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Placing of Shares

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

18 November 2014

Informa PLC

Placing of New Ordinary Shares  

Informa PLC (“Informa” or the “Company”) announces today its intention to place up to 60,394,124 new ordinary shares in the Company (the “Placing Shares”), representing approximately 9.99 per cent of Informa’s existing issued ordinary share capital, with both existing and new institutional investors (the “Placing”).

The Placing is being conducted through an accelerated book build process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix. Barclays Bank PLC (“Barclays”) and Merrill Lynch International (“BofA Merrill Lynch” and together with Barclays, the “Joint Bookrunners”) are acting as joint bookrunners in connection with the Placing and joint corporate brokers.

Use of proceeds of the Placing

The Placing will raise approximately £275 million and the net proceeds will be used to pay down existing debt facilities, effectively funding in full the acquisition of Hanley Wood Exhibitions (“HWE”) for £237 million ($375 million), as announced separately today (the “Acquisition”). Following the Acquisition and the proposed Placing, the Company’s pro-forma net debt to EBITDA ratio at December 2014 is expected to be at the lower end of its stated target range of 2.0x to 2.5x.

As part of the 2014-2017 Growth Acceleration Plan, Informa is committed to a targeted, disciplined and proactive acquisition strategy. Today’s Placing will provide Informa with the financial flexibility to continue with this strategy in the future. The net proceeds raised will broadly equate to 80% of the total investment made in Exhibitions businesses in the strategically important Americas region during 2014, including today’s announced Acquisition.

The Placing is not conditional upon completion of the Acquisition. In the event that the Acquisition does not complete, the Company will retain the net proceeds of the Placing.

Financial Position

The Company has a strong financial position, which the Board believes is necessary to ensure that the Company has the ability to continue with its stated strategy. As at 30 June 2014, gross debt was £822.4 million and the cash balance was £27.6 million, resulting in net debt of £794.8m. Since this date, and as announced on 6 November 2014, the Company successfully refinanced its loan facilities, increasing its revolving credit facility to £900 million.

Details of the Placing

Under the terms of the Placing, Informa intends to place up to 60,394,124 new ordinary shares of 0.1 pence each in the capital of the Company, representing approximately 9.99 per cent of the existing issued ordinary share capital of the Company, with both existing and new institutional investors. Members of the public are not entitled to participate in the Placing. The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the “Announcement”).

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") to be carried out by the Joint Bookrunners. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocation are 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. The price per ordinary share at which such Placing Shares are to be placed and the number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and will then be announced on a Regulatory Information Service (the "Pricing Announcement").

Application will be made for admission of the Placing Shares to the premium listing segment of the Official List (the “Official List”) of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange plc's main market for listed securities (together, the "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or around 8.00 a.m. (London time) on 20 November 2014, and dealing in the Placing Shares is expected to commence at that time.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 0.1 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid after the date of issue. The Placing will be effected by way of a cash box structure and will be made on a non-pre-emptive basis.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners becoming unconditional and not being terminated in accordance with its terms.

The Appendix sets out further information relating to the Bookbuild process and the terms and conditions of the Placing. Expressions used in this Announcement shall have the meanings set out in the Definitions section of the Appendix. 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 an offer on the terms and conditions and providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. This Announcement should be read in its entirety.

Enquiries

Informa PLC

 

Stephen A. Carter, Group Chief Executive

+44 (0) 20 7017 5771+44 (0) 20 7017 5771 

Gareth Wright, Group Finance Director

+44 (0) 20 7017 7096+44 (0) 20 7017 7096 

Richard Menzies-Gow, Director of Investor Relations

+44 (0) 20 3377 3445+44 (0) 20 3377 3445 

 

 

Barclays Bank PLC

 

Jim Renwick

Matthew Smith

Tom Boardman

 

+44 (0) 20 7623 2323+44 (0) 20 7623 2323 

BofA Merrill Lynch

 

Ed Peel

George Close-Brooks

Daniel Burton-Morgan

 

+44 (0) 20 7628 1000+44 (0) 20 7628 1000 

StockWell Communications

 

Tim Burt

+44 (0) 20 7240 2486+44 (0) 20 7240 2486 

Notes to editors

About Informa PLC

Informa operates at the heart of the Knowledge and Information Economy. It is one of the world’s leading business intelligence, knowledge, and events businesses, with more than 6,000 employees in over 100 offices across 25 countries. To learn more, visit www.informa.com.

About Hanley Wood

Hanley Wood is a premier information, media, event, and strategic marketing services company serving the residential, commercial design and construction industries. Utilizing the largest editorial- and analytics-driven construction market database, the company produces powerful market data and insights; award-winning publications, newsletters and websites; marquee trade shows and executive events; and strategic marketing solutions. To learn more, visit www.hanleywood.com.

IMPORTANT NOTICE

This Announcement is being issued by and is the sole responsibility of the Company. This Announcement, including the Appendix and the information contained herein, is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the “United States”), Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful unless permitted pursuant to an exemption under the relevant local law or regulation. This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, subscribe, sell or issue or the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and to observe, such restrictions. 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 Directive) to be published.  Persons needing advice should consult an independent financial adviser.

Subject to certain exceptions, the Placing Shares may not be offered or sold in Canada, Australia, Japan or South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan or South Africa. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.  No public offering of the shares referred to in this announcement is being made in the United States, the United Kingdom or elsewhere.

The distribution of this Announcement and the Placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law.  No action has been taken 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.

Barclays and BofA Merrill Lynch, which are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority, are acting as joint bookrunners for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, 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 the Joint Bookrunners nor any of their respective Affiliates for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either Joint Bookrunner or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility therefor is expressly disclaimed. The Joint Bookrunners and each of their respective Affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either Joint Bookrunner or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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 ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”)); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (‘HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given (“Placees”) will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that it: (i) is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or (ii) (a) is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), and (b) subscribing for the Placing Shares pursuant to an exemption from the registration requirements under the Securities Act and (c) acknowledges that the Placing Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan” “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts and reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Joint Bookrunners assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. 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 the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), 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 a criminal offence in the United States.

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

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

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning the Placing.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

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

Details of the Placing

Barclays and BofA Merrill Lynch (together, the "Joint Bookrunners") have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, each of the Joint Bookrunners, each as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at a price determined following completion of an accelerated book build process in respect of the Placing (the "Bookbuild"), described in this Announcement and set out in the Placing Agreement and, subject to agreement with the Company as to the number and price of the Placing Shares to be placed with the Placees, and to the extent that such Placees fail to pay for all the Placing Shares, to subscribe for those Placing Shares for which the Company has not received payment at the agreed price.

The Company has appointed each of Barclays and BofA Merrill Lynch as underwriters for the purposes of underwriting the settlement of the Placing at such price, to the extent such a price is agreed and set out in an executed version of the terms of the Placing (the "Placing Terms") and each of Barclays and BofA Merrill Lynch has accepted such appointment in connection with the Placing relying on the representations and warranties and subject to the terms and conditions set out in the Placing Agreement.

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

 

The Placing Shares will be issued free of any pre-emption rights, encumbrances, liens or other security interests.

 

As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 90 days after Admission without the prior consent of the Joint Bookrunners. The Placing Agreement is subject to customary exceptions and waivers and does not prevent the Company from granting or satisfying exercises of options and/or vesting of awards granted pursuant to the terms of existing employee share schemes of the Company as disclosed in publicly available information.

 

Application for listing and admission to trading

 

Application will be made to the FCA as the competent authority for listing for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA and to the London Stock Exchange plc (the "London Stock Exchange") 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 or around 8.00 a.m. on 20 November 2014 and that dealings in the Placing Shares will commence at that time.

 

Bookbuild

 

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No fees or commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

 

Participation in, and principal terms of, the Placing

 

  1. Barclays and BofA Merrill Lynch are acting as joint bookrunners and as agents of the Company in connection with the Placing.

 

  1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective Affiliates are each entitled to enter bids in the Bookbuild as principal.

 

  1. The Bookbuild will establish a single price payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). 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 Listing Rules of the FCA published pursuant to Part IV of FSMA. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

 

  1. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales or equity capital markets contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. Each of the Joint Bookrunners reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the relevant Joint Bookrunner's absolute discretion. Each of the Joint Bookrunners is arranging the Placing severally and not jointly or jointly and severally, as agent of the Company.

 

  1. The timing of the closing of the book, pricing and allocation are at the discretion of the Joint Bookrunners and the Company.  The Joint Bookrunners may, in their absolute discretion, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce the amount to be raised pursuant to the Placing, in its absolute discretion.

 

  1. Each prospective Placee's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed orally by one of the Joint Bookrunners as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it at the Placing Price on these Terms and Conditions and in accordance with the Company's memorandum and articles of association.

 

  1. Each prospective Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by one of the Joint Bookrunners. These Terms and Conditions will be deemed to be incorporated in that trade confirmation.

 

  1. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as an agent of the Company), to pay to the relevant Joint Bookrunner (or as it may direct) in cleared funds at the time set out in paragraph 12, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the Company and to the relevant Joint Bookrunner. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the relevant Joint Bookrunner of such amount.

 

  1. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, 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 Joint Bookrunners.

 

  1. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted.

 

  1. Except as required by law or regulation, no press release or other announcement will be made by 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.

 

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

 

  1. 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".

 

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

 

  1. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest 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 and their respective Affiliates may determine.

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, amongst other things:

 

  1. agreement being reached between the Company and each of the Joint Bookrunners on the Placing Price and the number of Placing Shares, and the publication by the Company of a pricing announcement;

 

  1. the representations and warranties contained in the Placing Agreement being true and accurate on and as of the date of the Placing Agreement, at the time of release of the pricing announcement and on Admission;

 

  1. the Company complying with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission and the Joint Bookrunners receiving a certificate from the Company confirming such is the case;

 

  1. the Company allotting, subject to Admission, the Placing Shares in accordance with the Placing Agreement; and

 

  1. Admission taking place by 8.00 a.m. (London time) on 20 November 2014 (or such later date as the Company and the Joint Bookrunners may otherwise agree).

 

 

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares, including those described above, are not fulfilled or, where permitted, waived by each of the Joint Bookrunners, by the respective time or date where specified (or such later time and/or date as the Company and the Joint Bookrunners may agree), or (ii) any such conditions become incapable of being satisfied or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

The Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, extend the time for the 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 condition in the Placing Agreement relating to Admission taking place 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, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and / or the date for the satisfaction of any condition to the Placing nor for any decision made 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 are entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

 

  1. a material adverse change in, or any development involving a prospective material adverse change in or affecting the condition, financial, operational, legal or otherwise, or in the earnings, management, business affairs, business prospects or financial prospects of the Company or the Group, whether or not arising in the ordinary course of business since the date of the Placing Agreement; or

 

  1. there has been a breach of any of the warranties and representations contained in the Placing Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement; or

 

  1. it shall come to the notice of either Joint Bookrunner that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), or any of them, is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents, or a material omission from or misleading inaccuracy in the Publicly Available Information, or any of them, and which either Joint Bookrunner considers to be material in the context of the Company, the Placing, the underwriting of the Placing Shares, Admission or any of the transactions contemplated by the Placing Agreement the after-market for the Placing Shares, the Subscription and Transfer Agreement or the Option Agreement; or

 

  1. there has occurred any change in the financial markets in the United States, the United Kingdom, any member state of the European Union or in the international financial markets, any outbreak or escalation of hostilities, act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the judgement of either Joint Bookrunner, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or

 

  1. trading in any shares in the Company has been suspended or limited by the London Stock Exchange, or if trading generally on, amongst others, the London Stock Exchange or the New York Stock Exchange has been suspended or limited, or there are certain other disruptions, limitations or suspensions in respect of the operations of certain stock exchanges or a banking moratorium is declared by certain authorities.

 

 

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. Further, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

 

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 and that they need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

 

No prospectus

 

No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange and no such offering document or prospectus is required (in accordance with the Prospectus Directive) to be published 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 (including this Appendix) released by the Company today, and any Exchange Information (as defined below) previously published by the Company and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees.

 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or either of the Joint Bookrunners or their respective Affiliates (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below) or any other person and none of the Joint Bookrunners, their Affiliates, any persons acting on their behalf or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and settlement

 

Settlement of transactions in the Placing Shares (ISIN GB00BMJ6DW54) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and containing settlement instructions. Such trade confirmation will be despatched as soon as possible after each Placee’s allocation is confirmed.

 

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 Joint Bookrunner.

 

The Company will deliver the Placing Shares to a CREST account operated by BofA Merrill Lynch as agent for the Company and BofA Merrill Lynch will enter its delivery (DEL) instruction into the CREST system. BofA Merrill Lynch will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

 

It is expected that settlement will be on 20 November 2014 on a T + 2 basis in accordance with the instructions set out in the trade confirmation.

 

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 relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company nor any of their Affiliates shall be responsible for the payment thereof. Placees shall not be entitled to receive any fee or commission in connection with the Placing.

 

Representations and warranties

 

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

 

  1. represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, indemnities, agreements and undertakings and other information contained herein, and that is 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 Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and any other publicly available information, and undertakes not to redistribute or duplicate this Announcement;

 

  1. acknowledges and agrees that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

 

  1. acknowledges that the Ordinary Shares are listed on the premium listing segment of the Official List of the FCA and admitted to trading on the main market of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Group'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 is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

  1. acknowledges that none of the Joint Bookrunners or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and none of the foregoing will provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such material or information;

 

  1. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into such jurisdictions;

 

  1. confirms that, subject to certain exceptions under applicable securities laws, (i) it is not within the United States (unless it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act ("QIB") and has delivered a US investor letter in a form received from one of the Joint Bookrunners), Australia, Canada, Japan or South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; and (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction, subject to certain exceptions under applicable securities laws, in which it would be unlawful;

 

  1. represents and warrants that, if a resident of South Africa, it has sought independent advice regarding any permissions that may be required of the Exchange Control Division of the South African Reserve Bank with regard to the subscription for Placing Shares by it and acknowledges that, to the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act;

 

  1. represents and warrants that, if resident in Australia it is a professional investor for the purposes of section 708(11) of the Corporations Act 2001 (Cth) of Australia, or the minimum amount to be paid by it for the Placing Shares to be subscribed for by it will be not less than AUD500,000;

 

  1. represents and warrants that, if resident in Australia it is not acquiring the Placing Shares for the purpose of resale, transfer or the granting, issuing or transferring of interests in, or options over them and will not offer any Placing Shares for resale in Australia within 12 months of any such Placing Shares being issued to it unless the resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act 2001 (Cth) of Australia;

 

  1. acknowledges that the Placing Shares have not been and will not be qualified by a prospectus under Canadian securities laws and if it is resident in Canada, it is resident in Ontario or Quebec and is an "accredited investor" and a "permitted client" pursuant to Canadian securities laws; it is entitled to purchase the Placing Shares in the Placing pursuant to the terms of the Placing in accordance with all applicable Canadian laws (including the securities laws of all relevant provinces); where required by law, it is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable securities laws of the province in which it is resident, for its own account and not as agent for the benefit of another person; it is not a person created or used solely to purchase or hold securities as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45 106; it acknowledges that any Placing Shares subscribed for are restricted securities in Canada and any resale of the Placing Shares must be made in accordance with applicable Canadian securities laws; it further acknowledges that the Company may disclose certain personal information pertaining to it to the relevant Canadian securities regulatory authorities and this information may become public under Canadian law and it consents to such disclosure; if resident in Quebec, it confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Placing Shares described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only;

 

  1. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Bookrunners, their Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has 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 Affiliates and neither the Joint Bookrunners nor the Company nor any of their Affiliates 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;

 

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

 

  1. represents and warrants that it has neither received nor relied on any inside information concerning the Company in accepting the invitation to participate in the Placing;

 

  1. acknowledges that none of the Joint Bookrunners, any of their Affiliates or any person acting on their behalf has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

  1. represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary and clearance services) 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 system;

 

  1. 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;

 

  1. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

  1. represents and warrants 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 the acknowledgements, representations, warranties, undertakings and agreements herein on behalf of each such person, (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" ("Qualified Investor") as defined in the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;

 

  1. represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;

 

  1. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), it represents and warrants that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

 

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

 

  1. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors 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;

 

  1. acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission 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 European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

 

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

 

  1. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

  1. represents and warrants that it is a person falling within Article 19(1), Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated;

 

  1. represents and warrants that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to subscribe for and purchase 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 Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with all applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

 

  1. undertakes that it and any person acting on its behalf 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 or sold as the Joint Bookrunners may in their absolute discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;

 

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

 

  1. acknowledges that none of the Joint Bookrunners or any of their Affiliates, nor any person acting on their behalf, is making any recommendations to it or advising it regarding the suitability or merits of any transactions 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 of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to any Placee for providing the protections afforded to their clients 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;

 

  1. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be; (ii) neither the Joint Bookrunners nor the Company will be responsible and it shall indemnify the Joint Bookrunners and/or the Company on an after-tax basis for any liability to stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement and (iii) each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of BofA Merrill Lynch who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

 

  1. acknowledges 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 England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either of the Joint Bookrunners 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;

 

  1. acknowledges that each of the Joint Bookrunners and the Company and their respective Affiliates will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Joint Bookrunners 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;

 

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

 

  1. acknowledges that it irrevocably appoints any director 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 to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

 

  1. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

 

  1. in making any decision to subscribe for the Placing Shares, confirms that: (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (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; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) it will not look to the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it may suffer;

 

  1. acknowledges and agrees that each of the Joint Bookrunners do not owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

 

  1. understands and agrees that it may not rely on any investigation that either of the Joint Bookrunners, their Affiliates or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and neither the Joint Bookrunners nor any of their Affiliates nor any person acting on their behalf has made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase 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 a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Bookrunners or any of their Affiliates or any person acting on their behalf for the purposes of this Placing;

 

  1. acknowledges and agrees that it will not hold either of the Joint Bookrunners or any of their Affiliates or any person acting on their behalf 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, their Affiliates or any person acting on their behalf, 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;

 

  1. acknowledges that in connection with the Placing, each of the Joint Bookrunners and any of their Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase 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 each of the Joint Bookrunners or 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 and swaps with investors in connection with which each of the Joint Bookrunners and any of their Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Joint Bookrunners nor any of their Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;

 

  1. if in South Africa, it will directly subscribe for the Placing Shares and the amount payable by it will be more than ZAR100,000 (approximately £5,700) and warrants and represents that it is (a) a bank registered or provisionally registered in terms of the Banks Act 1990 (Act No 94 of 1990) or (b) a mutual bank registered or provisionally registered in terms of the Mutual Banks Act 1993 (Act No 124 of 1993) or (c) a short term insurer as defined in the Short term Insurance Act 1998 (Act No 53 of 1998) and in each case is acting as principal and the wholly owned subsidiaries of such entities will also fall within the exemption when they act as agent in the capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act 1956 (Act No 24 of 1956), or as manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act 2002 (Act No 45 of 2002);

 

  1. acknowledges that (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in transactions not requiring registration under the Securities Act;

 

  1. represents and warrants that unless it is a "QIB" in the United States that has delivered a US investor letter in a form received from one of the Joint Bookrunners to which the Placing Shares will be offered on a private placement basis, (a) it is, and at the time the Placing Shares are acquired, it will be, outside the United States and is not acquiring the Placing Shares for the account or benefit of any person located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that it has investment discretion over such account, (b) it is acquiring the Placing Shares in an "offshore transaction" (as defined in Regulation S) and (c) it will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; and

 

  1. represents and warrants that it is not taking and will not take up any Placing Shares as a result of any "directed selling efforts" as that term is defined in Regulation S under the Securities Act.

 

Additional representations and warranties from US Persons

 

In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is in the United States subscribing for Placing Shares, acknowledge, represent, warrant, undertake, confirm and/or agree (as the case may be) as follows:

 

  1. In making any decision to purchase the Placing Shares, it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of purchasing the Placing Shares.  It is experienced in investing in securities of this nature, are familiar with the markets in which the Company operates, and it is aware that it may be required to bear, and are able to bear, the economic risk of, and are able to sustain a complete loss in connection with, the Placing and will not look to the Joint Bookrunners or any of their respective affiliates for all or part of any loss it may suffer.  It has relied upon its own examination and analysis of the Company and its Associates (the “Group”) taken as a whole, including the markets in which the Group operates (both currently and following the Acquisition (as defined in the Announcement)), and the terms of the Placing, including the merits and risks involved;

 

  1. It: (a) has made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) acknowledges that the Placing Shares are of the same class as shares admitted to listing on the London Stock Exchange (the “Exchange”) and that the Company is, therefore, required to publish certain business and financial information in accordance with the rules and practices of the Exchange and the laws of England and Wales and it has had access to review such information and other publicly available information concerning the Group (including information on its website and its press releases and announcements) that it considers necessary or appropriate and sufficient in making an investment decision, (c) has reviewed such information as it believes is necessary or appropriate and sufficient in connection with its subscription or purchase of the Placing Shares; and (d) has made its investment decision based solely upon its own judgement, review and analysis and not upon any view expressed or information provided by or on behalf of the Joint Bookrummers;

 

  1. (a) No disclosure or offering document, listing particulars or prospectus has been or will be prepared in connection with the Placing and it acknowledges that it has not received any such prospectus or other disclosure or offering document; and (b) the Placing Shares are only being offered into the United States on a limited basis to a select group of experienced and sophisticated institutional QIBs (as defined below) that has delivered a US investor letter in a form received from one of the Joint Bookrunners acknowledging and accepting the increased potential risks inherent in investing in such an accelerated placing, due to the speed to market and no disclosure or offering document having been prepared for the transaction.

 

  1. It has not relied and will not rely on any investigation that the Joint Bookrunners or any of their Associates may or may not have conducted with respect to the Company, the Group, or the Placing and neither of the Joint Bookrunners nor any of their Associates have made any representation or warranty to it, express or implied, with respect to the accuracy, adequacy or completeness of publicly available information relating to the Group or the Company, or any information in this Announcement, the other Company announcements, and any other information made available to it in verbal or written form during pre-sounding meetings (if any), at the time of sale or on the closing date of the Placing or at any other time, concerning the Company and/or the Group, the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company or the Group (defined altogether as the “Information”), and nothing therein shall be construed as a recommendation to it by either of the Joint Bookrunners or any of their Associates to purchase the Placing Shares.  It acknowledges and understands that this Announcement and any other announcements relating to the Placing have been prepared by the Company and remain the exclusive responsibility of the Company and no such announcements nor any of the other Information has been prepared by the Joint Bookrunners or any of their Associates for the purposes of the Placing and neither of the Joint Bookrunners nor any of their Associates accept or have any responsibility or liability for any of such Information or makes any representation or warranty, expressed or implied, as to the truth, accuracy or completeness of the Information, whether at the date of this letter or otherwise.

 

  1. Neither of the Joint Bookrunners nor any of their Associates have ultimate authority over any of such Information, including without limitation any control over its content or whether or how it was or is communicated and it will not hold or seek to hold either of the Joint Bookrunners or any of their Associates responsible or liable for any misstatements in or omission from any of the Information.

 

  1. With respect to any Placing Shares offered to or purchased by it in the United States or for and on behalf of persons in the United States, it understands and agrees: (1) that it is a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A, acquiring such Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has full power and authority to make, and do make, the representations, warranties and agreements herein; (2) that the Placing Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any State or other jurisdiction of the United States and that it is aware, and each beneficial owner of such Placing Shares has been advised, that the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States; (3) that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S, (b) in the United States to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of one or more QIBs to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, in a transaction meeting the requirements of Rule 144A, (c) pursuant to Rule 144 under the Securities Act (if available), (d) to the Company, (e) pursuant to an effective registration statement under the Securities Act, or (f) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable securities laws of any State or other jurisdiction of the United States; (4) that the Placing Shares are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act; (5) to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares, otherwise than in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, of the foregoing restrictions on transfer; (6) that for so long as the Placing Shares are “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other shares of the Company that it holds that are not restricted securities, shall not deposit such Placing Shares in any unrestricted depositary receipt facility established or maintained by a depositary bank in respect of ordinary shares of the Company and will only transfer such Placing Shares in accordance with this paragraph; (7) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make and do make the acknowledgements, representations, warranties, undertakings, confirmations and agreements herein on behalf of each such account; (8) it is acquiring such Placing Shares for its own account (or the account of one or more QIBs as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares; and (9) that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares. It understands that the registrar and transfer agent for the Placing Shares will not be required to accept for registration of transfer any such Placing Shares by it except upon presentation of evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with.

 

  1. It is not purchasing the Placing Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

 

  1. No action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of any of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares.

 

  1. It is entitled to purchase the Placing Shares under the laws of the relevant jurisdictions which applies to it. Its purchase of the Placing Shares will be in compliance with such applicable laws and regulations.

 

  1. The Joint Bookrunners, the Company and each of their respective Associates will rely upon the truth and accuracy of the acknowledgements, representations, warranties, undertakings, confirmations and agreements set forth in this Announcement and in the US investor letter. It agrees to notify the Joint Bookrunners and the Company promptly in writing if any of its representations, warranties, acknowledgements or agreements herein or therein ceases to be accurate and complete.  It irrevocably authorise the Joint Bookrunners, the Company and their respective Associates to produce the US investor letter or a copy thereof, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding, dispute or official inquiry with respect to the matters set forth herein.

 

  1. It understands that if any Placing Shares are delivered to it in certificated form, the certificate to be delivered in respect of the Placing Shares, and all certificates issued in exchange therefor or in substitution therefor, will bear a legend substantially in the form below:

 

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (D) PURSUANT TO RULE 144, IF AVAILABLE; OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."

 

 

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

 

The agreement to settle a Placee's allocation (and/or the allocation of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor any of the Joint Bookrunners nor any of their Affiliates shall be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify each of the Joint Bookrunners accordingly.

 

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other similar impost, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

 

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

 

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

 

All times and dates in this Announcement may be subject to amendment. The relevant Joint Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

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

 

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 is an individual, his nationality; or

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

 

DEFINITIONS

 

In this Announcement:

 

"Admission" means the admission of the Placing Shares to listing on the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange;

 

"Affiliate" has the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act or Rule 405 under the Securities Act, as applicable;

 

"Announcement" means this Announcement (including the Appendix to this Announcement);

 

"Associate" means in relation to a person, each of its affiliates, controlling entities, subsidiaries, holding companies, subsidiaries of holding companies, branches and associates (as defined by applicable laws and regulations);

 

"AUD" means Australian Dollars, the lawful currency of Australia;  

 

"Barclays" means Barclays Bank PLC;

 

"BofA Merrill Lynch" means Merrill Lynch International;

 

"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" means Informa PLC;

 

"CREST" means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland Limited is the operator);

 

"FCA" means the Financial Conduct Authority;

 

"FSMA" means the Financial Services and Markets Act 2000 as amended;

 

"Group" means the Company and its subsidiary undertakings;

 

"London Stock Exchange" means the London Stock Exchange plc;

 

"Ordinary Share" means an ordinary share of 0.1 pence each in the capital of the Company;

 

"Official List" means the Official List of the FCA;

 

"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;

 

"Placing" means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, with institutional investors;

 

"Placing Agreement" means the placing agreement dated 18 November 2014 between the Company and the Joint Bookrunners in respect of the Placing;

 

"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;

 

"Placing Shares" means up to 60,394,124 Ordinary Shares to be issued pursuant to the Placing, the number of which is to be determined at the close of the Bookbuild;

 

"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended (which includes any relevant implementing measure in each member state of the European Economic Area and amendments thereto, including the Directive of the European Parliament and of the Council of the European Union 2010/73/EU to the extent implemented in each member state of the European Economic Area);

 

"Regulation S" means Regulation S promulgated under the Securities Act;

 

"Regulatory Information Service" means an information service that is approved by the FCA and on the FCA's list of Registered Information Services;

 

"Rule 144A" means Rule 144A under the Securities Act;

 

"Securities Act" means the US Securities Act of 1933, as amended;

 

"South African Companies Act" means the Companies Act No. 61 of 1973 of South Africa, as amended;

 

"Terms and Conditions" means the terms and conditions of the Placing set out in the Appendix to this Announcement;

 

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

 

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

 

"ZAR" means the South African Rand, the lawful currency of South Africa;

 

"£" means the lawful currency of the United Kingdom; and

 

"$" means the lawful currency of the United States.