Proposed Placing

27 November 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

 

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Proposed Placing

Further to the announcement on 14 November 2017, the Board of Globalworth (AIM: GWI) today confirms its intention to proceed with an equity fundraising to raise approximately €300 million through a non-pre-emptive placing of new ordinary shares (the "Placing Shares"), with the ability to increase this dependent on demand (the "Placing"). 

Assuming successful completion, the net proceeds of the Placing will be used to fund a significant pipeline of attractive investment opportunities in both Poland and Romania, as set out below, as well as for general corporate purposes.  The Placing will also assist the Company in managing its gearing strategy to a target LTV of 35%.  In addition, a key objective of the Placing will be to attract new institutional investors and broaden the liquidity of the Company's shares ahead of its planned move to the Main Market of the London Stock Exchange in 2018. 

Acquisition and Development Pipeline

The Company announced on 4 October 2017 that its subsidiary Globalworth Asset Managers SRL ("GAM") had entered into a conditional investment agreement to acquire a minimum of 50.01% and up to 67.90% of the issued share capital of Griffin Premium RE.. N.V. ("GPRE"), a Dutch entity listed on the Warsaw Stock Exchange, (the "Investment") to be effected by way of a public tender offer (the "Tender Offer")¹.  The Board of Globalworth expects the Tender Offer to be closed and the Investment to be completed on or around 6 December 2017, and will update shortly on the outcome.  The acquisition of GPRE will be funded from the Company's existing cash resources.

Acquisition Pipeline²

In addition to GPRE's previously announced contracted acquisition pipeline in Poland, the Company is pleased to report a near term acquisition pipeline of five standing office properties under due diligence in both Poland (through GPRE) and Romania with an approximate aggregate investment value of €410 million, as set out in the table below.  A number of asset management opportunities exist to use the Company's strong multi-national tenant relationships to re-gear leases and extend and rotate the tenant profile with the potential for subsequent yield compression to local market levels.

	Romania	Poland
Project	3 standing office assets with asset management potential	2 standing office assets with asset management potential
GLA (sqm)	c.100,000	c.60,000
Acquisition Cost (€m)	c.250	c.160
Est. Rental Income p.a. (€m)	c.22	c.13
Est. Yield (blended)	c.8.5-9.0%	c.8.0-8.5%

 

Development Pipeline³

The Company is also pleased to announce that additional development projects are being prepared in connection with existing land plots it owns in Bucharest and Timisoara, and a further pipeline of new development projects under due diligence in Bucharest and, through GPRE, in Warsaw, as set out in the table below.  These projects have the potential to deliver a total gross leasable area ("GLA") in excess of 250k sqm between 2018 and 2022, and build upon the Company's strong development track record in securing, planning, developing and leasing such projects.

	Romania			Poland
Project	Luterana Land Plot - Office (City Centre, Bucharest)	TAP Light Industrial Phase 2 Expansion (Timisoara)	Undisclosed - Office (Bucharest)	Emilka Mixed Use Development (CBD, Warsaw)
Status	Land plot acquired 2014. Complex site assembly and rezoning completed;  building permit approval pending	Adjacent expansion land acquired in 2017. Building permit approval pending	Under diligence	MOU signed/ Under Diligence
Expected timeline of delivery	2020	2018-2022	2019-2020	2021
GLA (sqm)	c.27,000	c.140,000 (in phases)	c.40,000	c.42,000-50,000
Est. Rental Income p.a. (€m)	5.8	6.1	c.8.0	c.12.0-13.5
Historic Cost (incurred) (€m)	7.0	4.7	n/a	n/a
Est. Future Spend/Capex (€m)	35.0	56.4	c.70.0	>150
Total Cost (€m)	42.0	61.1	c.70.0	>150
Est. Yield on Historic Cost + Capex	13.8%	10.0%	11-12%	7.8-8.3%

 

Cornerstone Investors

The Company has received strong indications of support from existing and new investors for the Placing, including binding commitments to subscribe from the following major shareholders:

·       Growthpoint Properties Limited ("Growthpoint") has agreed to subscribe in cash for such number of Placing Shares as would result in Growthpoint's and its associates' total direct or indirect shareholding following the Placing increasing from approximately 27.0% to approximately 29.5% of the votes exercisable at a general meeting of the Company on a fully diluted basis;

·     certain funds and accounts managed or advised by York Capital Management Global Advisors, LLC ("York Capital") have agreed to subscribe for a portion of the Placing Shares equivalent to the percentage of the Company's existing issued share capital owned by them (approximately 18.7%), subject (a) to a maximum subscription of €30,000,000, and (b) to their subscription being scaled back at the discretion of the Company; and

·       certain funds and/or accounts managed by Oak Hill Advisors (Europe), LLP and its affiliates ("Oak Hill") have agreed to subscribe for Placing Shares with a value of €25,000,000.

Under Rule 13 of the AIM Rules for Companies, an issue of shares to a related party which exceeds 5% in any of the class tests would be treated as a related party transaction and is subject to certain disclosure and confirmation requirements.  To the extent that any issue of shares pursuant to the Placing to a related party constitutes a related party transaction, the Board will, in accordance with Rule 13 of the AIM Rules for Companies, consult with the Company's nominated adviser, Panmure Gordon (UK) Limited ("Panmure Gordon"), and the Directors will confirm that they consider, having consulted with the Company's nominated adviser, that such related party transaction is fair and reasonable insofar as the Company's shareholders are concerned.

Financial position of the Company

The Company today announces an unaudited EPRA NAV per share for the third quarter ended 30 September 2017 of €8.36. No revaluation of the portfolio was carried out with valuations last independently appraised as at 30 June 2017. 

Adjusted on a pro forma, consolidated basis for the accretive acquisition of a minimum of 50.01% and up to 67.90% of the issued share capital of GPRE, upon full consolidation of GPRE, the Company estimates that, as a result of acquiring its interest in GPRE at a discount to GPRE's EPRA NAV, the Company's unaudited EPRA NAV per share (the "Adjusted EPRA NAV") as at 30 September 2017 should increase to approximately €8.60.  This is stated before the effects of any H2 2017 revaluation movements and is based on currently available information and a number of assumptions⁴.  The Company's actual Adjusted EPRA NAV per share will vary depending upon, among other things, the level of ownership that the Company acquires in GPRE and the actual balances as at the closing date of the acquisition of GPRE.

Details of the Placing

Jefferies International Limited ("Jefferies") is acting as Sole Bookrunner in connection with the Placing.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). Jefferies will today commence a bookbuilding process in respect of the Placing (the "Bookbuilding Process"). The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares will be decided at the close of the Bookbuilding Process but the Placing Price is expected to be at or around the prevailing EPRA NAV per ordinary share. The book will open with immediate effect following this Announcement and is expected to close at 3.00 p.m. on 7 December 2017. Pricing and allocations are at the discretion of Jefferies and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the H2-17 dividend of €0.22 per share, anticipated to be paid in January 2018. Consistent with the target of a sustainable and growing dividend, the Board has indicated a prospective H1-18 dividend of not less than €0.27 per share (or not less than €0.54 per share annualised) anticipated to be paid in August 2018.

Application will be made for the Placing Shares to be admitted to trading on AIM. Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 12 December 2017. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company and Jefferies (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

In order to provide the shareholder authorities necessary to issue the Placing Shares, an Extraordinary General Meeting ("EGM") at which the required shareholder approvals will be sought, has been convened to be held at 10.00 a.m. on 4 December 2017 at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT.

Trading Update

The Company is pleased to report ongoing healthy operating conditions against a strong economic backdrop with seasonally adjusted GDP growth, compared to the same quarter of the previous year, of 8.6% in Romania and 5.0% in Poland in the third quarter of 2017 (Source: Eurostat).

 

The Company's commercial standing portfolio has grown since June 2017 to 505k sqm with the inclusion of Green Court Building C (16k sqm) in Bucharest's New CBD acquired in August 2017, the nearby completion of Tower I (29k sqm) at the Globalworth Campus project and the delivery of the light industrial facility at Timisoara Airport Park ("TAP") for Litens (8k sqm). 

 

The Company is delighted to report that at Tower I at Globalworth Campus, Amazon has become the largest tenant, testament both to the quality of this project and Globalworth's standing and reputation as the leading office investor and developer in the local market. The Company is also pleased to announce the first pre-letting of Tower II at Globalworth Campus, which is due to complete in Q1 2018, of nearly 7k sqm to Stefanini. 

 

Key operating highlights since 30 June 2017 are as follows:

·      Successfully signed an additional 28.1k sqm of commercial GLA, increasing the total year to date to 53.0k sqm.  

·      Further broadened its tenant base with new high quality national and international corporates such as Amazon, General Motors, ABB, Interglobe Technologies, Capgemini and Tradeshift.

·      Total average occupancy of commercial standing GLA is now 90.3% (or 93.4% before the inclusion of Tower 1 at Globalworth Campus which is currently being leased up post completion).  Including additional commercial GLA under tenant option (16.8k sqm) increases total average occupancy from 90.3% to to 93.6%.

·      Significant leasing progress in Globalworth Plaza and City Offices, two standing offices that have been repositioned since taking ownership. Since the beginning of the year, at Globalworth Plaza leasing has increased by 12.5k sqm (16.1k sqm including expansion options), taking occupancy from 29.7% to 82.0% (100% including expansion options). In City Offices a further 9.9k sqm has been leased, increasing occupancy from 21.8% to 49.3%. 

·      At the Globalworth Campus development, 50% of Towers I and II are let or under option with active discussions with a number of national and multinational tenants for the take-up of the remaining space.

·      The tenant mix of the portfolio comprises more than 120 national and multinational corporates from 20 countries, operating in 27 different sectors and industries with an average weighted average lease length of 6.3 years.

Key financial highlights for the quarter ended 30 September 2017 are as follows:

·    Portfolio Open Market Value ("OMV")⁵ of €1,088.6 million (30 June 2017: €1,045.4 million) up 4.1% as compared to 30 June 2017, mainly driven by the acquisition of Green Court Building C in August 2017 and further capital expenditure incurred in the third quarter of 2017 for the investment properties under development (Globalworth Campus and TAP).  No investment valuation was carried out in the quarter.

·    EPRA⁶ NAV of €764.7 million (30 June 2017: €759.8 million) and EPRA NAV per share⁷ of €8.36 (30 June 2017: €8.30). 

·    IFRS NAV of €690.8 million (30 June 2017: €688.8 million) and IFRS NAV per share⁸ of €7.64 (30 June 2017: €7.61).

·    Net Loan to Value of 32.8% (30 June 2017: 27.4%) up 5.4% as compared to 30 June 2017 mainly due to the reduction in cash balances as a result of the acquisition of Green Court Building C in August 2017.

·    Gross Loan to Value of 52.8% (30 June 2017: 54.6%) down 2.2 per cent as compared to 30 June 2017.

·    Net Operating Income of €34.9 million for the nine months ended 30 September 2017 (30 September 2016: €33.8 million) up 3.2% as compared to the same period in 2016.

·    Normalised EBITDA⁶ from ongoing operating activities of €29.5 million for the nine months ended 30 September 2017 (30 September 2016: €28.5 million) up 3.5% as compared to the same period in 2016.

In October 2017, the Company acquired a 30 hectares land plot adjacent to its TAP logistics complex for €5 million which will facilitate further phases of development projects of up to 140k sqm, driven by its expectation of significant tenant demand from existing and new tenants.

 

In November 2017, the Company signed a €30 million secured revolving credit facility with Erste Group.  The facility has a seven-year tenor and can be redrawn and repaid at no cost in the first two years.  The facility is secured against the existing TAP complex.

Expected Timetable

The expected timetable for the Placing is as follows:

Extraordinary General Meeting	10.00 a.m. on 4 December 2017
Latest time and date for receipt of Placing commitments	3.00 p.m. on 7 December 2017
Announcement of the results of the Placing	8 December 2017
Admission of the Placing Shares to AIM	8.00 a.m. on 12 December 2017
Crediting of CREST stock accounts	12 December 2017

The timetable is subject to change at the discretion of the Company and Jefferies.

Dealing Codes

Ticker	GWI
ISIN of the Placing Shares	GG00B979FD04
SEDOL of the Placing Shares	B979FD

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the section of this Announcement headed "Important Notice".

Enquiries

Andrew Cox                                                                                                                        Tel: +44 20 3026 4027

Head of Investor Relations & Corporate Development  

 

Jefferies (Sole Bookrunner and Joint Broker)                                                              Tel: +44 20 7029 8000

Stuart Klein

 

Panmure Gordon (Nominated Adviser and Joint Broker)                                          Tel: +44 20 7886 2500

Andrew Potts

 

Milbourne (Public Relations)                                                                                         Tel: +44 7921 881 800

Tim Draper

 

About Globalworth / Note to Editors

Globalworth is a real estate investment company active in Central and Eastern Europe, and has become the leading office investor in the Romanian real estate market.  Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, through which it benefits from a strong rental income profile from high quality tenants from around the globe.  With approximately 70 professionals managing it, Globalworth's portfolio, as at 30 September 2017, was valued in excess of €1 billion, of which 90% is in income-producing assets and over 80% in the office sector. Globalworth has a strong and supportive investor base, having been listed on the AIM Market of London Stock Exchange since 2013 and in 2017 issued its debut Eurobond on the Irish and Bucharest stock exchanges. 

Globalworth announced in October 2017 that its subsidiary Globalworth Asset Managers SRL had entered into a conditional investment agreement to acquire a minimum of 50.01% and up to 67.90% of the issued share capital of Griffin Premium RE.. N.V. ("GPRE"), a Dutch entity listed on the Warsaw Stock Exchange. GPRE is a pure-play Polish real estate platform that primarily owns high-quality office and mixed-use assets located in Warsaw and across a number of other key cities, notably Wroclaw, Lodz, Krakow and Katowice. Its portfolio comprises six office and three mixed-use (office and retail) properties, and benefits from a further pipeline of contracted acquisitions. For more information please refer to related regulatory announcements.

NOTES

 

1.             Subject to completion.

 

2.             The potential acquisitions shown in the table under "Acquisition Pipeline" are currently under due diligence.  There can be no assurance that these assets will be acquired, and they are shown for indicative purposes only using management estimates. The estimated rental income and yield shown is based on an assumption of potential income at full occupancy in the current condition, and is shown in aggregate, and not individual asset metrics.  The Polish acquisitions are being considered by GPRE.

3.             The potential developments shown in the table under "Development Pipeline" are currently under due diligence.  There can be no assurance that these development projects will be secured and/or started, and are shown for indicative purposes using management estimates.  Luterana and TAP sites are already owned.  Luterana had a valuation of €12.6m as at 30 June 2017.  The TAP Phase 2 land plot was acquired in October 2017 for €4.7 million.  The Emilka development is a potential project through GPRE, which is exploring an ownership share of between 70 and 100%.

4.             The Company's estimated Adjusted EPRA NAV per share of approximately €8.60 as at 30 September 2017 has been included for information purposes only and is subject to a number of assumptions, including: (a) that completion of the Company's acquisition of GPRE, which remains subject to closing conditions, occurred as at 30 September 2017; (b) that approximately 60% of the issued share capital of GPRE is acquired by the Company; (c) an estimated PLN to EUR exchange rate; and (d) an estimated amount for the transaction costs related to the Acquisition.  As a result, even though management of the Company believes these assumptions used to be reasonable, the estimated Adjusted EPRA NAV per share as at 30 September 2017 describes a hypothetical situation and has been prepared solely for illustrative purposes.  It does not purport to represent what the Company's actual pro forma consolidated EPRA NAV per share may be if the Company completes the acquisition of GPRE nor is it necessarily indicative of the Company's future consolidated EPRA NAV per share.  The Company's actual pro forma consolidated EPRA NAV per share may differ significantly from the estimated Adjusted EPRA NAV for a number of reasons, including, but not limited to, the actual balances as at the closing date of the acquisition of GPRE and differences between amounts assumed and the actual amounts.

5.             Portfolio OMV is based on appraised valuations performed by Coldwell Banker as at 30 June 2017, adjusted for development capex invested during the three month period ended 30 September 2017, plus acquisitions less disposals during the 3 month period ended 30 September 2017. No revaluations were undertaken as at 30 September 2017.

6.             "EPRA" The European Public Real Association Estate is a non-profit association representing Europe's publicly listed property companies and which offers guidance on best reporting practices for real estate companies.  EPRA NAV includes properties and other investment interests at fair value and excludes certain items not expected to crystallise in a long-term investment property business model.

7.             The number of ordinary shares used to calculate the EPRA Net Asset Value ("EPRA NAV") per share as at 30 September 2017 was 91,512,438 (30 June 2017: 91,538,716).  The number of ordinary shares used to calculate IFRS Net Asset Value ("IFRS NAV") per share as at 30 September 2017 was 90,430,041 (30 June 2017: 90,465,754). If the 1,072,962 shares that will be issued by 31 December 2017, representing the second tranche of the fee shares agreed to be issued to Growthpoint Properties Limited and certain funds and/or accounts managed by Oak Hill as part of the equity raise carried out in December 2016, and the 9,435 unvested shares under the employees share award plan are taken into account, the diluted IFRS NAV per share at 30 September 2017 would be €7.55 per share (30 June 2017: €7.53 per share).

8.             Calculated as profit before finance cost, depreciation, amortisation of other non-current assets, gain on acquisition of subsidiaries, fair value gain on investment property, and other non-operational and / or non-recurring income and expense items.

Note all numbers in this announcement are unaudited.

 

IMPORTANT NOTICE

 

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of securities has not been and will not be registered under the applicable securities laws of any state, province or territory of the United States, Australia, Canada, South Africa, or Japan. Subject to certain limited exceptions, securities may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan.

 

The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

 

In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (investment professionals) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

 

In any member state of the European Economic Area, this communication is only addressed to and directed at "qualified investors" in that Member State within the meaning of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, including any applicable implementing measures in the relevant member state).

 

This announcement is not an "offer to the public" (as defined in the Companies Act, No. 71 of 2008 (as amended) (the "South African Companies Act") in South Africa, provided that the offer is made in the circumstances specified in section 96 of the South African Companies Act and this announcement does not, nor is it intended to, constitute a prospectus (as such term is defined in the South African Companies Act).

 

This announcement is for distribution in Israel only to, and is only directed at, investors included in Schedule One of the Israeli Securities Law 5728-1968 and for Qualified Clients as defined in Schedule One of the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Nothing in this announcement should be considered as investment counselling or investment marketing, as defined in the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsellor prior to making any investment.

 

Jefferies is authorised and regulated by the Financial Conduct Authority. Jefferies is acting exclusively for the Company and no one else in connection with the Placing. Jefferies will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

None of the Company, Jefferies or any of their respective affiliates, directors, officers, employees, agents or advisers, accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The Company, Jefferies and any their respective affiliates, directors, officers, employees, agents or advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each recipient should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

 

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as at the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

 

 

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE FOR PLACING SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR 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 OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN SECTION 86(7) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU, AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT IS NOT AN "OFFER TO THE PUBLIC" (AS DEFINED IN THE COMPANIES ACT, NO. 71 OF 2008 (AS AMENDED) (THE "SOUTH AFRICAN COMPANIES ACT") IN SOUTH AFRICA, PROVIDED THAT THE OFFER IS MADE IN THE CIRCUMSTANCES SPECIFIED IN SECTION 96 OF THE SOUTH AFRICAN COMPANIES ACT AND THIS ANNOUNCEMENT DOES NOT, NOR IS IT INTENDED TO, CONSTITUTE A PROSPECTUS (AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT).

THIS ANNOUNCEMENT IS FOR DISTRIBUTION IN ISRAEL ONLY TO, AND IS ONLY DIRECTED AT, INVESTORS INCLUDED IN SCHEDULE ONE OF THE ISRAELI SECURITIES LAW 5728-1968 AND FOR QUALIFIED CLIENTS AS DEFINED IN SCHEDULE ONE OF THE LAW FOR THE REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT, 5755-1995. NOTHING IN THIS ANNOUNCEMENT SHOULD BE CONSIDERED AS INVESTMENT COUNSELLING OR INVESTMENT MARKETING, AS DEFINED IN THE LAW FOR THE REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT, 5755-1995. INVESTORS ARE ENCOURAGED TO SEEK COMPETENT INVESTMENT COUNSELLING FROM A LOCALLY LICENSED INVESTMENT COUNSELLOR PRIOR TO MAKING ANY INVESTMENT.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF THE GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON VARIOUS ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA"), THE LONDON STOCK EXCHANGE, THE AIM RULES FOR COMPANIES (THE "AIM RULES") OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.

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 acquire Placing Shares has been given.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, Jefferies International Limited ("Jefferies"), the Company's nominated adviser, or any of their respective affiliates (within the meaning of Rule 405 under the Securities Act) ("Affiliates") or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Jefferies or any of such persons' Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada or Japan. 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 or Japan or to, or for the account or benefit of any national, resident or citizen of Australia, Canada or Japan.

 

No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Directive or the AIM Rules, respectively) to be published. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

 

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Jefferies, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

 

Jefferies is authorised and regulated in the United Kingdom by the FCA.  Jefferies is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

 

This Announcement is being issued by 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 Jefferies or Panmure Gordon (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or agents or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Jefferies or Panmure Gordon or any of their respective affiliates or agents or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Each of Jefferies and Panmure Gordon and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Jefferies or Panmure Gordon or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. 

 

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.

 

This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Jefferies.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange plc.

1.                Details of the placing

1.1             Jefferies has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Jefferies, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees ("Placees") for the Placing Shares at a price per Placing Share (the "Placing Price") at or around prevailing EPRA NAV per Ordinary Share to be established following completion of a bookbuilding process (the "Bookbuilding Process").

1.2             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 dividends and other distributions declared or made after the date of issue of the Placing Shares. 

1.3             The Company has agreed with Jefferies to a 60 day lock-up from Admission (defined below), subject to certain exceptions.

2.                applications for admission to trading

2.1             Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on its AIM market (the "Application").

2.2             It is expected that Admission will become effective on or around 8.00 a.m. on 12 December 2017 ("Admission") or such later time and date as Jefferies and the Company may agree not being later than 8.00 a.m. on 29 December 2017 and that dealings in the Placing Shares will commence at that time.

3.                participation in, and principal terms of, the Placing

3.1             Jefferies is acting as global co-ordinator, bookrunner, placement agent and arranger for the Company in connection with the Placing.

3.2             This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Jefferies will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may in its sole discretion determine (after consultation with the Company).

3.3             Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by Jefferies or the Company.  Jefferies and its affiliates are each entitled to participate in the Placing and the Bookbuilding Process as principal.

3.4             The Placing Price and the number of Placing Shares to be issued will be agreed between Jefferies and the Company following completion of the Bookbuilding Process.  The Placing Price and number of Placing Shares will be announced on by Regulatory Information Service ("RIS") following completion of the Bookbuilding Process (the "Allocation Announcement").

3.5             Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement."

3.6             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."

3.7             The Placing is expected to close no later than 3.00 p.m. on 7 December 2017, or such later time and date as Jefferies and the Company may agree. The timing of the closing of the books, pricing and allocations may be accelerated or delayed. Jefferies may, in agreement with the Company, accept applications that are received after the Bookbuilding Process has closed. The Company reserves the right (upon agreement with Jefferies) to reduce or seek to increase the amount to be raised pursuant to the Placing in its absolute discretion.

3.8             Any person who has been invited and wishes to participate in the Placing should communicate their application by telephone to their usual sales contact at Jefferies. Each application should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and Jefferies or at prices up to a price limit specified in its application.

3.9             Jefferies reserves the right not to accept applications or to accept applications in part rather than in whole, on the basis of allocations determined in Jefferies' sole discretion (after consultation with the Company) and may scale down any application for this purpose on such basis as they may determine (after consultation with the Company). The acceptance of the applications shall be at Jefferies' absolute discretion (after consultation with the Company). Jefferies may also, notwithstanding paragraphs 3.7 and 3.8 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting an application after that time; and (ii) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting an order after that time.

3.10           An order in the Placing will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Jefferies, will not be capable of variation or revocation after the time at which it is submitted.

3.11           Each prospective Placee's allocation will be determined by Jefferies in its sole discretion (after consultation with the Company) and confirmed orally by Jefferies following the close of the Bookbuilding Process.  That oral confirmation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of incorporation and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

3.12           Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Jefferies. The terms of this Appendix will be deemed incorporated by reference therein.

3.13           Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Jefferies, to pay as principal to Jefferies (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

3.14           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.

3.15           To the fullest extent permissible by law, neither Jefferies nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Jefferies nor any of its affiliates (as defined below) shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Jefferies' conduct of the Placing or of such alternative method of effecting the Placing as Jefferies and the Company may determine.

3.16           To the fullest extent permitted by law and applicable FCA rules, neither (i) Jefferies, (ii) any of Jefferies' directors, officers, employees or consultants, or (iii) to the extent not contained with (i) and (ii), any person connected with Jefferies as defined in FSMA ((i) to (iv) being together "affiliates" and individually an "affiliate"), 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.

4.                Conditions of the placing

4.1             Jefferies' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

4.1.1          the warranties in the Placing Agreement being true and accurate and not misleading on and as at the date of the Placing Agreement and again on completion of the Placing and at Admission by reference to the facts and circumstances from time to time subsisting;

4.1.2          the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

4.1.3          the compliance by the Company with certain publication of announcement obligations (including with respect to this Announcement);

4.1.4          the compliance by the Company with all its obligations, and the satisfaction by the Company of all the conditions which are to be satisfied by it, under the Placing Agreement or under the terms and conditions of the Placing, in each case, in all material respects and to the extent required to be performed or satisfied on or prior to Admission;

4.1.5          completion of the Acquisition;

4.1.6          in the opinion of Jefferies (following consultation with the Company to the extent practicable), there not having been a material adverse change affecting the Company or the Enlarged Group;

4.1.7          the obligations of Jefferies under the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

4.1.8          Admission occurring not later than 8.00 a.m. on 12 December 2017 (or such later time and date as Jefferies and the Company may agree not being later than 8.00 a.m. on 29 December 2017).

4.2             If any condition contained in the Placing Agreement becomes incapable of being fulfilled (or where applicable, waived) or if all the conditions are not fulfilled (or where applicable waived), then the Placing Agreement will terminate in accordance with its terms, the Placing will not proceed and the Placee's 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.

4.3             Jefferies may in its absolute discretion and upon such terms as it thinks fit, waive fulfilment by the Company of all or any of any the conditions in the Placing Agreement, save that conditions 4.1.2 and 4.1.8 above relating to the allotment and issuance of the Placing Shares and Admission thereof may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

4.4             Neither Jefferies 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 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 Jefferies.

5.                termination of the placing agreement

5.1             Jefferies may at any time prior to Admission terminate the Placing Agreement in respect of the Placing Shares in accordance with the terms of the Placing Agreement by giving notice to the Company in certain circumstances, including a breach of the Company's warranties given to Jefferies in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, a material adverse change in the Group's or the Enlarged Group's condition or prospects or the occurrence of certain customary force majeure events which, in the opinion of Jefferies acting in good faith (following consultation with the Company to the extent practicable), makes it impractical or inadvisable to proceed with the Placing, the Application or Admission.

5.2             Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

5.3             By participating in the Placing, Placees agree that the exercise by Jefferies of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Jefferies and that it needs not make any reference to Placees and that neither Jefferies nor the Company (or their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.

6.                Lock-up

The Company has undertaken that it shall not, without the prior written consent of Jefferies (such consent not to be unreasonably withheld or delayed), between the date of the Placing Agreement and the date falling 60 days after Admission allot or issue any Ordinary Shares (or any other shares or securities in the capital of the Company) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, Ordinary Shares or other shares or securities in the capital of the Company save pursuant to (i) the Placing or (ii) the Company's investment manager incentive plan or (iii) the warrant instrument issued by the Company on 24 July 2013 or (iv) the fee shares issuable by the Company under the subscription agreements between the Company and certain investors dated 1 December 2016.

7.                No prospectus

7.1             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) and the Exchange Information (as defined below), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

7.2             Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Jefferies or any other person and neither Jefferies nor 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 by that person.

8.                registration and settlement

8.1             Settlement of transactions in the Placing Shares (ISIN: GG00B979FD04) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Jefferies and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Jefferies' and the Company'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.

8.2             Following completion of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note trade confirmation stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Jefferies 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 Jefferies.

8.3             The Company will deliver the Placing Shares to a CREST account operated by Jefferies as agent for the Company and Jefferies will enter its delivery (DEL) instruction into the CREST system. Jefferies 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.

8.4             It is expected that settlement will take place on 12 December 2017 on a T+2 basis (or such later date as Jefferies and the Company may agree) in accordance with the instructions set out in the contract note.

8.5             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 Jefferies.

8.6             Each Placee is deemed to agree that, if it does not comply with these obligations, Jefferies may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for and on behalf of Jefferies' 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 between the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any transfer taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares on its behalf.

8.7             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.

8.8             Placees will not be entitled to receive any fee or commission in connection with the Placing.

8.9             Under the Placing Agreement, the bookrunner is entitled at its discretion and out of its own resources at any time to rebate to any third party part or all of its fees relating to the Placing and to retain agents and may pay commission in respect of the Placing to any or all of those agents out of its own resources.

9.                representations and warranties

9.1             By submitting an application and/or participating in the Placing, each prospective Placee (and any person acting on such prospective Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) with Jefferies (in its capacity as bookrunner and agent of the Company, in each case as a fundamental term of its application for Placing Shares) and the Company that:

9.1.1          it has read and understood this Announcement (including the Appendix) in its entirety and its acquisition of Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and undertakes not to redistribute or duplicate this Announcement;

9.1.2          it is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on ownership and transfer and the restrictions on sales of the Placing Shares;

9.1.3          it is able to bear the economic risk of an investment in the Placing Shares and is currently able to afford the complete loss of such investment and is aware that there are substantial risks incidental to the purchase of the Placing Shares;

9.1.4          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, the Bookbuilding Process or the Placing Shares;

9.1.5          the Ordinary Shares are listed on AIM and are admitted to trading on the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and/or the FCA (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 it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

9.1.6          (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) neither Jefferies, 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 Jefferies or 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;

9.1.7          the content of this Announcement is exclusively the responsibility of the Company and that neither Jefferies nor any of 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 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;

9.1.8          the only information on which it has relied in committing itself to acquire Placing Shares is contained in this Announcement and any Exchange Information and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by Jefferies or the Company or any of their affiliates or any person acting on behalf of any of them and none of Jefferies or 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 and any Exchange Information;

9.1.9          it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of any "inside information";

9.1.10       it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total price per Placing Share 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 Jefferies determine;

9.1.11       it: (i) is entitled to acquire 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 to acquire 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 acquisition of Placing Shares;

9.1.12       unless otherwise specifically agreed with Jefferies, it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan or 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 the United States, Australia, Canada, Japan or South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

9.1.13       if in the United Kingdom, 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 Order, and 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;

9.1.14       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 Jefferies 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;

9.1.15       it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

9.1.16       if in a Member State of the EEA, it is a Qualified Investor within the meaning of the Prospectus Directive;

9.1.17       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 Qualified Investors and Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning 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 (which includes any relevant implementing measure in any Member State of the European Economic Area);

9.1.18       it has not been engaged to acquire 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;

9.1.19       if in the United Kingdom, it is aware of and acknowledges that it is required to comply and has complied 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 2017 (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;

9.1.20       if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA other than to Qualified Investors, or in circumstances in which the prior consent of Jefferies has been given to the proposed offer or resale;

9.1.21       it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

9.1.22       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 acquires 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 or in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

9.1.23       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 by it or any other person on the acquisition by it or them of any of the Placing Shares or the agreement to acquire the Placing Shares and acknowledges and agrees that none of Jefferies or 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, including as may arise on a sale of Placing Shares subsequent to their acquisition by it or them.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Jefferies 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 Jefferies who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; neither Jefferies nor 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 Jefferies and that Jefferies does not have any 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;

9.1.24       in order to ensure compliance with the Money Laundering Regulations 2017, Jefferies (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 Jefferies' or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Jefferies' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Jefferies' or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity the Jefferies (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Jefferies 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;

9.1.25       Jefferies may, and its affiliates acting as an investor for its or their own account(s) may acquire 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, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Jefferies or any of its affiliates acting as an investor for its or their own account(s).  Neither Jefferies 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;

9.1.26       these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, 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 Jefferies 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;

9.1.27       the Company and Jefferies 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 Jefferies, on its own behalf and on behalf of the Company, and are irrevocable;

9.1.28       it irrevocably appoints any duly authorised officer of Jefferies 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 acquire or purchase upon the terms of this Announcement;

9.1.29       it will indemnify on an after tax basis and hold the Company and Jefferies 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;

9.1.30       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 and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its acquisition of Placing Shares;

9.1.31       its commitment to acquire 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 Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

9.1.32       Jefferies does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

Additional representations and warranties relating to US securities laws

9.1.33       it is (a) a "qualified institutional buyer" (a "QIB") within the meaning of Rule 144A under the Securities Act, or (b) is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" (as defined in, and in accordance with Regulation S);

9.1.34       it understands, and account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are being offered in a transaction not involving any public offering in the United States (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act or in a transaction exempt, from or not subject to, the registration requirements under the Securities Act and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act;

9.1.35       it understands, and account it represents has been advised that, the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Placing Shares;

9.1.36       it is not subscribing for any Placing Shares as a result of (i) any "directed selling efforts" as that term is defined in Regulation S under the Securities Act or (ii) any form of "general solicitation or general advertising" within the meaning of Regulation D under the Securities Act;

9.1.37       it is acquiring the Placing Shares for its own account or for one or more separate accounts maintained by it for the benefit of persons on whose behalf the Investor is authorized to make these acknowledgments, representations and warranties, and enter into these agreements and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;

9.1.38       the Placing Shares may constitute an equity interest in a passive foreign investment company within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended ("PFIC"),  in the current or any future tax year; if the Company is a PFIC, then US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Placing Shares, (ii) neither the Company nor Jefferies intend to assess whether the Placing Shares constitute equity interests in a PFIC in any taxable year or to provide such information as may be required to make a "qualified electing fund" election with respect to the Placing Shares and (iii) it is advised to consult with its own tax advisors concerning the impact of any legislation, proposed or enacted, that could affect the application of the PFIC rules;

9.1.39       it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

9.1.40       no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and

9.1.41       in the case of a prospective Placee (and any person acting on such prospective Placee's behalf) who is located in the United States:

(i)      the Placing Shares (whether in physical, certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Placing Shares are being offered and sold in a transaction not involving any public offering in the United States within the meaning of the Securities Act and no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Placing Shares;  and

(ii)      it understands that the Placing Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM IN ACCORDANCE WITH ALL APPLICABLE LAWS."

9.2             The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Jefferies for itself and as agent for the Company and are irrevocable.

9.3             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 transfer taxes 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, transfer taxes may be payable, for which neither the Company nor Jefferies 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 transfer tax undertakes to pay such transfer tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Jefferies in the event that any of the Company or Jefferies has incurred any such liability to pay such transfer tax. If this is the case, each Placee should seek its own advice and notify Jefferies accordingly.

9.4             Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Jefferies 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.

9.5             When a Placee or person acting on behalf of the Placee is dealing with Jefferies, any money held in an account with Jefferies 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 Jefferies' money in accordance with the client money rules and will be used by Jefferies in the course of its own business; and the Placee will rank only as a general creditor of Jefferies (as applicable).

9.6             Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

9.7             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.

9.8             All times and dates in this Announcement may be subject to amendment.  Jefferies shall notify the Placees and any person acting on behalf of a Placee of any changes.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Acquisition" - the acquisition by a member of the Group of a minimum of 50.01% and up to 67.90% of the issued share capital of Griffin Premium RE.. N.V.

"Company" - Globalworth Real Estate Investments Limited

"Enlarged Group" - the Group as enlarged by the acquisition of Griffin Premium RE.. N.V.

"Group" - the Company and its subsidiary undertakings

"London Stock Exchange" - London Stock Exchange plc

"Ordinary Shares" - ordinary shares of no par value in the capital of the Company

"Placing" - the conditional placing of the Placing Shares at the Placing Price by Jefferies as agent for and on behalf of the Company pursuant to the terms of the Placing Agreement

"Placing Shares" - up to 55,000,000 new Ordinary Shares to be issued in connection with the Placing

"UK" or "United Kingdom" - the United Kingdom of Great Britain and Northern Ireland