into on 24 April 2015 and was increased by an amendment agreement on 22 April 2016 (the "Facility").
The Facility comprises a £120.0 million revolving credit facility, including overdraft, which runs to April 2020 and has an initial margin of 2.0% which will be subject to change based on quarterly gearing covenant tests in the range 1.25% to 2.25% and a £30.0 million 364 day short term facility at a fixed margin of 1.25%.
On a pro forma basis, net debt would have increased from the reported £71.2 million as at 31 December 2015 to £117.2 million following the Acquisition and the Placing and the earlier acquisitions of Zip in January 2016 and Chester on 26 April 2016. Gearing, on the same pro forma basis would have been 2.5x although the Directors expect this to reduce to not more than 2.0x within 12 months.
The Placing
Investec Bank plc is acting as nominated adviser, financial adviser and sole bookrunner in respect of the Placing.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement"). Capitalised terms used in this Announcement shall, unless the context provides otherwise, have the meanings set out in the Definitions section of the Appendix.
Under the terms of the Placing, the Company intends to place 33,061,540 Placing Shares at the Placing Price with existing institutional investors, raising net proceeds of approximately £28.7 million. The Placing is to be effected by way of a cashbox placing and will be made on a non-pre-emptive basis. Members of the public are not entitled to participate in the Placing.
The Placing Shares, when issued, will represent approximately 9.99% of the Company's existing issued share capital. The Placing Price of 90 pence per share represents a discount of 2.4% to the closing middle market price of an Ordinary Share on 28 April 2016, being the latest practicable date prior to the publication of this Announcement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares save that the Placing Shares will not be entitled to receive the final dividend of 1.45 pence per Ordinary Share for the year ended 31 December 2015 which is due to be paid to shareholders on 13 May 2016. The record date for entitlement to the final dividend was 15 April 2016.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement between the Company and Investec becoming unconditional in all respects and not being terminated, in accordance with its terms.
Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of the London Stock Exchange plc (the "London Stock Exchange"). Admission is expected to become effective on 5 May 2016 and dealings in the Placing Shares will commence at that time. Following Admission JSG will have 363,676,945 Ordinary Shares in issue.
The net proceeds of the Placing will be used to reduce the Group's debt in the short term and maintain its balance sheet strength and flexibility.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
1 Adjusted EBITDA refers to operating profit before charging depreciation in respect of property, plant and equipment and before charging Directors' remuneration.
2 Adjusted profit before taxation is before charging Directors' remuneration.
Enquiries:
Johnson Service Group PLC |
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Chris Sander, CEO Yvonne Monaghan, CFO Tel: 01928 704600 |
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Investec Investment Banking (NOMAD) |
Bell Pottinger |
David Flin Matt Lewis James Rudd |
Rollo Crichton-Stuart Gavin Davis Greg Wood |
Tel: 020 7597 4000 |
Tel: 020 3772 2500 |
IMPORTANT NOTICES
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice on the transactions or arrangements referred to in this Announcement.
This Announcement has been issued by the Company and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 INFORMATION IN IT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND WILL BE OFFERED ONLY IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.
This Announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and will be offered and sold only outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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.
Details of the Placing
Investec has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Investec, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares save that the Placing Shares will not be entitled to receive the final dividend of 1.45 pence per Ordinary Share for the year ended 31 December 2015 which is due to be paid on 13 May 2016. The record date for entitlement to the final dividend was 15 April 2016.
The Placing Agreement is conditional upon, amongst other things:
· admission occurring by 8:00am on 5 May 2016 (or such later time and date as Investec and the Company may agree, not being later than 8:00am on 12 May 2016); and
· the obligations of Investec not having been terminated pursuant to the terms of the Placing Agreement.
The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Investec. Investec has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.
Investec may terminate the Placing Agreement in certain circumstances, details of which are set out below.
The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Investec transferring its holdings of redeemable preference shares and ordinary subscriber shares in JSG 2020 Limited to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing the Company will own all of the issued ordinary shares and redeemable preference shares of JSG 2020 Limited whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Application for Admission
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM.
It is expected that Admission will become effective at 8.00am on 5 May 2016 and that dealings in the Placing Shares will commence on AIM at that time.
Participation in the Placing
1. Investec is acting as sole bookrunner and as agent for the Company in relation to the Placing. Investec is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Investec or for providing advice in relation to the matters described in this Announcement. Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by Investec. Investec and its affiliates are each entitled to participate in the Placing as principal.
2. The price per Placing Share is fixed at 90 pence and is payable to Investec by all Placees.
3. Each Placee's allocation will be confirmed orally to such Placee by Investec, as agent of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Investec to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Investec's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec. The terms of this Appendix will be deemed incorporated in that contract note.
5. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Investec (as agent of the Company), to pay it (or as it 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 subscribe for and the Company has agreed to allot and issue to that Placee.
6. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permitted by law and applicable FCA rules, neither (i) Investec, (ii) any of its directors, officers, employees or consultants nor (iii) to the extent not contained with (i) or (ii), any person connected with Investec as defined in FSMA ((ii) and (iii) being together "affiliates" and individually an "affiliate" of Investec), shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, neither Investec nor any of its affiliates shall have any liability in respect of Investec's conduct of the Placing or of such alternative method of effecting the Placing as Investec and the Company may agree.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the warranties contained in the Placing Agreement being true, accurate and not misleading at all times prior to Admission by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing Agreement in so far as they are required to be performed prior to Admission;
(c) in the opinion of Investec there having been no Material Adverse Change at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement); and
(d) Admission taking place by 8.00 a.m. on 5 May 2016 (or such later date as Investec may otherwise determine, being no later than 8.00 a.m. on 12 May 2016).
If (i) any condition contained in the Placing Agreement is not fulfilled or waived by Investec by the respective time or date specified (or such later time or date as the Company and Investec may agree), (ii) any such condition becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Investec may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that condition (d) above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
Neither Investec nor the Company shall have any liability to any Placee (or to any other person, whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec.
Termination of the Placing Agreement
Investec is entitled, at any time prior to Admission, to terminate the Placing Agreement in the event that, amongst other things in Investec's opinion:
(a) there has been a breach of any of the warranties under the Placing Agreement and/or the Company is in breach of any of its obligations under the Placing Agreement; or
(b) a matter or circumstance has arisen which would be likely to give rise to a claim in the indemnity clause under the Placing Agreement; or
(c) any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen which would, if the Placing were made at that time, constitute a material omission from the Placing Documents, or any of them; or
(d) a Material Adverse Change has occurred (whether or not foreseeable at the date of the Placing Agreement); or
(e) there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom or in any member of associate member of the European Union or the international financial markets, outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial or economic, monetary or markets conditions or currency exchange rates or controls; or (ii) trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange has been suspended or materially limited, or maximum ranges for prices have been required, by any said exchanges or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; (iii) there has occurred any actual or prospective change or development in the United Kingdom or any other taxation that would have a materially adverse effect on any member of the Group, the allotment, issue or delivery of the Placing Shares or the transfer thereof, or any member or associate member of the European Union; or (iv) a banking moratorium has been declared by the authorities of the United States, the United Kingdom or New York or a member or associate member of the European Union, which in ease case, in Investec's opinion is likely to prejudice the success of the Placing or make it impracticable or inadvisable to proceed with the Placing.
Upon such termination, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement (except for any liability arising before or in relation to such termination), subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Investec of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Investec and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or Investec or any other person and neither Investec, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0004762810) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Investec's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Following close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Investec, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Investec.
The Company will deliver the Placing Shares to a CREST account operated by Investec as agent for the Company and Investec will enter its delivery (DEL) instruction into the CREST system. Investec will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on 5 May 2016 on a T+3 basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Investec.
Each Placee agrees that, if it does not comply with these obligations, Investec may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Investec's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:
1. it has read this Announcement (including the Appendix) in its entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included in this Announcement;
2. no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
4. (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) none of Investec, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Investec, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the content of this Announcement is exclusively the responsibility of the Company and that none of Investec, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;
6. none of Investec, the Company or any of their affiliates or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and that it has not received or relied on any information given, or any representations, warranties or statements made, by Investec, the Company, any of their affiliates or any person acting on behalf of any of them and none of Investec, the Company, any of their affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement;
8. it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
9. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Investec determines;
10. it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
11. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
12. (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act;
13. it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
14. 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 section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Investec in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
15. it is aware of and acknowledges that it is required to 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;
16. it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive;
17. it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;
18. it is acting as principal only in respect of the Placing or, if it is acting for any other person, (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Investec for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
19. no action has been or will be taken by either the Company, Investec or any of their affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction;
20. it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
21. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
23. it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Investec, the Company, any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Investec on an after‑tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Investec who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
24. none of Investec, any of its affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
25. none of Investec, any of its affiliates or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Investec and that Investec has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
26. in order to ensure compliance with the Regulations, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
27. Investec and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Investec and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither Investec nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
28. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Investec in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
29. the Company, Investec and their respective affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Investec, on its own behalf and on behalf of the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of Investec as its agent for the purpose 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 for which it agrees to subscribe or purchase upon the terms of this Announcement;
31. it will indemnify on an after tax basis and hold the Company, Investec and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
32. (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. time is of the essence as regards its obligations under this Appendix;
34. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Investec;
35. the Placing Shares will be issued subject to the terms and conditions of this Appendix;
36. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing shares (together with interest chargeable thereon) may be taken by the Company or Investec in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and
37. its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it 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 representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Investec for itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Investec 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Investec in the event that any of the Company and/or Investec has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Investec accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Investec does 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 each Placee, acknowledges and agrees that Investec or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges and agrees 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 Investec's money in accordance with the client money rules and will be used by Investec in the course of its own business; and the Placee will rank only as a general creditor of Investec.
References to time in this Announcement are to London time, unless otherwise stated.
No statement in this Announcement is intended to be a profit forecast or estimate, 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.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
All times and dates in this Announcement may be subject to amendment.
DEFINITIONS
In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:
"Acquisition" |
acquisition of the entire issued share capital of Portgrade Limited; |
"Admission" |
admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies; |
"Afonwen" |
Afonwen Laundry Limited (a wholly owned subsidiary of Portgrade Limited); |
"AIM" |
AIM, a market of the London Stock Exchange; |
"Company" or "JSG" "Completion" |
Johnson Service Group PLC; completion of the Acquisition; |
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited; |
"Facility" |
the Group's bank facility which was entered into on 24 April 2015 and amended on 22 April 2016 arranged with the Company's existing three banks; |
"FCA" |
the Financial Conduct Authority; |
"FSMA" |
the Financial Services and Markets Act of 2000 (as amended); |
"Group" |
the Company and all its subsidiary undertakings and "Group Company" means any one of them; |
"Investec" |
Investec Bank plc; |
"London Stock Exchange" |
London Stock Exchange plc; |
"Material Adverse Change" |
anything that has or is likely to have a material adverse effect on the business, operations, assets, condition (financial or otherwise), funding position, liquidity or solvency of the Company or the Group as a whole; |
"Ordinary Shares" |
ordinary shares of 10 pence each in the capital of the Company; |
"Placing" |
the proposed placing of the Placing Shares by Investec as agent for and on behalf of the Company pursuant to the Placing Agreement and on and subject to the terms and conditions set out or referred to in this Announcement; |
"Placing Price" |
90 pence per Placing Share; |
"Placing Shares" |
the new Ordinary Shares proposed to be issued in connection with the Placing; |
"Portgrade" |
Portgrade Limited; |
"PRA" |
Prudential Regulation Authority; |
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland; |
"United States" or "USA" |
United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; and |
"US Securities Act" |
the US Securities Act of 1933, as amended. |
