Proposed Acquisition of Merlyn Industries Limited

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) ("MAR").

2 November 2017

 

Norcros plc ("Norcros" or the "Company")

 

Proposed Acquisition of Merlyn Industries Limited ("Merlyn") and associated Firm Placing and Placing and Open Offer

and

Notice of General Meeting

 

Norcros (LSE: NXR), the market leading supplier of innovative branded showers, taps, bathroom accessories, tiles and adhesives, has agreed to acquire Merlyn Industries Limited ("Merlyn"), a market leading, innovative designer and distributor of mid to high end branded shower enclosures (the "Acquisition"), for total consideration of £60.0 million on a debt free, cash free basis (subject to certain adjustments).

The Company also announces its intention to conduct a firm placing and placing and open offer to raise gross proceeds of £31.4 million (before expenses) (the "Capital Raising") to part-fund the Acquisition through the issue of 18,254,161 new ordinary shares in Norcros (the "Placing Shares") at a price of 172 pence per share (the "Placing Price").

 

Acquisition Highlights

 

-       Strategically and financially compelling transaction for Norcros

-       Acquisition of Merlyn, a growing, profitable, market leading business for total consideration of £60.0 million on a debt free, cash free basis (subject to certain adjustments)

-       In the year ended 31 March 2017, Merlyn reported revenues of £30.7 million and operating profit of £6.4 million

-       Acquisition consistent with Norcros' strategy to enhance its bathroom product portfolio

-       Addition of a number of well-established and market leading brands to the Group's existing portfolio

-       Merlyn enjoys established multiple sales channels which provide end market diversification and significant future growth opportunities

-       Merlyn is at the forefront of shower enclosure design and innovation

-       Experienced management team to be retained - led by Charlie Soden

-       Acquisition expected to be earnings enhancing in the first full year of ownership, and return on investment expected to exceed Norcros' cost of capital⁽¹⁾

 

The Firm Placing and Placing and Open Offer

 

-       Firm Placing and Placing and Open Offer to raise up to £31.4 million (before expenses) at the Placing Price of 172 pence

-       The Placing Price represents a discount of 5.9 per cent. to the Closing Price as at 1 November 2017

-       Proposal to raise £10.6 million  through the issue of 6,165,312 Placing Shares pursuant to the Firm Placing and £20.8 million through the issue of 12,088,849 Placing Shares pursuant to the Placing and Open Offer

-       Numis Securities Limited ("Numis") is acting as sole sponsor, financial adviser and sole bookrunner in respect of the Placing

-       The Capital Raising will be used to part-fund the Acquisition, with the balance of the Acquisition consideration (plus associated transaction costs) to be funded from the Group's new £120 million debt facility

-       Directors of the Company have indicated their intention to subscribe for Placing Shares in the Open Offer

-       Capital structure of the Enlarged Group maintains strong capital discipline

-       Quantum of equity fund raise and new debt facility allows capital flexibility for Norcros to execute on its further growth opportunities

 

Commenting on the acquisition, Nick Kelsall, Group Chief Executive, said:

'The acquisition of Merlyn with its premium brands and market leading positions is an exciting addition to the Group, substantially broadening our bathroom product offering. Merlyn's focus on design, new product development and its standard of customer service will significantly enhance the Group's portfolio. I look forward to working with Charlie and his team, whose experience and enthusiasm for the business has impressed greatly, as we look to grow and develop the Merlyn business further.'

Also commenting on the acquisition, Michael Hoyne the founder and majority shareholder in Merlyn said:

'I have admired what Nick and his team have achieved at Norcros, growing the business both organically and through its acquisition strategy. I am sure that Charlie and the team will embrace the opportunities that being part of the enlarged Norcros family with its range of channels, products and international breadth will bring, as they look to drive the Merlyn business on to the next level.'

 

Expected timetable

Announcement of the Acquisition and Firm Placing and Placing and Open Offer	2 November 2017
Publication and posting of the Prospectus and the Forms of Proxy	2 November 2017
Interim results	16 November 2017
Publication of Supplementary Prospectus	16 November 2017
Latest time and date for receipt of Forms of Proxy / CREST Proxy Instructions	10.00a.m. on 20 November 2017
General Meeting	10.00a.m. on 22 November 2017
Expected date of Completion of the Acquisition	23 November 2017
Expected date of Admission and commencement of dealings in the Placing Shares	23 November 2017

(1)These statements of expected earnings enhancement and targeted cost of capital / ROCE relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the expected earnings enhancement and cost of capital / ROCE referred to may not be achieved, or those achieved could be materially different from those targeted. These statements should not be construed as a profit forecast or interpreted to mean that the Enlarged Group's earnings in the period following the Acquisition would necessarily match or be greater than or be less than those of Norcros and/or Merlyn for the relevant preceding financial period or any other period

The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement are times and dates in London unless otherwise stated, and may be adjusted by the Company in consultation with or, if required, with the agreement of Numis.

A combined prospectus and circular is expected to be published by the Company later today (the "Prospectus"). The Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM. The Prospectus will also be available on the Company's website at: http://www.norcros.com/. Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Prospectus.

Market soundings, as defined in MAR, were taken in respect of the Placing and the Acquisition with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

For further information please contact:

Norcros plc	Tel: 01625 547 700
Nick Kelsall, Group Chief Executive
Shaun Smith, Group Finance Director
Numis	Tel: 0207 260 1000
Christopher Wilkinson
Richard Thomas Andrew Hackney Tom Ballard
Hudson Sandler	Tel: 0207 796 4133
Nick Lyon
Fern Duncan

 

Further information in relation to the Acquisition and Firm Placing and Placing and Open Offer

1.             Introduction

 

The Company announces that the Group has entered into the Acquisition Agreement with, among others, Broadlake, a generalist Irish Private Equity fund, and Michael Hoyne, a majority shareholder, to acquire Merlyn. Merlyn designs, engineers, assembles and distributes high quality, premium, branded shower enclosures in the UK and Ireland. Total consideration of £60.0 million on a debt free, cash free basis (subject to certain adjustments), is to be satisfied through the net proceeds of the Capital Raising amounting to approximately £29.9 million with the balance to be funded from new debt facilities.

 

Merlyn is a market leading, innovative designer and distributor of mid to high end branded shower enclosures, bath screens and trays.  The business has a multi-channel sales approach based on distinct brands for each channel.  The company supplies independent retailers, national and regional merchants, targeted specification contracts (housebuilders, hotels and leisure operators) and distributors. In the year ended 31 March 2017, Merlyn reported revenue of £30.7 million and operating profit of £6.4 million.

 

The Board believes that the Acquisition represents an attractive opportunity for the Group to acquire a growing, profitable, market leading and well positioned business that enhances the Group's bathroom product portfolio and is in line with the Group's strategy of acquiring quality businesses in targeted sectors and geographies. The Acquisition is of sufficient size relative to the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional on, among other things, the passing of the Resolutions by Shareholders at the General Meeting to be held at 10.00 a.m. on 22 November 2017. A notice of General Meeting is set out at the end of the Prospectus.

 

Applications will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 23 November 2017.

 

2.             Information on the Group's strategy

 

As part of the Group's growth strategy, it continues to seek to acquire attractive and complementary businesses that fit within its targeted sectors and geographies. In 2013, the Board set out three clear strategic targets:

-               to double Group revenue to £420 million by 2018;

-               to achieve sustainable underlying return on capital employed of 12 to 15 per cent. and

-               to maintain approximately 50 per cent. of Group revenue derived from outside the UK.

 

The Board declared that this strategy would be delivered through a combination of organic growth and acquisitions; with the successful integration and development of acquisitions made since 2013 being an important step in supporting and accelerating the Group's strategy. The Group has made good progress towards its strategic objectives and in particular, by achieving an underlying ROCE of 18.4 per cent. in the year ended 31 March 2017, ahead of target. Group revenue for the year ended 31 March 2017 increased by 15.0 per cent. to £271.2 million. The Group's progress in relation to achieving the Group revenue target of £420 million by 2018 has been held back by the significant depreciation of the Rand / Sterling exchange rate since the objective was established in 2013. In constant currency terms, Group revenue would have been £304 million. The Board recognises that achieving the target of £420 million remains challenging and accordingly will reassess this timeline later in the current financial year in light of the Group's progress. The Group nevertheless remains committed to this target.

 

Pursuant to its growth strategy, the Group has acquired three complementary businesses since the start of 2013. Vado, which was acquired in March 2013, has performed strongly with compounded revenue growth of 10.4 per cent. per annum since acquisition up to the period ended March 2017. Croydex, acquired in June 2015, has also delivered strong like for like revenue and underlying profit growth since its acquisition up to the period ended March 2017. Abode, acquired in March 2016, has grown revenue by 5.0 per cent. and recorded profits in line with the Board's expectations up to the period ended March 2017 and, like Croydex and Vado, has been seamlessly integrated into the Group. In respect of these acquisitions, the Board has been encouraged by the progress made in identifying and pursuing opportunities in collaboration with the Group's existing portfolio, particularly in the areas of new business development, procurement and supply chain.

 

The Vado, Croydex and Abode acquisitions have all been funded from the Group's existing banking facilities. The Board now believes that the proposed Acquisition is the appropriate opportunity to raise equity finance to partially fund the proposed Acquisition and to ensure that the Group maintains an appropriate leverage position which will enable the Group to pursue other acquisition opportunities and/or organic growth opportunities.

 

3.             Background to and reasons for the Acquisition and the Capital Raising

3.1    The Acquisition

The Board believes that Merlyn is a compelling strategic fit and would complement the Group's existing portfolio of products and brands and represents an appropriate opportunity to add a growing, market leading, UK focused and well positioned brand to its existing portfolio. The acquisition of Merlyn is consistent with the Group's objective of expanding further into the bathroom product sector which will enable the Group to offer a 'one stop shop' to the trade and specification segments in the UK.

Furthermore, the Acquisition is expected to deliver a return on capital employed in excess of 13 per cent. in the financial year ending 31 March 2019, above Norcros' cost of capital. The Group expects the Acquisition to be earnings enhancing in the financial year ending 31 March 2019⁽¹⁾.

The Board believes that Merlyn's impressive track record of growth and cash generation, as highlighted by the table below, makes it both an attractive strategic and financial proposition to the Group's shareholders.

	For the year ended 31 March
	2017	2016	2015
	£ million	£ million	£ million
Revenue	30.7	26.4	21.4
Operating profit	6.4	4.4	2.7
Cash generated from operations	6.2	4.7	2.7

 

Market share and market position

The acquisition of Merlyn will immediately provide the Group with a highly profitable business with a significant market share in both the UK and Ireland within Merlyn's product categories. Merlyn's key market is the UK, which represents 85 per cent of sales, with the Irish market representing 13 per cent. and a small level of export sales that accounts for 2 per cent.  The Board believes that there is a significant opportunity to increase sales in the future utilising Norcros' UK and international distribution channels.

Merlyn's respective shares of the UK and Irish markets are 15 per cent. and 35 per cent*. The shower enclosure, bath screen and shower tray market in the UK and Ireland in 2016 was estimated at approximately £213 million and is expected to grow to approximately £266 million by 2020. These markets have displayed strong levels of historical growth with the UK higher value enclosures market having grown at 9 per cent. CAGR over 2013-2016, versus 7 per cent. overall market growth, and is forecast to continue to grow at 6 per cent. CAGR, driven by volume and price increases. Merlyn has a track record of consistently outperforming the market, having achieved sales growth of 19.8 per cent. CAGR over 2015-2017. The Board believes that forecast market growth is underpinned by the following trends:

-       a growing consumer preference for showers over baths;

-       an ongoing premiumisation trend with consumers and fitters increasingly favouring higher value products;

-       a growing emphasis on the bathroom within the home, leading to more frequent bathroom renovations; and

-       an increase in number of bathrooms per property, driven by increase in demand for en-suites.

*UK market excludes Northern Ireland, Ireland market includes Northern Ireland

Complementary, extensive product range and brands

The Board believes that the acquisition of Merlyn will add a number of well-established and market leading brands to the Group's portfolio, which together provide a significant barrier to entry. Furthermore, the Board believes that the enhancement of its bathroom product portfolio allows the offering of additional products both domestically and internationally to Norcros' customer base.

Merlyn offers an extensive range of design-led mid to high end products manufactured to the highest specification and offers superior customer service through a dedicated, award winning sales and support team. A cornerstone of Merlyn's success has been its channel strategy, developing differentiated brands for each of its targeted sales channels. In the financial year ended 31 March 2017, approximately 80 per cent. of gross revenue (before rebates) was generated through the sales of doors and enclosures with a further 20 per cent. through the sale of trays and bath screens. Set out below is a summary of Merlyn's principal shower enclosure brands and their respective primary distribution channels.

Brand	Range description	Primary channel
Merlyn Showering : - The Series Collection	Merlyn's most well-known range of mid-high end products	Bathroom specialists with mid-high end showrooms
Ionic	Fast and easy installation products designed for use by contractors and tradesmen	National and regional merchants and specification contracts
Arysto	Luxury range launched in May 2016, utilising high quality materials	Premium bathroom specialists with high end showrooms
Vivid	Mid-high end shower enclosures	Bathroom product distributors

Merlyn's portfolio of aspirational brands is synonymous with superior design, quality and service. As a result, Merlyn enjoys high levels of brand advocacy and loyalty among key customers and influencers and, since Merlyn was established in 2000, the business has delivered a consistent track record of growth and has generated consistently high margins as a result of its premium products.

Complementary sales channel management

Merlyn has successfully established multiple sales channels across:

-       independent retailers;

-       regional merchants;

-       national merchants;

-       targeted specification contracts; and

-       distributors.

As a strong B2B brand, independent retailers, merchants, specifiers and installers are key influencers on Merlyn's customers in their purchasing decision. Merlyn has earned the trust of influencers over many years, based upon its superior delivery on both service and quality.

The Board believes that multiple sales channels provide end market diversification and also significant growth opportunities in the future. Merlyn's sales are delivered through a network of 19 experienced Regional Sales Managers across the UK and Ireland and Merlyn showcases its products via the recently refreshed and innovative Merlyn website and continues to grow its social media presence. The Board believes that a key differentiator of Merlyn is the strength of its sales and support team and its superior customer service. Merlyn has over 900 customers and serves approximately 2,250 delivery locations. In the financial year ended 31 March 2017, approximately 75 per cent. of gross revenue (before rebates) was generated through the repair and maintenance sector with 25 per cent. through sales to the new build sector.

Industry leading product development

Merlyn is at the forefront of shower enclosure design and innovation and its focus on continual product evolution has allowed Merlyn to strengthen its position within the industry. Merlyn is committed to bringing new products to market with a culture of innovation that runs deep within the company and employees are encouraged to assist in new product idea generation via the Merlyn intranet. The Board believes that Merlyn's innovative culture and focus on product development is consistent with the Group's objective to expand its product range both in the UK and internationally. New product development remains a key strategic target for the Group as the Group seeks to execute on a strong pipeline of new product programmes in place for the future. Sales generated from new product development have been between 10 and 20 per cent. in the three years ended 31 March 2017. Since 2011, the company has launched on average 5.5 new or evolved product ranges per annum.

Supply chain

Since 2008, Merlyn has operated a flexible and outsourced manufacturing model, with all shower enclosures and bath screen products sourced from supply partners based in China. The manufacturing is mainly spread across five engineering partners where Merlyn is the significant customer and there is ability to dual-source amongst these suppliers.  The Group currently sources a significant element of its components and products from China and subsequently the Board believes that there should be an opportunity to generate economies of scale given the size of the Group's Chinese supply chain.

Growth initiatives

The Group believes that Merlyn has significant opportunities to continue to grow by focusing on current core activities, including:

-       existing ranges and new product innovations;

-       expansion of established routes to markets; and

-       increased "share of wallet" within the current customer base.

In addition, there are also a number of exciting medium and long-term strategic opportunities including:

-       new geographies: driving further internationalisation of the business;

-       new product categories: widening Merlyn's product range into complementary areas; and

-       new channels: expanding in the commercial, hospitality and care markets.

3.2               The Capital Raising

The Company is proposing to raise gross proceeds of approximately £31.4 million by way of the Capital Raising. The Board considers the Firm Placing and Placing and Open Offer to be a suitable fundraising structure as it will allow access to new investors to broaden the Company's shareholder base, whilst providing existing Shareholders with the opportunity to participate in the fundraising through the Open Offer.

The Board believes that undertaking the Capital Raising at the Offer Price represents an attractive opportunity for the Company to secure additional equity funding and maintain sufficient capacity to pursue further growth opportunities that may arise.

3.3               Debt refinancing

The Group agreed a five year £70 million investment grade senior multicurrency revolving facility agreement (with a £30 million accordion option) with Barclays Bank PLC, HSBC Bank plc and Lloyds Bank plc on 21 July 2014.  This agreement was amended and restated on 2 November 2017 with the effect that increased facilities of £120 million (with a £30 million accordion option) were made available to the Group subject to the automatic release of the Acquisition Agreement and other acquisition documents from Escrow, being the date on which the Acquisition Agreement would be completed and dated ("Effective Date").  The amended and restated agreement has a term of four years, though the Group has the option to request a one year extension during the first year of operation of the amended and restated agreement.

The amended and restated agreement has an interest rate comprised of the aggregate of the applicable LIBOR (the London Interbank Offered Rate) (or if made in euros, EURIBOR (the Euro Interbank Offered Rate)) for the relevant drawing and a margin of between 1.7 and 3.0 per cent. per annum (depending on the Group's leverage ratio). A number of the standard representations contained in the original agreement were repeated on the date of the amendment and restatement agreement and will be repeated on the Effective Date.  The representations continue to include applicable carve-outs and grace periods.  The amended and restated agreement includes undertakings which the borrowers and guarantors are required to comply with including financial covenants.  The events of default in the amended and restated agreement are usual and customary for the facilities being provided.

4                     Financial impact of the Acquisition and use of proceeds

The total consideration payable under the terms of the Acquisition Agreement is approximately £60.0 million (subject to certain adjustments) and, in addition, the Company will incur expenses of approximately £3.9 million (excluding VAT) in connection with the Acquisition and the Capital Raising.

The Company proposes to use the net proceeds of the Capital Raising of approximately £29.9 million to fund a proportion of the consideration payable under the Acquisition Agreement and the associated transaction fees.  The remaining £30.1 million of consideration will be funded through the Group's new banking facilities.

The Group expects the Acquisition to be earnings enhancing in the financial year ending 31 March 2019 and to deliver a return on capital employed in excess of 13 per cent. in the financial year ending 31 March 2019, significantly above Norcros' cost of capital.

The Board intends to maintain the existing Group dividend policy post completion of the Acquisition.

5                   Summary information on the Group and its current trading

5.1               Overview

Norcros is a leading supplier of high quality and innovative showers, taps, bathroom accessories, ceramic wall and floor tiles and adhesive products with operations primarily in the UK and South Africa.

In the UK, the Group offers a wide range of quality bathroom and kitchen products, both for domestic and commercial applications. The Group's UK portfolio of businesses is well established, services a broad customer base and benefits from leading market positions and strong brands. The Group's six UK complementary businesses are:

-       Triton - the leading manufacturer and distributor of electric and mixer showers and accessories;

-       Vado - manufacturer and distributor of taps, mixer showers, bathroom accessories and valves;

-       Croydex - market-leading, innovative designer, manufacturer and distributor of high quality bathroom furnishings and accessories;

-       Abode - a leading niche designer and distributor of high quality kitchen taps, bathroom taps, and kitchen sinks;

-       Johnson Tiles - a leading manufacturer and distributor of ceramic wall and floor tiles; and

-       Norcros Adhesives - manufacturer of tile and stone adhesives and ancillary products.

The Group also has complementary businesses in South Africa, operating principally from a shared manufacturing and administrative site near Johannesburg, allowing operational, revenue and cost synergies. The Group's three South African businesses are:

-       Tile Africa - a leading retailer of local and international tiles and associated bathroom and kitchen products;

-       Johnson Tiles South Africa - a leading manufacturer and distributor of ceramic wall and floor tiles; and

-       TAL - the leading manufacturer of tile adhesives, pourable floor coverings and tiling tools.

5.2               Current trading and prospects of Norcros

On 12 October 2017, and in advance of the Group's interim results for the half year ended 30 September 2017, the Group published the following trading update:

 "Group revenue and underlying operating profit in the first half is expected to be in line with the Board's expectations.

 Group revenue for the first half is expected to be approximately £144.9 million (2016: £128.8 million), 12.5% higher than the prior year and 7.1% higher on a constant currency basis. The growth reflects a robust performance in the Group's UK business and continued growth in the Group's South African business. UK revenue for the first half was 8.4% higher than the prior year, reflecting growth in all channels, and benefitting in particular from the Group's strong positions in the new housebuild sector and in selective export markets. The Group's South African business again delivered revenue growth in the first half of the year, 4.8% higher than the prior year on a constant currency basis continuing the sustained progress of recent years. Revenue was 21.0% higher on a reported basis reflecting a stronger South African Rand.

The Group continues to focus on working capital and cash management and as a result closing net debt is expected to have reduced to around £21 million (2016: £27.5 million).

Against the backdrop of challenging market conditions, the Group's performance demonstrates the strength of its market positions and the resilience of the Group's diversified business portfolio delivering revenue growth in all UK sectors, strong growth in exports and sustained progress in South Africa. The Board remains confident that the Group will continue to make progress in line with its expectations for the year to 31 March 2018."

The Company will publish its interim results for the six months ended 30 September 2017 on 16 November 2017.  The Company expects to publish a supplementary prospectus in respect of these interim results on 16 November 2017.

6                  Summary information on Merlyn

6.1               Overview

Background

Merlyn was founded by Michael Hoyne in 2000, launching several ranges of mid to high end shower enclosures, bath screens and trays for the independent retail market in the UK and Ireland. Broadlake Private Equity undertook an investment into Merlyn to become a minority shareholder in 2015. 

Business overview

Merlyn designs, engineers, assembles and distributes high quality, premium, branded shower enclosures.  The business has a multi-channel sales approach based on distinct brands for each channel.  The company supplies independent retailers, national and regional merchants, targeted specification contracts (housebuilders, hotels and leisure operators) and distributors. Merlyn employs 58 staff at their headquarters in Kilkenny, Ireland, a 17 person sales team located in the UK and has a nine-person engineering and quality control team located in China.  Third party logistics are based in Wexford, Ireland and West Bromwich, UK, with facilities of 30,000 sq.ft and 70,000 sq.ft respectively.

There are a number of routes to market of which independent retail and regional merchants are the largest.  The business currently services over 900 accounts and this multi-channel distribution reduces the risk of dependence on any particular channel or customer.

Merlyn shower enclosures are brought to market through the following distinct channels:

-       independent retail and regional merchants (62 per cent.);

-       specification (22 per cent.);

-       national merchants (12 per cent.); and

-       national distributors (4 per cent.)

The percentages set out above refer to gross revenue (before rebates) and are unaudited.

The Directors consider that the key strengths of Merlyn include:

-       the market leading and brand leading position in the UK and Irish shower enclosure market;

-       wide distribution base with strong customer relationships;

-       focus on product design and customer service;

-       an opportunity for growth both within the UK market and through exports;

-       a well-established outsourced manufacturing model; and

-       an experienced management team.

6.2               Current trading and prospects of Merlyn

Merlyn is trading in line with the expectations of the management of the business for the six months ended 30 September 2017, with the revenue growth continuing to be driven by successful price increases, new product launches and growing market share.

7                    Summary of the key terms of the Acquisition

7.1               Acquisition Agreement

The Acquisition Agreement was entered into on 2 November 2017 by the Sellers, the Purchaser and the Company.

In accordance with the provisions of the Acquisition Agreement and subject to the satisfaction or the waiver of the conditions set forth therein, the Purchaser has agreed to purchase all of the issued shares in Merlyn and, by virtue of acquiring Merlyn, the Purchaser shall also indirectly acquire its subsidiary Merlyn UK.

The total consideration to be paid by the Purchaser for all of the shares in Merlyn is £60.0 million on a debt free, cash free basis (subject to certain adjustments), to be satisfied in cash on the day following the day of Completion.

7.2               Class 1 transaction approvals

Owing to its size, the Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires approval from Shareholders. Accordingly, a General Meeting has been convened for 22 November 2017 for the purpose of passing resolutions to approve the Acquisition and facilitate the Capital Raising.

8                    Integration, management and employees following the Acquisition

The Board anticipates integrating Merlyn to operate as a new standalone business unit. As a result, it is anticipated that all employees of Merlyn will continue to be employed by the Enlarged Group following Completion. The Board attaches great importance to the skills and experience of the management and employees of Merlyn and believes they will be an important factor in the success of the Enlarged Group.

9                     Dividend Policy

The Board intends to continue with its progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group's long-term growth. 

For the year ended 31 March 2017, the Company paid a full year dividend of 7.2p per share (2016: 6.6p per share).

The Board expects to publish the interim results for the 6 months ended 30 September 2017 on 16 November 2017. New Ordinary Shares will qualify for any interim dividend declared provided they are issued before the record date.

10                 Principal terms of the Capital Raising

The Company proposes to issue New Ordinary Shares pursuant to the Capital Raising to raise approximately £31.4 million, before expenses. Numis has made arrangements to conditionally place the Firm Placing Shares with Firm Placees, and to conditionally place the Open Offer Shares with Placees subject to claw-back to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement.

The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 5.9 per cent. to the Closing Price of 182.75 pence per Existing Ordinary Share on 1 November 2017 (being the last Business Day before the announcement of the Capital Raising). The Directors believe that it is necessary to offer the New Ordinary Shares at a discount to complete the Capital Raising to allow the Company to raise the required funding and accordingly believe that such discount is in the best interests of the Shareholders, and that the Offer Price is appropriate for the Capital Raising.

The Capital Raising is conditional, amongst other things, on:

10.1           The Firm Placing

Numis, as agent of the Company, has made arrangements to conditionally place the Firm Placing Shares with institutional investors at the Offer Price subject to the terms and conditions of the Sponsor and Placing Agreement. The Firm Placing is conditional as mentioned above.

The Firm Placing Shares represent approximately 33.8 per cent. of the New Ordinary Shares and approximately 7.7 per cent. of the Enlarged Share Capital immediately following Admission. The Firm Placing is expected to raise approximately £10.6 million. The Firm Placing Shares are not subject to clawback and therefore do not form part of the Open Offer.

10.2           The Placing and Open Offer

The Open Offer is an opportunity for Qualifying Shareholders to acquire Open Offer Shares (being in aggregate 12.1 million New Ordinary Shares or 66.2 per cent. of the Capital Raising) by subscribing for their respective Open Offer Entitlements and, through the Excess Application Facility, applying for Excess Shares, in each case at the Offer Price in accordance with the terms of the Open Offer. The Open Offer is expected to raise approximately £20.8 million. Pursuant to the Sponsor and Placing Agreement, Numis, as agents for the Company, have made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price, subject to clawback in respect of valid applications being made by Qualifying Shareholders under the Open Offer on the basis of:

10 Open Offer Shares for every 51 Existing Ordinary Shares

in each case rounded down to the nearest whole number of Open Offer Shares plus Excess Shares for which Qualifying Shareholders are entitled to apply through the Excess Application Facility, details of which are set out below. To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer, an equivalent number of shares will be subscribed for by institutional investors pursuant to the Placing.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Entitlements will be admitted to CREST and be enabled for settlement in CREST, neither the Open Offer Entitlements nor the Excess Entitlements will be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

The Open Offer will proceed, subject to Shareholder passing of the Resolutions and to the other conditions of the Capital Raising being satisfied. The Open Offer is conditional as mentioned above. The Open Offer Shares represent approximately 66.2 per cent. of the New Ordinary Shares and approximately 15.1 per cent. of the Enlarged Share Capital immediately following Admission.

The rights attaching to the Open Offer Shares will be uniform in all respects and will form a single class for all purposes. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. In the event that the Open Offer does not become unconditional by 10.00 a.m. on 1 December  2017 or such later time and date as the Company and Numis shall agree, the Open Offer will lapse and application monies will be returned, if the applicant holds their Existing Ordinary Shares in certificated form, by post at the applicant's risk and without payment of interest to the address set out on the Application Form, within 14 days thereafter. If the applicant holds their shares in uncertificated form, a refund will be made directly to their CREST account.

10.3           The Excess Application Facility

The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility, up to a maximum number of Excess Shares equal to the number of Open Offer Shares less their Open Offer Entitlement, subject to availability. Qualifying non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections of the Application Form. Qualifying CREST Shareholders will have Excess Entitlements credited to their stock account in CREST and should refer to the section "If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer" of Part III of the Prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion (and with the prior consent of Numis), and no assurance can be given that the applications for Excess Shares by Qualifying Non-CREST Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

The aggregate number of Open Offer Shares available for acquisition pursuant to the Open Offer will not exceed 12,088,849 New Ordinary Shares.

10.4           Effect of the Capital Raising

Immediately following Admission, the Enlarged Share Capital is expected to be 79,907,295 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 22.8 per cent. of the Enlarged Share Capital immediately following Admission.

Following the issue of the Firm Placing Shares to be allotted pursuant to the Firm Placing, Shareholders, regardless of whether they take up their full entitlements under the Open Offer or not, will suffer a dilution of up to approximately 7.7 per cent. of their interests in the Company. Qualifying Shareholders who take up their full Open Offer Entitlements under the Open Offer, but do not acquire any Excess Shares, will suffer a dilution of up to approximately 7.7 per cent. of their interests in the Company. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer, and Shareholders who are not eligible to participate in the Open Offer, will suffer a dilution to approximately 22.8 per cent. of their interests in the Company.

12                 Effect of the Capital Raising on the Plans

In accordance with the rules of each Plan and if applicable, the number or exercise prices of options and awards under the Plans may be adjusted to take account of the Capital Raising. If this is the case, participants will be contacted separately.

13                 Director participation in the Open Offer

The Directors intend to take up the following number of Open Offer Shares in respect of Open Offer Entitlements. Certain Directors will also apply for Excess Shares,

Director	Open Offer Entitlement	Number of Open Offer Shares in respect of the Open Offer Entitlement
Martin Towers	26,363	26,363
Nicholas Kelsall	155,965	155,965
Shaun Smith	3,921	3,921
David McKeith	2,941	2,941
Joanna Hallas	3,921	3,921

 

14                 Expected timetable of principal events

All times are London times. Each of the times and dates in the table below is indicative only and is subject to change without further notice.

	Time and date
Record Date for Open Offer Entitlements and Excess Entitlements under the Open Offer	5.00p.m. on Tuesday 31 October 2017
Announcement of the Acquisition and the Capital Raising	Thursday 2 November 2017
Publication and posting of the Prospectus, the Application Form and Form of Proxy	Thursday 2 November 2017
Ex-entitlement date for the Open Offer	Thursday 2 November 2017
Open Offer Entitlements and Excess Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST	8.00 a.m. on Friday 3 November 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Entitlements from CREST	4.30 p.m. on Wednesday 15 November 2017
Latest time and date for depositing Open Offer Entitlements and Excess Entitlements into CREST	3.00 p.m. on Thursday 16 November 2017
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on Friday 17 November 2017
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on Tuesday 21 November 2017
Latest time and date for receipt of Forms of Proxy/CREST Proxy Instructions	10.00 a.m.  on Monday 20 November 2017
Announcement of results of Capital Raising through Regulatory Information Service	Wednesday 22 November 2017
General Meeting	10.00 a.m. on Wednesday 22 November 2017
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on Thursday 23 November 2017
New Ordinary Shares credited to CREST accounts (uncertificated holders only)	as soon as practicable after Admission
Despatch of definitive share certificates in respect of the New Ordinary Shares (where applicable)	no later than Thursday 30 November 2017

15                Share capital and capital raising statistics

Firm Placing and Placing and Open Offer
Offer Price per New Ordinary Share	172 pence
Discount to the Closing Price of an Existing Ordinary Share on 1 November  2017	5.9 per cent.
Open Offer Entitlement	10 Open Offer Shares for every 51 Existing Ordinary Shares
Number of Existing Ordinary Shares in issue at the Latest Practicable Date	61,653,134
Number of New Ordinary Shares to be issued pursuant to the Capital Raising	18,254,161
Number of Ordinary Shares in issue immediately following Admission	79,907,295
New Ordinary Shares as a percentage of the Company's Enlarged Share Capital immediately following Admission	22.8 per cent.
Estimated gross proceeds of the Acquisition and Capital Raising	£31.4 million
Estimated expenses of the Capital Raising	£1.5 million
Estimated net proceeds of the Capital Raising receivable by the Company after deduction of estimated expenses	£29.9 million
Acquisition
Estimated expenses of the Acquisition	£2.4 million

16                 General Meeting

Set out at the end of the Prospectus entitled "Notice of General Meeting" is a notice convening a General Meeting of the Company to be held at the offices of Addleshaw Goddard LLP, One St Peter's Square, Manchester M2 3DE at 10.00 a.m. on 22 November 2017, at which the Resolutions to approve the Acquisition and Capital Raising will be proposed. The Resolutions are set out in full in the Notice of General Meeting.

Your attention is drawn to the fact that the Acquisition is conditional (among other things) upon Shareholder approval. As a result of the size of the Merlyn Group when compared to the Group, the Acquisition is classified under the Listing Rules as a Class 1 transaction and its implementation requires the approval of Shareholders.

Voting on the Resolutions at the General Meeting will be by way of poll. Please refer to the notes contained in the Notice of the General Meeting set out at the end of the Prospectus.

Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Registrar, Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, by not later than 10.00 a.m. on 20 November 2017, as soon as possible and, in any event, so as to arrive not later than 10.00 a.m. on 22 November 2017.

The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer's agent, ID RA10, so that it is received no later than 10.00 a.m. on 20 November 2017.

17                 Action to be taken

If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting.

18                 Recommendation and voting intentions

The Board considers the Acquisition, the Capital Raising and the Resolutions to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions, as all of the Directors intend to do in respect of their own beneficial shareholdings, amounting to 984,878 Ordinary Shares in aggregate as at the Latest Practicable Date (representing approximately 1.6 per cent. of the Existing Ordinary Shares).

 

APPENDIX

 

Definitions

Acquisition	the proposed acquisition of the entire issued share capital of Merlyn pursuant to the Acquisition Agreement
Acquisition Agreement	the agreement dated 2 November 2017 between the Purchaser and the Sellers pursuant to which the Purchaser conditionally agreed to acquire the entire issued share capital of Merlyn, a summary of which contained in the Prospectus
Admission	the admission of the Firm Placing Shares and the Open Offer Shares by the UKLA to listing on the premium segment of the Official List and by the London Stock Exchange to trading on the Main Market
AIFMD	European Alternative Investment Fund Managers Directive
Amendment and Restatement Agreement	the amendment and restatement agreement dated 2 November referred to in the Prospectus
Application Form	the application form accompanying this document on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer
APSP	the Norcros plc 2011 Approved Performance Share Plan 2011
Merlyn	Merlyn Industries Limited, incorporated in Ireland with registration number 318543
Merlyn Group	prior to the Reorganisation on 25 May 2015, Merlyn and Merlyn UK on a combined basis, and, thereafter, the Merlyn and its subsidiaries and subsidiary undertakings, and, where the context requires, its associated undertakings
Merlyn UK	Merlyn Industries U.K. Limited, incorporated in England and Wales with registration number 3906029
Articles or Articles of Association	the articles of association of the Company from time to time
Audit and Risk Committee	the audit and risk committee of the Board
Auditors	PricewaterhouseCoopers LLP
Board	the board of directors of the Company for the time being
Business Day	a day other than a Saturday or Sunday on which banks are generally open for non-automated business in the City of London
Capita Asset Services	a trading name of Capita Registrars Limited
Capital Raising	the Firm Placing and the Placing and Open Offer
certificated or in certificated form	a share or other security (as appropriate) not in uncertificated form (that is, not in CREST)
City Code	the UK City Code on Takeovers and Mergers, as amended, supplemented or replaced from time to time
Closing Price	the closing middle market quotation of an Existing Ordinary Share as derived from SEDOL
Companies Act or Act	the Companies Act 2006, as amended
Company or the Issuer or Norcros	Norcros plc
Completion	completion of the Acquisition in accordance with the terms of the Acquisition Agreement
CREST	the relevant system (as defined in the CREST Regulations) for paperless settlement of sales and purchases of securities and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)
CREST Manual	the rules governing the operation of CREST as published by Euroclear
CREST member	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)
CREST personal member	a CREST member admitted to CREST as a personal member
CREST Proxy Instruction	has the meaning ascribed to it in the notes to the Notice of General Meeting
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as applicable), as amended from time to time
DBP	the Norcros plc 2011 Deferred Bonus Plan
Directors	the directors of the Company, whose names appear in paragraph 2 of Part XIV (Persons Responsible, Directors, Senior Management and Corporate Governance) of this document, or the directors for the time being of the Company, as the context requires, and "Director" shall be construed accordingly
Disclosure Requirements	Articles 17, 18 and 19 of the Market Abuse Regulation
document or Prospectus	this combined circular and prospectus
EEA or European Economic Area	the European Union, Iceland, Norway and Liechtenstein
EEA State or Member State	a member state of the EEA or the European Union
Enlarged Group	the Group as enlarged by the Acquisition and the proceeds of the Capital Raising (following Completion and Admission, as applicable)
Enlarged Share Capital	the Ordinary Shares in issue in the capital of the Company immediately after Admission
Escrow	the meaning given to it in the Prospectus
European Union or EU	the economic and political union of Member States which are located primarily in Europe
Excess Application Facility	Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion (and with the prior consent of Numis), and no assurance can be given that the applications for Excess Shares by Qualifying Non-CREST Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.
Excess Entitlement	in respect of each Qualifying Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares up to the number of Open Offer Shares less his Open Offer Entitlement pursuant to the Excess Application Facility, which is conditional on such Qualifying Shareholder agreeing to take up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Prospectus
Excess Shares	New Ordinary Shares in addition to his Open Offer Entitlement for which a Qualifying Shareholder may apply under the Excess Application Facility
Excluded Territories	each of Australia, Canada, Japan, South Africa and the United States, and any other jurisdiction where the availability of the Capital Raising would breach any applicable laws or regulations and "Excluded Territory" shall mean any of them
Existing Ordinary Shares	the 61,653,134 Ordinary Shares in issue at the date of this document
Facilities Agreement	the agreement relating to the facilities referred to in paragraph 11.4 of Part XV of the Prospectus (as amended and restated by the Amendment and Restatement Agreement)
FCA	the UK Financial Conduct Authority
FCA Handbook	the FCA's Handbook of Rules and Guidance
Firm Placee	means any person that has conditionally agreed to subscribe for Firm Placing Shares
Firm Placing	means the conditional placing by Numis of the Firm Placing Shares on the terms and subject to the conditions contained in the Sponsor and Placing Agreement
Firm Placing Shares	the 6,165,312 new Ordinary Shares which are to be issued pursuant to the Firm Placing
Form of Proxy	the form of proxy enclosed with this document for use in connection with the General Meeting
FSMA	the Financial Services and Markets Act 2000, as amended
General Meeting	the general meeting of the Company proposed to be held at the offices of Addleshaw Goddard LLP, One St Peter's Square, Manchester M2 3DE at 10.00 a.m. on 22 November 2017 to approve the Resolutions, the notice of which is contained in the Prospectus
Grant Thornton	Grant Thornton UK LLP of Grant Thornton House, Melton Street Euston Square, Euston, London NW1 2EP
Group	the Company and its subsidiaries and its subsidiary undertakings, and when the context requires, its associated undertakings
IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board
ISIN	International Securities Identification Number
Latest Practicable Date	1 November 2017
Listing Rules	the rules of the FCA relating to the admission to the Official List made by the FCA under section 73A(2) of FSMA
London Stock Exchange	London Stock Exchange plc or its successor(s)
Main Market	the London Stock Exchange's main market for listed securities
Market Abuse Regulation	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and its implementing legislation
Money Laundering Regulations	the Money Laundering Regulations (SI 2007 No.2157), as amended
New Ordinary Shares	the Firm Placing Shares and the Open Offer Shares
Nomination Committee	the nomination committee of the Board
Non-PE Sellers	Michael Hoyne, Barry Hoyne, Nicola Hoyne, Andrew Hoyne, Charlie Soden, Michael Kilcommons and Barandnic Holdings Limited
Notice of General Meeting	the notice convening the General Meeting which is contained in the Prospectus
Numis or Sponsor	Numis Securities Limited of 10 Paternoster Square, London, EC4M 7LT
Official List	the Official List of the UK Listing Authority
Open Offer	the offer to Qualifying Shareholders constituting an offer to apply for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus, and in the case of the Qualifying Non-CREST Shareholders, the Application Form
Open Offer Entitlement	the pro rata entitlement of Qualifying Shareholders to subscribe for 10 Open Offer Share(s) for every 51 Existing Ordinary Shares registered in their name as at the Record Date, on and subject to the terms of the Open Offer
Open Offer Shares	the 12,088,849 new Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer and to Placees pursuant to the Placing
Ordinary Shares	the ordinary shares of £0.10 in the capital of the Company from time to time
Overseas Shareholders	Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom
Panel on Takeovers and Mergers	the UK Panel on Takeovers and Mergers
Placee	any person who has agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer
Placing	the placing of the Open Offer Shares at the Offer Price to Placees by Numis in accordance with the terms of the Sponsor and Placing Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer
Placing Price	172 pence per New Ordinary Share
Plans	the APSP, the DBP and the SAYE (as those expressions are defined in paragraph 4 of the Prospectus
pounds sterling or £	the lawful currency of the United Kingdom
Prospectus Rules	the rules of the FCA made for the purposes of Part VI of FSMA in relation to offers of securities to the public and the admission of securities to trading on a regulated market
Purchaser	Norcros Group (Holdings) Limited, a wholly-owned subsidiary of the Company
Qualifying CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in uncertificated form on the Record Date
Qualifying Non-CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in certificated form on the Record Date
Qualifying Shareholders	holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Overseas Shareholders with a registered address or resident in any Excluded Territory
Receiving Agent or Capita	Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
Record Date	5.00 p.m. on 31 October 2017
Refinancing	the refinancing which will take effect when the Amendment and Restatement Agreement becomes effective
Registrar	Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
regulatory authority	any central bank, ministry, governmental, quasi governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the Panel on Takeovers and Mergers, the FCA, the UKLA and the London Stock Exchange
Regulatory Information Service	one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information from listed companies
Regulation S	Regulation S under the US Securities Act
Remuneration Committee	the remuneration committee of the Board
Resolutions	the resolutions set out in the Notice of General Meeting
SAYE	the Norcros plc Savings-Related Share Option Scheme 2017 and the Norcros plc Savings-Related Share Option Scheme 2007
SEDOL	the London Stock Exchange Daily Official List
Sellers	the Non-PE Sellers and Winnipeg Lake Holdings Limited
Senior Independent Director	the "senior independent director", as referred to in the UK Corporate Governance Code
senior management	certain members of the Group's management team named as senior management in the Prospectus
Shareholder	a holder of Ordinary Shares for the time being
Sponsor and Placing Agreement	the sponsor and placing agreement dated 2 November 2017 between the Company and Numis, details of which are set out in the Prospectus
subsidiary	the meaning given to it in the Companies Act
subsidiary undertaking	the meaning given to it in the Companies Act
Transparency Rules	the rules made under section 73A(6) of FSMA, which relate to major shareholdings and the notification and dissemination of information by issuers of transferable securities, and which are set out in chapters 4, 5 and 6 of the FCA's Disclosure Guidance and Transparency Rules sourcebook
UK Corporate Governance Code	the UK Corporate Governance Code published by the Financial Reporting Council, as amended from time to time
UK Listing Authority or UKLA	the FCA in its capacity as the competent authority for the purpose of Part VI of FSMA
uncertificated or in uncertificated form	in relation to a share or other security, a share or other security title in uncertificated form to which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred through 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, any state of the United States of America and the District of Columbia
US Securities Act	US Securities Act of 1933, as amended
USD, US dollars or $	the lawful currency of the United States
VAT	UK value added tax
wholly-owned subsidiary	the meaning given to it in the Companies Act