2020 Placing Announcement

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014.

 

 1 September 2020

 

Dalata Hotel Group plc

("Dalata", the "Company" or the "Group")

 

Proposed Placing

 

Dalata Hotel Group plc, the largest hotel operator in Ireland with a growing presence in the United Kingdom, today announces its intention to conduct a non-pre-emptive placing of new ordinary shares of €0.01 each in the capital of the Company (the "Placing Shares") representing up to approximately 19.9 per cent of the Company's existing issued share capital (the "Placing").

 

The Placing, which is being conducted by way of an accelerated bookbuild (the "Bookbuild"), is available to qualifying existing and new investors, and will be launched immediately following the release of this announcement. J&E Davy ("Davy") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") are acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing.

 

 

Interim Results

 

Dalata has separately today issued its Interim Results announcement which provides detail on the performance of the Group for the six-month period ended 30 June 2020 (the "Interim Results Announcement") and commentary on trading until the end of August 2020. The Interim Results Announcement should be read in conjunction with this Announcement (including the Appendix).

 

Reasons for the Placing

 

Dalata is focused on ensuring it is in a strong financial position to take advantage of market opportunities arising from the effects of the Covid-19 dislocation in its local markets. The net proceeds from the Placing will materially strengthen the Group's balance sheet, which will:

 

·      provide a significant advantage in securing lease opportunities at competitive terms particularly in the UK market;

·      provide additional headroom in the event of a more prolonged impact from Covid-19; and

·      enable the commencement of the development of Dalata's hotel in Shoreditch, London.

 

The Group believes that global tourism will see a strong resurgence in the medium term, and that Dalata will be well placed to grow market share in a dislocated marketplace with a strengthened balance sheet.

 

 

Pat McCann, Chief Executive of Dalata, commented:

 

"The Placing announced today will strengthen the Group's positioning for future long-term leases and other growth opportunities in addition to providing additional strength to the Group's financial position in the event of a longer than expected recovery from the Covid-19 pandemic. It will also enable the commencement of the development of Maldron Hotel Shoreditch in London.

 

We could never have foreseen the extent of the challenges we now face with Covid-19 but we have always approached the management of our balance sheet in a way that ensured we would be ready for the inevitable ups and downs in our industry, including shocks, and yet position it for ongoing growth and opportunity. We therefore entered the Covid-19 crisis in a very strong financial position. Our asset backed balance sheet and comfortable gearing ensured Dalata was well placed to confront the resulting challenges. Dalata had cash resources of approximately €110 million and undrawn facilities of €111 million at the end of August."

 

Shareholder consultation and Directors and Company Secretary participation

 

Dalata acknowledges that it is seeking to issue new ordinary shares amounting to up to approximately 19.9% of the existing issued share capital of the Company on a non-pre-emptive basis. In line with the recommendations of the Pre-emption Group, it has consulted with its major institutional shareholders ahead of the release of this announcement. The Placing structure has been chosen taking into account the Company's requirements. The structure minimises cost, period to completion and use of management time during an important period for the sector and the Company, as it navigates its recovery from the challenges relating to Covid-19 and seeks to position itself for further growth. It is the Board's view that the Placing is in the best interest of shareholders, as well as wider stakeholders in Dalata, and will contribute to promoting the long-term success of Dalata.

 

All of the Directors of the Company and the Company Secretary intend to participate in the Placing in respect of in aggregate €0.64m.

 

Details of the Placing

 

Davy and Berenberg are acting as Joint Bookrunners in relation to the Placing. The Company, Davy and Berenberg have entered into a placing agreement in connection with the Placing (the "Placing Agreement") under which, subject to the terms and conditions set out therein, the Joint Bookrunners have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the Bookbuild (the "Placing Price"), and to the extent that, following the execution of the Terms of the Placing (if executed) by all the parties to the Placing Agreement, any Placee defaults in paying the Placing Price in respect of any of the Placing Shares allocated to it, to subscribe in their agreed proportions for such Placing Shares at the Placing Price on the Closing Date.

 

The Placing will be conducted through the Bookbuild which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions of the Placing set out in the Appendix to this Announcement.

 

The final number of Placing Shares and the Placing Price will be determined at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild, the allocation of the Placing Shares and the Placing Price shall be determined together by, and at the absolute discretion of the Joint Bookrunners and the Company.

 

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue. As at the date of this Announcement, the Company has 185,732,900 Ordinary Shares in issue (nil treasury shares).

 

Applications will be made (a) to The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") for admission of the Placing Shares to the primary listing segment of the Official List of Euronext Dublin and to trading on its main market for listed securities and (b) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the standard listing segment of the Official List and to the London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission").

 

Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 3 September 2020. The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

 

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, indemnities, acknowledgements, confirmations and undertakings contained in the Appendix.

 

This Announcement (together with the Appendix) should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

 

 

MAR information

 

This Announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information   relating to the Company and its securities, as permitted by MAR. That inside information is set out in this Announcement. 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.

 

The person responsible for arranging release of this Announcement on behalf of Dalata is Sean McKeon, Company Secretary of Dalata.

 

 

For further information please contact:

 

Dalata Hotel Group plc                                                                                    

 

Pat McCann, CEO

Dermot Crowley, Deputy CEO

Sean McKeon, Company Secretary

Niamh Carr, Investor Relations

 

Tel: +353 (0) 1 206 9400

 

Davy (Joint Bookrunner and Broker)   

 

Ronan Godfrey

Brian Ross

Anthony Farrell

Orla Cowzer

 

Tel: +353 (0)1 6796363

 

Berenberg (Joint Bookrunner and Broker)

 

Ben Wright

Richard Salmond

Milo Bonser

 

Tel: +44 (0)20 3207 7800

 

FTI Consulting (Investor relations and PR)

 

Melanie Farrell

 

Tel: +353 86 401 5250

Email: [email protected]

 

 

About Dalata

 

Dalata Hotel Group plc was founded in August 2007 and became publicly listed in March 2014. Dalata has a strategy of owning or leasing its hotels and also has a small number of management contracts. The Group's portfolio now consists of 29 owned hotels, 12 leased hotels and three management contracts with a total of 9,211 bedrooms. In addition to this, the Group is currently developing 13 new hotels and has plans to extend four of its existing hotels, with close to 3,300 bedrooms. This will bring the total number of bedrooms in Dalata to over 12,500. For the first six months of 2020, Dalata reported revenue of €80.8 million and a loss after tax of €63.1 million. Dalata is listed on the Main Market of Euronext Dublin (DHG) and the London Stock Exchange (DAL). For further information visit: www.dalatahotelgroup.com.

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

 

All offers of Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus.  No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Persons needing advice should consult an independent financial adviser being, (i) if you are resident in the United Kingdom a financial adviser who is authorised under the Financial Services and Markets Act 2000, as amended, (ii) in the case of shareholders resident in Ireland, an organisation or firm authorised or exempt under the Investment Intermediaries Act 1995 (as amended) of Ireland or an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended)) or (iii) another appropriately authorised professional adviser if you are resident in a territory outside of the United Kingdom or Ireland.

 

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.

 

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice.

 

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) in Member States of the Economic European Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are also persons (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) to whom it may otherwise be lawfully communicated including the Company Placing Participants; (all such persons together being referred to as "Relevant Persons"). In the United Kingdom and Member States of the Economic European Area, this Announcement must not be acted on or relied on by persons who are not Relevant Persons and any investment or investment activity to which this Announcement relates is available only to and will be engaged in only with Relevant Persons.

 

The distribution of this Announcement (including the Appendix) and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, and/or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

 

This Announcement is not being distributed, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Joint Bookrunners, or by any of their respective directors, partners (personlich haftende Gesellschafter), officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective directors, partners (personlich haftende Gesellschafter), officers, employees, advisers, consultants, affiliates or agents.

 

Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, and in the case of Davy, Euronext Dublin, the Central Bank of Ireland or other applicable law the application of which may not be excluded, no responsibility or liability is accepted by the Joint Bookrunners or any of their respective, directors, partners (personlich haftende Gesellschafter), officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in this Announcement or in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or such information or opinions or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. 

 

Davy is regulated in Ireland by the Central Bank of Ireland. Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is subject to limited regulation by the Financial Conduct Authority.

 

The Joint Bookrunners are acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Placing, the contents of this Announcement or for any other matters described in this Announcement.

In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, each of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither of the Joint Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. 

Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business to the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

 

 

Cautionary statements

 

This Announcement contains or may contain, and the Company may make verbal statements containing, certain "forward-looking statements" with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. Forward-looking statements sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", estimate", "expect" (or the negative thereof) other words of similar meaning reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.

 

The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the Irish Listing Rules, the UK Listing Rules, MAR, FSMA, Euronext Dublin, the FCA and/or the Central Bank of Ireland), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic environment, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. In particular, and as with other businesses in the broader economy and the hospitality and leisure sector in particular, the Company is significantly impacted by the Covid-19 pandemic; and statements about future progress and performance may be affected by ongoing uncertainty regarding these factors arising from Covid-19 meaning that actual progress and performance may differ materially from those statements.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

 

No statement in this Announcement is or is intended to be a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings of the Company for the current or future years would necessarily match or exceed the historical published earnings of the Company.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

 

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties or who are Company Placing Participants.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:  (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED INCLUDING THE COMPANY PLACING PARTICIPANTS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

PERSONS DISTRIBUTING THIS ANNOUNCEMENT (OR ANY PART THEREOF) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY.

EACH PERSON TO WHOM THIS ANNOUNCEMENT IS DIRECTED SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN IRELAND, THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them at the end of this Announcement.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or  any jurisdiction in which publication or distribution of this Announcement and/or an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares (or the acceptance of any such offer) would be unlawful; (each a "Restricted Territory").  The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company or by J&E Davy ("Davy") or Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg" and together with Davy "the Joint Bookrunners") or any of their respective Affiliates, or any person acting on behalf of any of them which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 

No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of securities. Any offer and sale of securities in Canada will be made on a private placement basis only in the Provinces Ontario, Quebec, Alberta, British Columbia and Manitoba, and is exempt from the requirement that the issuer prepares and files a prospectus under applicable Canadian securities laws. Any resale of securities acquired by a Canadian investor in any such offering must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of securities outside of Canada.  As applicable, each Canadian investor who purchases the Placing Shares will be deemed to have represented to the issuer, the Joint Bookrunners and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions  or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Securities legislation in certain provinces or territories of Canada may provide a purchaser of securities with remedies for rescission or damages if any Placing document that constitutes an offering memorandum for the purposes of applicable Canadian securities laws  (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser's province or territory. The purchaser of securities should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), any offer of securities will be conducted pursuant to any exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Persons distributing this Announcement (or any part thereof) 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 such action.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.  This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is unlawful in the United States.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been 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 either of the Joint Bookrunners or any of their respective Affiliates, or any person acting on behalf of any of them as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefor is expressly disclaimed.

Davy is regulated in Ireland by the Central Bank of Ireland. Berenberg is authorised by the German Federal Financial Supervisory Authority and in the United Kingdom is subject to limited regulation by the Financial Conduct Authority. The Joint Bookrunners  are acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement.  The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement.

None of the Company or the Joint Bookrunners or their respective Affiliates, or any person acting on behalf of any of them makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.  Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be bound by the terms and conditions contained in this Appendix, including being deemed to provide (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, indemnities, undertakings, confirmations and agreements set out herein.

In particular each such Placee represents, warrants and acknowledges that:

a)            it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

b)            except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is either (i) outside the United States acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act ("Rule 144A"); and

c)             if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Defined terms used in this Appendix are set out at the end of this Announcement.

Bookbuild

Following this Announcement, the Joint Bookrunners will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares.  The book will open with immediate effect.  Members of the public are not entitled to participate in the Placing.  This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Details of the Placing Agreement and of the Placing Shares

Davy and Berenberg are acting as Joint Bookrunners and placing agents in connection with the Placing.  The Joint Bookrunners have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the terms and conditions set out therein, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the Bookbuild, and to the extent that, following the execution of the terms of subscription (the "Terms of the Placing") (if executed) by all the parties to the Placing Agreement, any Placee defaults in paying the Placing Price in respect of any of the Placing Shares allocated to it, each of the Joint Bookrunners severally agrees to subscribe in its agreed proportion for such Placing Shares at the Placing Price on the Closing Date.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following which the Terms of the Placing are expected to be executed.  The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue.  The Placing Shares will be issued free of any encumbrances, liens or other security interests.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Davy will subscribe for ordinary shares and preference shares in Oak Funding Limited, a subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the delivery to the Company of a bearer provisional allotment letter in respect of preference shares in Oak Funding Limited and the transfer to the Company of ordinary shares in Oak Funding Limited.

Application for admission to trading

 

Applications will be made (a) to The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") for admission of the Placing Shares to the primary listing segment of the Official List of Euronext Dublin and to trading on its main market for listed securities and (b) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the standard listing segment of the Official List and to London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 3 September 2020 (or such later date as may be agreed between the Company and the Joint Bookrunners).

 

Participation in, and principal terms of, the Placing

1.             The Joint Bookrunners are arranging the Placing severally, and not jointly, or jointly and severally, as agents of the Company.  Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Bookrunners.  Each of the Joint Bookrunners and their respective Affiliates are entitled to enter bids as principal in the Bookbuild.

2.             The Bookbuild, if successful, will establish the Placing Price payable to the Joint Bookrunners by all Placees whose bids are successful. The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild.  Any discount to the market price of the Ordinary Shares will be determined in accordance with the Irish Listing Rules and applicable guidelines.  The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

3.             To participate in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Joint Bookrunners.  Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid.  Bids may be scaled down on the basis referred to in paragraph 6 below.  Each of the Joint Bookrunners reserves the right not to accept bids or to accept bids in part rather than in whole.

4.             The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 1 September 2020 but may be closed earlier or later, at the discretion of the Joint Bookrunners and the Company.  The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.             Each prospective Placee's allocation will be confirmed to Placees orally by the relevant Joint Bookrunners following the close of the Bookbuild, and a contract note or trade confirmation will be dispatched as soon as possible thereafter.  Subject to paragraph 7 below, the relevant Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and all applicable laws.

6.             Subject to paragraphs 2 and 3 above, the Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine.  The Joint Bookrunners may also, notwithstanding paragraphs 2 and 3 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.  The acceptance of offers shall be at the absolute discretion of the Company and the Joint Bookrunners. The Company reserves the right (upon agreement with the Bookrunners) to reduce the amount to be raised pursuant to the Placing, in its absolute discretion.

7.             The allocation of Placing Shares to Placees located in the United States shall be conditional on the receipt, compliance and/or execution (as may be applicable) by each Placee of or with an investor representation letter (each an "Investor Representation Letter") in the form provided to it by one of the Joint Bookrunners or its Affiliates.

8.             A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.  Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner (as agent of the Company), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire.  Such Placees' obligations will be owed to the Company and to the relevant Bookrunner.  The Company shall allot such Placing Shares to each Placee following each Placee's payment to the relevant Bookrunner of such amount.

9.             Except as required by law or regulation, no press release or other announcement will be made by any of the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10.          Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".

11.          All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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".

12.          By participating in the Bookbuild, each Placee agrees 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.

13.          To the fullest extent permissible by law, none of the Joint Bookrunners, the Company or any of their respective Affiliates or persons acting on behalf of any of them shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, none of the Joint Bookrunners, nor the Company, nor any of their respective Affiliates or persons acting on behalf of any of them shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners, their respective Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.  The Joint Bookrunners' obligations under the Placing Agreement are conditional on certain conditions, including (in summary):

a)            the Terms of the Placing having been entered into by the Company and the Joint Bookrunners;

b)            the publication by the Company of the results of the Placing on a Regulatory Information Service;

c)             the Company having complied with all of the agreements and undertakings, and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement, save for any non-compliance, non-satisfaction or non-performance which the Joint Bookrunners (acting in good faith) do not consider to be material in the context of the Group, the Placing or Admission;

d)            the Company issuing and allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

e)            the option agreement and the subscription, delivery and transfer agreement (respectively the "Option Agreement and the Subscription, Delivery and Transfer Agreement") each having been duly executed and delivered by the parties thereto and there having occurred no material default or material breach of the terms thereof and the Option Agreement and the Subscription, Delivery  and Transfer Agreement remaining in full force and effect and not having been terminated, and there having occurred no default or breach by the Company or Oak Fund Limited of either agreement; and

f)             Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 3 September 2020 (or such later date as the Company and the Joint Bookrunners may agree).

g)            If:  (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. Any such waiver will not affect Placees' commitments as set out in this Announcement.

If:  (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. Any such waiver will not affect Placees' commitments as set out in this Announcement.

The Joint Bookrunners may, at their discretion extend the time for satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to the Terms of the Placing having been entered into, Admission taking place and the Company allotting the Placing Shares may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Joint Bookrunners nor any of their respective Affiliates, nor any person acting on behalf of any of them shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it 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 the Joint Bookrunners.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Joint Bookrunners (acting together in good faith and following consultation with the Company to the extent reasonably practicable in the circumstances) are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if (in summary):  (i) there has been a breach by the Company of any of the warranties contained in or given pursuant to the Placing Agreement or (ii) there has been a failure by the Company to perform any of its obligations contained in the Placing Agreement which, in the opinion of the Joint Bookrunners (acting jointly in good faith), is material in the context of the Group, Admission and/or the Placing; (iii) if any of the conditions under the Placing Agreement have not been satisfied or waived by the Joint Bookrunners (to the extent relevant, by the date specified); (iv) in the opinion of the Joint Bookrunners acting jointly in good faith, there has been a Material Adverse Change; (v) an application for Admission is withdrawn or refused by Euronext Dublin, the FCA, or the London Stock Exchange; or, in the opinion of the Joint  Bookrunners (acting jointly in good faith), will not be granted; (vi) there has occurred a change in national or international financial, economic, industrial, political or market conditions (including, but not limited to, currency exchange or interest rates and stock market disruption or conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally) which, in the reasonable opinion of the Joint Bookrunners, is likely to have a material adverse effect on the Placing or otherwise renders or is likely to render the Placing temporarily or permanently impracticable or inadvisable or is likely materially and adversely to affect the financial or trading position, the business or the prospects of the Group as a whole; or any outbreak or escalation of war or other hostilities or any act of terrorism in Ireland, the United Kingdom, any other EU Member State, the United States of America or elsewhere, which in the reasonable opinion of the Joint Bookrunners makes it temporarily or permanently impracticable or inadvisable to proceed with the Placing.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to, or consultation with, Placees and that neither they nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise.

No prospectus

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Central Bank of Ireland, the FCA (or any other competent authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and the Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Bookrunners or their respective Affiliates or any other person and none of the Joint  Bookrunners or the Company, or any of their respective Affiliates or 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).  By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company when deciding to participate in the Placing.

Restriction on issues of securities

The Company has undertaken to the Joint Bookrunners that, from the date of the Placing Agreement until 90 calendar days after the Closing Date (both dates inclusive), it will not, without the prior written consent of the Bookrunners enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary exceptions agreed between the Company and the Joint Bookrunners.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: IE00BJMZDW83) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions.  Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunners and settlement instructions.  It is expected that such contract note or trade confirmation will be dispatched on or around 1 September 2020 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bookrunner.

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

Placees should settle against CREST ID: 189 for Davy and CREST ID: 5KQAQ for Berenberg. It is expected that settlement will be on 3 September 2020 on a T+2 basis in accordance with the instructions given to the Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may acquire and retain such shares as principal or may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.  The foregoing is without prejudice to any cause of action the Joint Bookrunners may have against a defaulting Placee. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, save as provided below, be so registered free from any liability to Irish stamp duty or Irish stamp duty reserve tax.  If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as joint bookrunners and as placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

14.             it has read and understood this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

15.             that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Placing or the Placing Shares;

16.             that the issued Ordinary Shares are admitted to trading on Euronext Dublin and the London Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with applicable law, including MAR and the rules and practices of the Euronext Dublin, and / or  London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes the Interim Results Announcement and a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;

17.             that none of the Joint Bookrunners, nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding  the Bookbuild, the Placing, the Placing Shares or the Company or any other person other than this Announcement (which is the sole responsibility of the Company), nor has it requested any of the Joint Bookrunners, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;

18.             unless otherwise specifically agreed with the Joint Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor any beneficial owner of the Placing Shares will be, a resident of a Restricted Territory, and it further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer or sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory or elsewhere and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

19.             that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners or any of their respective Affiliates or any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information, representation or statement previously or subsequently published by or on behalf of the Company, including, without limitation, the Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information, representation or statement previously published by or on behalf of the Company or otherwise.  Each Placee further acknowledges, confirms, undertakes, represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Bookrunners or the Company or any of their respective Affiliates or any person acting on behalf of any of them and none of the Joint Bookrunners  or the Company or any of their respective Affiliates or any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Joint Bookrunners or any of their respective Affiliates or any person acting on behalf of any of them have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Announcement or the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

20.             that it has not relied on any information, representation or statement relating to the Company contained in any research report prepared by any of the Joint Bookrunners, any of their respective Affiliates or any person acting on behalf of any of them and understands that (i) none of the Joint Bookrunners or any of their respective Affiliates nor any person acting on behalf of any of them has or shall have any liability for any such information, representation or statement; (ii) none of the Joint Bookrunners or any of their respective Affiliates nor any person acting on behalf of any of them has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Joint Bookrunners or any of their respective Affiliates nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, representation or statement, whether at the date of publication, the date of this Announcement or otherwise;

21.             that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

22.             acknowledges that no action has been or will be taken by the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

23.          that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective Affiliates or any person acting on behalf of any of them acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

24.          that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (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) and will honour such obligations;

25.          that it has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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.  If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

26.          that it is acting as principal only in respect of the Placing or, if it is acting for any other person:  (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Bookrunners and the Company for the performance of all its obligations in respect of the Placing (regardless of the fact that it is acting for another person);

27.          if in a Member State of the EEA it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation or he/she is a Company Placing Participant;

28.          if in the United Kingdom, that it is a Qualified Investor:  (i) who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated 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 or (iv) he/she is a Company Placing Participant;

29.          that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States or any other Restricted Territory (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

30.          where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

31.          that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

32.          if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that 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 Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners and the Company has been given to the proposed offer or resale;

33.          that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

34.          that any offer of Placing Shares may only be directed at the Company Placing Participants or persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

35.          that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

36.          that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

37.          if it has received any "inside information" (as defined in MAR) about the Company in advance of announcement of the Placing, it has not:  (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the MAR, prior to the information being made publicly available, or taken any other action that is in breach of MAR;

38.          that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Bookrunners, any of their respective Affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

39.          that it (and any person acting on its behalf) has the funds available to pay for and will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees, subscribed for or sold as the Joint Bookrunners may in their absolute discretion determine (subject to the allocation policies agreed with the Company) and without liability to such Placee.  It will, however, remain liable for any shortfall and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

40.          that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

41.          that neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of them, is making any recommendation to it, or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunner and that the Joint Bookrunners do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Joint Bookrunners'  rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

42.          that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.  Neither the Joint Bookrunners nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Joint Bookrunners, the Company and their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of one or more of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

43.          that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Ireland and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Irish courts as regards any claim, dispute or matter arising out of or in connection with these terms and conditions and any such agreement and/or non-contractual obligations, 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 Joint Bookrunners or the Company 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;

44.          that each of the Joint Bookrunners, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings, confirmations and acknowledgements set forth herein and which are given to each of the Joint Bookrunners and the Company and are irrevocable and it irrevocably authorises each of the Joint Bookrunners and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

45.          that it will indemnify on an after-tax basis and hold each of the Joint Bookrunners, the Company and their respective Affiliates and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties,  agreements, undertakings, confirmations and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

46.          acknowledges that it irrevocably appoints any director of either of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it or its nominee to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

47.          that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or the Joint Bookrunners conduct of the Placing;

48.          that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing Shares, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the acquisition of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed investment decision, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk, and (vi) it will not look to the Company, the Joint Bookrunners, any of their respective Affiliates or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;

49.          acknowledges and agrees that none of the Joint Bookrunners or the Company or any of their respective Affiliates or any person acting on behalf of any of them owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

50.          understands and agrees that it may not rely on any investigation that the Joint Bookrunners or any of their Affiliates or any person acting on behalf of any of them may or may not have conducted with respect to the Company and its Affiliates or the Placing, and the Bookrunners, their respective Affiliates and any person acting on behalf of any of them have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares.  It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Bookrunners for the purposes of this Placing;

51.          acknowledges and agrees that it will not hold any of the Joint Bookrunners or any of their respective Affiliates or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Joint Bookrunners or any of their respective Affiliates or any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

52.          that in connection with the Placing, each of the Joint Bookrunners and any of their respective Affiliates may acquire a portion of the shares in the Company and in that capacity may retain, acquire or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing.  Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners and any of their respective Affiliates acting in such capacity.  In addition certain of the Joint Bookrunners or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Bookrunners or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares.  None of the Joint Bookrunners or any of their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

53.          that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. Each Placee further acknowledges and agrees that the Joint Bookrunners reserve the right to take up a portion of the securities in the Placing as a principal position at any stage at their sole discretion and will, inter alia, take account of the Company's objectives, MiFID II requirements and the allocation policy;

54.          that the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;

55.          that the Placing Shares are being offered and sold by or on behalf of the Company in "offshore transactions" (as defined in Regulation S under the Securities Act) and to certain QIBs in reliance upon Rule 144A or pursuant to another exemption from, or transaction not subject to, the registration requirements under the Securities Act.  It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be either:  (i) outside the United States and acquiring the Placing Shares in an offshore transaction as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB which has (where required by the relevant Bank) agreed to be bound to the terms of the Investor Representation Letter in the form provided to it by one of the Joint Bookrunners or its Affiliates; 

56.          that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of directed selling efforts (as defined in Regulation S); and

57.          that each of the Joint Bookrunners and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions and that each of the Joint Bookrunners and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on behalf of any of them) and are irrevocable.  Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Joint Bookrunners or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.  None of the Company or the Joint Bookrunners will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service.  Neither the Joint Bookrunners nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of Ireland.  Each 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 taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Joint Bookrunners, the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes.  Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any of the Joint Bookrunners or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.  Each Placee acknowledges and is aware that the Joint Bookrunners are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with a Bank 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 the FSMA and/or the Central Bank of Ireland.  The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bank's money in accordance with the client money rules and will be used by the Bank in the course of its own business; and the Placee will rank only as a general creditor of the Bank.

All times and dates in this Announcement may be subject to amendment by the Joint Bookrunner and the Company (in their absolute discretion).  The Joint Bookrunners will notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser being, (i) if you are resident in the United Kingdom a financial adviser who is authorised under the Financial Services and Markets Act 2000, as amended, (ii) in the case of persons resident in Ireland, an organisation or firm authorised or exempt under the Investment Intermediaries Act 1995 (as amended) of Ireland or an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended)) or (iii) another appropriately authorised professional adviser if you are resident in a territory outside of Ireland or the United Kingdom.

The rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

(a)           if he or she is an individual, his or her nationality; or

(b)           if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Unless the context requires otherwise, references in this Appendix to acquire (and related terms such as acquired, acquiring and acquisition) shall include to subscribe (and its related terms such as subscribed, subscribing and subscription).

Time is of the essence as regards each Placee's obligations under this Appendix.

 

 

Definitions

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

Admission	means the admission of the Placing Shares to: (i) the main listing segment of the Official List of Euronext Dublin and to trading on the Main Securities Market of Euronext Dublin becoming effective in accordance with the Irish Listing Rules and (ii) the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE becoming effective in accordance with, respectively, the UK Listing Rules and the Admission and Disclosure Standards of the LSE;
Affiliate	has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings;
Announcement	means this announcement (including its Appendix);
Berenberg	means Joh. Berenberg, Gossler & Co. KG, London Branch;
Board	means the board of Directors of the Company;
Bookbuild	means the bookbuilding process to be commenced by the Joint Bookrunners to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
Company Placing Participants	means the Directors and Company Secretary of Dalata and those members of the senior management team of Dalata who intend to participate in the Placing;
Closing Date	means the day on which the transactions effected in connection with the Placing will be settled;
Company	means Dalata Hotel Group plc;
CREST	means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;
Davy	means J&E Davy, a private company incorporated in Ireland with registered number 106680, having its registered office at Davy House, 49 Dawson Street, Dublin 2, Ireland;
Director(s)	means the director(s) of the Company;
DTRs	means the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of FSMA;
EEA	European Economic Area;
Euro or €	means the lawful currency of Ireland;
Euroclear	means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
Euronext Dublin	means The Irish Stock Exchange plc, trading as Euronext Dublin;
Exchange Information	has the meaning given to it in paragraph 3 under the heading "Representations and Warranties" in the  Appendix to this Announcement;
FCA or Financial Conduct Authority	means the UK Financial Conduct Authority;
FSMA	means the Financial Services and Markets Act 2000 (as amended);
Group	means the Company and its subsidiary undertakings;
Interim Results Announcement	means the interim results announcement released by the Company on the date of this Announcement.
Investor Representation Letter	has the meaning given to it in the Appendix to this Announcement;
Irish Listing Rules	means the listing rules of Euronext Dublin;
Joint Bookrunners	means Davy and Berenberg;
LSE or London Stock Exchange	means London Stock Exchange plc;
MAR or Market Abuse Regulations	means Regulation (EU) No. 596/2014;
Material Adverse Change	means any material adverse change in or affecting, or any development reasonably likely to involve a material adverse change in or affecting, the condition (financial, operational, legal or otherwise),  earnings, management, business affairs, solvency, credit rating or prospects of the Group (taken as a whole), whether or not arising in the ordinary course of business (and, in each case, whether or not foreseeable at the date of the Placing Agreement);
MiFID II	means EU Directive 2014/65/EU on markets in financial instruments;
MiFID Product Governance Requirements	has the meaning given to it under the heading "Information to Distributors" in this Announcement;
Ordinary Share	means an ordinary share of €0.01 in the capital of the Company;
Placee	means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
Placing	has the meaning given in paragraph 1 of this Announcement;
Placing Agreement	has the meaning given to it in the Appendix to this Announcement;
Placing Price	has the meaning given to it under the heading "Details of the Placing" in this Announcement
Placing Shares	has the meaning given in paragraph 1 of this Announcement;
Prospectus Regulation	means Regulation (EU) 2017/1129;
QIB	means qualified institutional buyer as defined in Rule 144A of the Securities Act;
Regulation S	means Regulation S promulgated under the Securities Act;
Regulatory Information Service	means an information service that is approved by the FCA and Euronext Dublin;
Restricted Territory	means the United States, Australia, Canada, Japan, New Zealand the Republic of South Africa and any jurisdiction in which publication or distribution of this Announcement and/or an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares (or the acceptance of any such offer) would be unlawful;
Securities Act	means the U.S. Securities Act of 1933, as amended;
subsidiary	has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking	has the meaning given to that term in the Companies Act 2006;
Target Market Assessment	has the meaning given to it under the heading "Information to Distributors" in this Announcement;
Terms and Conditions	means the terms and conditions of the Placing set out in the Appendix to this Announcement;
Terms of the Placing	has the meaning given to it in the Appendix  to this Announcement;
UK Listing Rules	means the rules and regulations made by the FCA under FSMA;
uncertificated or in uncertificated form	means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; and
United Kingdom or UK	means the United Kingdom of Great Britain and Northern Ireland.

Unless otherwise indicated in this Announcement, any references to "€" or "Euro" are to the lawful currency of the euro area of the European Union, any references to "£", "GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence'' are to the lawful currency of the UK and any references to "US$", "$" or "dollars" are to the lawful currency of the United States of America.