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Shore Capital acted as Nomad, Global Co-ordinator & Bookrunner raising €175m for Applegreen RNS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (“RESTRICTED JURISDICTIONS”). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

Applegreen plc

(“Applegreen” or the “Company” or, together with its subsidiaries, the “Group”)

Placing Raising €175 million (c. £156m)

Publication of Admission Document in relation to the Acquisition of a Majority Interest in Welcome Break

Resumption in Trading on AIM and ESM from 8.00 a.m. Today

Extraordinary General Meeting to be held on 24 October 2018

 

Applegreen, a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the United States, is pleased to announce that, further to the Company’s announcement on 2 August 2018 (the “Transaction Announcement”), in relation to the proposed acquisition of a majority stake in Welcome Break (the “Transaction”), it expects to post to shareholders later today an AIM and ESM Admission Document (the “Admission Document”) and EGM Notice. The Admission Document, which, amongst other things, contains further information on Welcome Break and the Transaction, is currently available on the Company’s website at www.applegreenstores.com. As a result of the Company publishing the Admission Document, the Company’s Ordinary Shares are expected to resume trading on AIM and ESM with effect from 8.00 a.m. today.

In addition, further to Company’s intention to raise a minimum of €100 million to part fund the consideration for the Acquisition of Welcome Break as set out in the Transaction Announcement, the Company is pleased to announce that it has conditionally raised €175 million (c.£156 million) before expenses through the proposed issue of 28,782,895 New Ordinary Shares (the “Placing Shares”) at the Placing Price of €6.08 (543 pence) per Placing Share. Goodbody Stockbrokers and Shore Capital (the “Joint Bookrunners”) are acting as joint bookrunners to the Placing. Dealings in the Placing Shares on AIM and ESM are expected to commence on 25 October 2018. The Placing Price is at the suspension price of the Company’s Ordinary Shares on ESM on the date of the Acquisition Announcement.

The Placing was significantly oversubscribed and is fully underwritten by the Joint Bookrunners. Further detail on the Placing is set out below.

Placing Statistics

  

Placing Price per Placing Share

€6.08 (543 pence)(1)

Number of Ordinary Shares in issue immediately prior to the Placing

 91,713,158

Number of New Ordinary Shares being offered pursuant to the Placing

 28,782,895

Number of Ordinary Shares in issue immediately following Admission

120,496,053

New Ordinary Shares as a percentage of the Enlarged Share Capital

c.23.9 per cent.

Estimated gross proceeds of the Placing for the Company

€175 million (c.£156 million)(1)

Market capitalisation of the Company at the Placing Price following

€732.6 million (£654.1 million)(1)

Admission(2)

  

AIM/ESM ticker

 APGN

International Securities Identification Number (ISIN)

IE00BXC8D038

Stock Exchange Daily Office List for ESM (SEDOL)

 BXC8D03

Stock Exchange Daily Official List for AIM (SEDOL)

 BYZG2B5

Legal Entity Identifier

 635400C4XYHVIFHDZH17

FISN Number

APPLEGRN/SHS VTG FPD EUR0.01

CFI Code

ESVUFR

(1) For reference purposes only, the following exchange rates were prevailing as at the Latest Practicable Date: £1.00: € 1.12.

(2) Based on the Enlarged Share Capital and the Placing Price per New Ordinary Share.

 

The Transaction and Placing are conditional upon, amongst other things, the approval of Shareholders. Accordingly, Applegreen is convening an extraordinary general meeting, to be held at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04 P3C3, Ireland at 10 a.m. on 24 October 2018. The EGM Notice is set out at the end of the Admission Document which is expected to be sent to Shareholders later today.

Further detail on the Placing, EGM and Timetable of Events is set out below in this announcement. The Appendix to this announcement contains the detailed terms and conditions of the Placing and forms part of this announcement.

 

Commenting on the Placing, Bob Etchingham, CEO of Applegreen said:

“We are delighted with the very strong support and encouragement received from existing shareholders and from new investors for the Welcome Break transaction and related Placing. This acquisition is transformational for our company in the strategically important UK market and we look forward to completion at the end of October. Building a wide and high quality investor base in parallel with expanding our business across chosen markets are core objectives and this transaction and associated equity raise significantly advances that strategy”

 

For further information, please contact:

Applegreen

Bob Etchingham, CEO +353 (0) 1 512 4800

Niall Dolan, CFO

 

Goodbody (Financial Adviser, ESM Adviser, Joint Global Coordinator, Joint Bookrunner and Joint Broker) +353 (0) 1 667 0420

Joe Gill

Siobhan Wall

Richard Tunney

 

Shore Capital (Nominated Adviser, Joint Global Coordinator, Joint Bookrunner and Joint Broker) +44 (0) 20 7408 4090

Malachy McEntyre

Stephane Auton

Patrick Castle

 

Drury Porter Novelli (Irish Financial PR Adviser) +353 (0) 1 260 5000

Paddy Hughes

 

Powerscourt (UK Financial PR Adviser) +44 (0) 207 250 1446

Nick Dibden

Lisa Kavanagh

 

Person Responsible

The person responsible for making this announcement on behalf of the Company is Niall Dolan.

All defined terms used in this announcement not otherwise defined have the meanings set out in Admission Document.

 

The Placing

Applegreen has conditionally raised gross proceeds of €175 million through the Placing, the net proceeds of which will be used to fund a significant portion of the Acquisition purchase price and associated expenses. The Board, taking into account, amongst other things, the very strong institutional demand for the Placing, the size of the fundraising relative to the current market capitalisation of Applegreen, the Group’s capital structure and its potential to grow earnings per share, and its desire to maintain an appropriate level of leverage relative to the cash generation capabilities of the Enlarged Group, believes this to be the most appropriate quantum of equity funds to raise.

The Placing comprises the proposed placing by the Joint Bookrunners, as agents for the Company, of 28,782,895 New Ordinary Shares with institutional and other investors at the Placing Price on the terms and subject to the conditions set out in the Appendix to this announcement. The Placing Price is at the suspension price of the Company’s Ordinary Shares on ESM on the date of the Acquisition Announcement.

At the time of Transaction Announcement, B&J Holdings Limited (which is an entity controlled by Bob Etchingham and Joe Barrett (being the Chief Executive Officer and Chief Operating Officer of the Company respectively)), currently a holder of approximately 52.49 per cent. of the Existing Ordinary Shares, gave an irrevocable and unconditional commitment to the Company and Goodbody and Shore Capital to subscribe for up to €30 million in the Placing. It was also agreed that, if appropriate, this commitment could be scaled back at the sole discretion of the Joint Bookrunners. Taking into account the fact that the Placing was significantly oversubscribed and feedback received from investors and having considered what is in the best interests of the Placing and the Company following Admission, the Joint Bookrunners have determined that B&J Holdings Limited’s commitment should be scaled back so that it receives 1,644,737 New Ordinary Shares which at the Placing Price amounts to €10 million. In addition, Danny Kitchen, Brian Geraghty Howard Millar and Martin Southgate, all directors of the Company, have subscribed for 66,710 New Ordinary Shares in the Placing respectively.

The Placing is conditional, inter alia, on:

  • the approval of Shareholders at the EGM;
  • the Underwriting Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission; and
  • Admission occurring by no later than 8.00 a.m. on 25 October 2018 (or such later date as the Joint Bookrunners and the Company may agree, being no later than 31 December 2018).

The New Ordinary Shares will be issued fully paid and will, on issue, rank pari passu with the all other issued Ordinary Shares, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of Admission.

The Placing is not conditional on the Transaction completing and therefore there is a risk, albeit the Directors consider it highly unlikely, that the Placing will complete and the Transaction does not complete. The Directors believe that if Admission occurs and therefore the Placing completes, then it is very unlikely that the Transaction will not complete. Consequently, given the nature of the risk, the Directors have not considered it necessary to consider alternative uses for the proceeds from the Placing if the Transaction does not complete apart from that the Company would use them in a way which is in the best interests of the Shareholders as a whole.

 

Extraordinary General Meeting of the Company

The Transaction and Placing are conditional upon the approval of Shareholders. Accordingly, Applegreen is convening the EGM, to be held at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04 P3C3, Ireland at 10 a.m. on 24 October 2018. The EGM Notice is set out at the end of the Admission Document which is expected to be sent to Shareholders later today. The purpose of the EGM is to consider and, if thought fit, pass the resolutions, in each case as set out in full in the EGM Notice.

Resolution 1 will ask Shareholders to approve both the NIBC Transaction and the AIP Transaction in a single ordinary resolution because the NIBC Transaction is not conditional on the completion of the AIP Transaction while the AIP Transaction will not complete without completion of the NIBC Transaction.

Resolution 2 will be proposed as a special resolution and seeks to disapply statutory pre-emption rights in connection with the Placing.

 

Irrevocable Undertakings

B&J Holdings Limited has given irrevocable undertakings (and Bob Etchingham and Joe Barrett have undertaken to procure the fulfilment of these undertakings by B&J Holdings Limited) to: (a) Goodbody, Shore Capital and the Company, to subscribe for €30 million worth of New Ordinary Shares as part of the Placing at the Placing Price (which may be scaled back at the sole discretion of the Joint Bookrunners); and (b) the Company to, amongst other things, vote in favour of the resolutions to be put to the Shareholders at the EGM and to vote against any other resolution or proposal (unless approved by the chairman of the Company) to adjourn the EGM or amend the resolutions to be put to the Shareholders at the EGM, in respect of its entire shareholding in the Company, representing approximately 52.49 per cent. of the Existing Ordinary Shares.

B&J Holdings Limited has also given irrevocable undertakings to NIBC to, amongst other things, vote in favour of the resolutions to be put to the Shareholders at the EGM and to vote against any other resolution or proposal (unless approved by the chairman of the Company) to adjourn the EGM or amend the resolutions to be put to the Shareholders at the EGM, in respect of its entire shareholding in the Company, representing approximately 52.49 per cent. of the Existing Ordinary Shares.

 

Further Information

The Admission Document provides further information on the Group, Welcome Break, the Enlarged Group, the Placing and the Transaction. Attention is drawn, in particular, to the Risk Factors set out in Part 2 of the Admission Document and the additional information set out in Part 9 of the Admission Document.

 

Recommendation

The Board considers the Transaction and the Placing and the passing of the resolutions at the EGM to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolutions to be put to the EGM as they intend to do so, or have provided irrevocable commitments of same, in respect of their own beneficial holdings. Such beneficial holdings amount in aggregate to 48,215,790 Existing Ordinary Shares, representing approximately 52.6 per cent. of the Existing Ordinary Shares.

 

Expected Timetable of Principal Events

Publication of the Admission Document

28 September 2018

Recommencement of trading in the Existing Ordinary Shares

8.00 a.m. on 28 September 2018

Latest time and date for receipt of forms of proxy

10.a.m. on 22 October 2018

Date of EGM

24 October 2018

Allotment and Issue of the New Ordinary Shares

25 October 2018

Admission becomes effective and dealings in the Enlarged Share Capital expected to commence on AIM and ESM

8.00 am on

25 October 2018

CREST accounts credited with uncertificated shares (as applicable)

25 October 2018

Expected latest date for despatch of definitive share certificates (as applicable)

No later than 14 days from 25 October 2018

Expected Completion of the Transaction

31 October 2018

 

Each of the times and dates in the above timetable is subject to change without further notice at the discretion of the Company, Goodbody and Shore Capital. All times are Dublin times unless stated otherwise.

 

About the Company

Established in 1992, Applegreen is a major petrol forecourt retailer with operations in the Republic of Ireland, the United Kingdom and the USA. The Company is pursuing a growth strategy focused on acquiring and developing new sites in each of the three markets in which it operates. As at 31 December 2017, the business operated 342 forecourt sites and employed c 4,900 people.

 

The Company offers a distinctive convenience retail offering in the forecourt space with three key elements:

  • a “Low Fuel Prices, Always” price promise to drive footfall to the stores;
  • a “Better Value Always” tailored retail offer; and
  • a strong food and beverage focus aiming to offer premium products and service to the customer. Applegreen has a number of strategic partnerships with international brands including Burger King, Subway, Costa Coffee, Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also has its own food offer through the Bakewell café brand. Applegreen is the number one Motorway Service Area operator in the Republic of Ireland.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE “ANNOUNCEMENT”) IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL (“RESTRICTED JURISDICTIONS”).

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL AND GOODBODY STOCKBROKERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) WHO ARE “QUALIFIED INVESTORS” FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) (AS AMENDED) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); (B) IF IN THE UNITED KINGDOM, TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF “HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC” IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE “QUALIFIED INVESTORS” AS DEFINED IN SECTION 86 OF FSMA; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

Except as otherwise defined in this Announcement, capitalised terms used in this Announcement have the same meanings as those defined in the Admission Document. References in these terms and conditions to Shore Capital refer to Shore Capital Stockbrokers Limited and/or Shore Capital and Corporate Limited as the context admits.

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. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it or any part of it in or into the United States or use the United States mails, directly or indirectly, relating to the Placing.

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No copy or part of this Announcement and the information contained in it may be published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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

No action has been taken by the Company, Shore Capital or Goodbody Stockbrokers, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, Shore Capital and Goodbody Stockbrokers to inform themselves about, and observe, any such restrictions.

Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the

current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate Limited, which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited is a member of the London Stock Exchange and is authorised and regulated by the FCA. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

Goodbody Stockbrokers UC (“Goodbody Stockbrokers”), which is regulated in Ireland by the Central Bank of Ireland, acts as the ESM adviser to the Company for the purposes of the ESM Rules. Goodbody Stockbrokers is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

Shore Capital and Goodbody Stockbrokers are acting as joint bookrunners to the Placing (the “Joint Bookrunners”).

Save for the responsibilities and liabilities, if any, of Shore Capital under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, 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 or on behalf of the Shore Capital, Goodbody Stockbrokers or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the “Placees”), will be deemed to have read and understood this Announcement and the Admission Document in their entirety and to be making such offer on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

  1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  2. it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and
  3. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.

Neither Joint Bookrunner makes any representation to any Placees regarding an investment in the Placing Shares.

Details of the Underwriting Agreement and the Placing Shares

The Joint Bookrunners have entered into a placing agreement (the “Underwriting Agreement”) with the Company under which they have agreed, as agents for and on behalf of the Company, to use reasonable endeavours to procure Placees to take up the Placing Shares on the terms and subject to the conditions set out in the Underwriting Agreement. In addition, to the extent that any Placee procured by the Joint Bookrunners fails to subscribe for any or all of the Placing Shares which have been allocated to it in the Placing or for which it has agreed to subscribe, the Joint Bookrunners have agreed, on the terms and subject to the conditions set out in the Underwriting Agreement, to subscribe as principal for such Placing Shares at Admission.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Applications for listing and admission to trading

Applications will be made to London Stock Exchange plc and Irish Stock Exchange plc, trading as Euronext Dublin, for admission to trading of the Placing Shares on AIM and ESM respectively.

The Admission in respect of the Placing Shares is expected to become effective on or around 25 October 2018 (or such later date as the Joint Bookrunners may agree with the Company, not being later than 8.00 a.m. on 31 December 2018).

Placing

This Appendix gives details of the Terms and Conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Participation in and Principal terms of the Placing

  1. Goodbody Stockbrokers and Shore Capital are each acting as Joint Bookrunners and as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Underwriting Agreement.
  2. Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
  3. The Company and the Joint Bookrunners have agreed a single price in each of euro and sterling payable in respect of the Placing Shares as set out in the Admission Document and this Announcement (the “Placing Price”) to the Joint Bookrunners as agent for the Company by all Placees whose bids are successful.
  4. Each Placee’s participation in the Placing is, and their oral and legally binding offer to acquire and subscribe for Placing Shares is made, on the terms and subject to the conditions in this Announcement.
  5. Each Placee’s oral offer to acquire and subscribe for Placing Shares in the Placing is legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners’ consent, is not capable of variation or revocation. Upon making this oral offer, each Placee has an immediate, separate, irrevocable and binding obligation owed to the Joint Bookrunners, as agents for the Company, to pay the joint Bookrunners (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for in the Placing.
  6. Each Placee’s allocation of Placing Shares has been agreed between the Joint Bookrunners and the Company and will be confirmed orally to each Placee by the Joint Bookrunners (as agents for the Company). A contract note confirming this allocation, the aggregate amount owed by such Placee to the Joint Bookrunners and settlement instructions will be despatched shortly. The oral confirmation to such Placee by the Joint Bookrunners (as agents for the Company) constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company’s articles of association. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Underwriting Agreement”. By participating in Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
  7. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.
  8. To the fullest extent permissible by law, none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers, consultants or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Placing.

Conditions of the Placing

The Placing is conditional upon the Underwriting Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners’ obligations under the Underwriting Agreement are conditional on, inter alia:

  1. Admission of the Placing Shares occurring at or before 8.00am Dublin time on 25 October 2018;
  2. the representations, warranties and agreements contained in the Underwriting Agreement being true, accurate and not misleading at all times prior to Admission by reference to the facts and circumstances from time to time subsisting;
  3. the Company having complied with all of its obligations under the Underwriting Agreement which fall to be performed on or before Admission;
  4. the Admission Document having been published and made available in accordance with the AIM Rules and the ESM rules by no later than 7.00am on the date of the Underwriting Agreement (or such later time and/or date as may be agreed in writing between the Joint Bookrunners and the Company);
  5. the publication of this Announcement on a Regulatory Information Service by no later than 7.00am on the date of the Underwriting Agreement (or such later time and/or date as may be agreed in writing between the Joint Bookrunners and the Company);
  6. the obtaining of all regulatory and other approvals and consents that are required in connection with the Placing including all of the Shareholder Resolutions having been duly passed at the EGM (and at any adjournment thereof);
  7. each of the Transaction Agreements not having lapsed or been terminated or rescinded, no condition thereto having become incapable of satisfaction and no event having arisen which gives any party to any of the Transaction Agreements a right to terminate it;
  8. there having been no amendment to any of the terms and conditions of any of the Transaction Agreements or any waiver, variation, release or compromise of any obligation under any of the Transaction Agreements, save for any waiver, variation, release or compromise which is not, in the good faith opinion of the Joint Bookrunners, material in the context of the Placing, Admission, the Transaction and/or the obligation of the Joint Bookrunners to underwrite the Placing Shares;
  9. there not having occurred and, in the opinion of either of the Joint Bookrunners (acting jointly and in good faith), it not being reasonably likely that there will occur any material adverse change in the financial markets in the United States, Ireland, the United Kingdom or in any other member state of the EEA or the international financial markets, any suspension or material limitation of trading generally on the New York Stock Exchange, the NASDAQ Stock Market, Euronext Dublin or the LSE, any material disruption in commercial banking or securities settlement or clearance services in the United States or in the EEA or any banking moratorium, declared by the United States, Ireland the United Kingdom or any other member state of the EEA; and
  10. the Company allotting and issuing, conditional only upon Admission, the Placing Shares in accordance with the Underwriting Agreement.

If (i) any of the conditions contained in the Underwriting Agreement, including those described above, are not satisfied in all respects or (where applicable) waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Joint Bookrunners in their absolute discretion may agree but in any event not later than 5.00 pm (Dublin time) on 31 December 2018); or (ii) the Underwriting Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Underwriting Agreement or extend the time for satisfaction of any such conditions, save that the above conditions relating to Admission taking place, the Terms of Subscription being executed and the Company allotting and issuing the Placing Shares may not be waived. Any such waiver or extension will not affect Placees’ commitments as set out in this Announcement.

None of the Joint Bookrunners or the Company or any of their respective affiliates, directors, officers, employees or agents shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Underwriting Agreement

Each of the Joint Bookrunners may, in its sole and absolute discretion acting in good faith and, to the extent permitted by law or regulation, after consultation with the Company to the extent considered practicable by the Joint Bookrunners in the circumstances, at any time before Admission, terminate the Underwriting Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

  1. any material statement contained in the Admission Document or any Supplementary Admission Document has become or been discovered to be untrue or incorrect in any material respect or misleading or any event, fact, circumstance or matter has arisen or occurred which, if such Admission Document or Supplementary Admission Document were to be issued at that time, would constitute an omission from it or would otherwise render it untrue or incorrect in any material respect or misleading; or
  2. any event, fact, circumstance or matter has occurred or arisen which does or might, in the opinion of the Joint Bookrunners, require a Supplementary Admission Document to be published by or on behalf of the Company; or
  3. there has been a breach of any of the representations, warranties, undertakings or any other obligations of the parties to the Underwriting Agreement (other than the Joint Bookrunners) which is material in the context of the Placing, Admission or the Transaction.

Upon such termination, the parties to the Underwriting 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 Underwriting Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by either Bookrunner of any right of termination or other discretion under the Underwriting Agreement shall be within the absolute discretion of the relevant Bookrunner and that it 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 submitted to be approved by the Central Bank of Ireland (or other authority) in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

Placees’ participation in the placing (including their oral and legally binding offer to acquire and subscribe for Placing Shares) is made solely on the basis of the information contained in this Announcement (including this Appendix) and the Admission Document, each of which has been released by the Company today, and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the trade confirmation to be provided to Placees. Each Placee, by participating in the Placing, agrees that the content of this Announcement (including this Appendix), the Admission Document and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Joint Bookrunners or any other person and none of the Company or either of the Joint Bookrunners or any of their respective affiliates will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation / contract note which will confirm the number of Placing Shares allocated to it at the Placing Price (in euro or sterling as elected by the Placee) and the aggregate amount owed by them to the Joint Bookrunners. 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 which it has in place with the Joint Bookrunners or otherwise as the Joint Bookrunners may direct.

Each Placee may elect to pay the Placing Price in euro or sterling (the exchange rate for which has been fixed and is set out in the Admission Document and this Announcement) and having made such election (or having made no such election), no objection or claim may be made by a Placee that he has suffered a loss or other disadvantage by not electing to pay in the other currency. Any such election shall be irrevocable and is not be capable of being changed or revoked following publication of this Announcement. If no such election is made by a Placee by communication to the Joint Bookrunners prior to the publication of this Announcement, the Placee will be required to pay the Placing Price in Euro as the default settlement currency.

Settlement of transactions in the Placing Shares (ISIN: IE00BXC8D038, Irish SEDOL: BXC8D03 and UK SEDOL BYZG2B5) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST”). Settlement through CREST is expected to occur on 25 October 2018 (the “Settlement Date”) unless otherwise notified by the Joint Bookrunners. Settlement will be on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners and the Company reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee’s jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Joint Bookrunners may sell any or all of the Placing Shares allocated to it 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. Placees will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on the Placee’s behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, 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 or Irish stamp duty or UK stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Joint Bookrunners (in its capacity as Bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its offer to acquire and subscribe for Placing Shares, the following:

  1. it has read and understood each of this Announcement (including this Appendix) and the Admission Document, in its entirety and that its subscription for and purchase of Placing Shares is upon and subject to the constitution of the Company and is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement or the Admission Document and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, the Joint Bookrunners or otherwise;
  2. that no offering document or prospectus has been or will be prepared in connection with the Placing or is required under the Prospectus Directive, and 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;
  3. that the Ordinary Shares are admitted and to be re-admitted to trading on AIM and the ESM market of the Irish Stock Exchange, trading as Euronext Dublin, and the Company is therefore required to publish the Admission Document and certain business and financial information in accordance with the AIM Rules, the ESM Rules and the EU Market Abuse Regulation (2014/596/EU) (“MAR”) (collectively “Exchange Information”), which includes a description of the nature of the Company’s business and the Company’s most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
  4. that none of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement and the Admission Document, nor has it requested either of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such material or information;
  5. unless otherwise specifically agreed with the Joint Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States, or any other Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or in any country or jurisdiction where any such action for that purpose is required;
  6. that the content of this Announcement, the Admission Document and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners, any of their respective affiliates, directors, officers, employees or agents, or any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement and the Admission Document or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in this Announcement and the Admission Document, 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, the Admission Document, any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of 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 either of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them (including in any research report prepared by any of them) and none of the foregoing persons will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any such other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither the Joint Bookrunners nor any of their respective affiliates have made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of the Exchange Information, any publicly available information about the Company or any other information that has otherwise been made available to Placees concerning the Company, whether at the date of publication, the date of this Announcement and the Admission Document or otherwise, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement and the Admission Document excludes the liability of any person for fraudulent misrepresentation made by that person;
  7. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 of the United Kingdom (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
  8. 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;
  9. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
  10. that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and that it will honour all such obligations;
  11. that it has complied with its obligations under the Criminal Justice Act 1993 (as amended), the EU Market Abuse Regulation and the Rules issues by the Irish Central Bank of Ireland, and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2014 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the “Regulations”) and the Money Laundering Sourcebook of the FCA or other applicable laws, rules and regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Joint Bookrunners has not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee’s Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
  12. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Joint Bookrunners and the Company 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);
  13. that it:
    1. (i) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (ii) is acquiring the Placing Shares in an “offshore transaction” as defined in Regulation S under the Securities Act; and (iii) is not acquiring any of the Placing Shares as a result of any form of “directed selling efforts” (within the meaning of Regulation S under the Securities Act); or
    2. is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act or an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (“Institutional Accredited Investor”) that has signed and returned to the Joint Bookrunners or their respective affiliates a US investor letter in the form provided to it;
  14. that it is not within a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares, and it will not offer or sell such Placing Shares into any such jurisdiction;
  15. if in a Member State of the EEA (except, if in Ireland, with the prior consent of the Joint Bookrunners), that it is a “Qualified Investor” within the meaning of Article 2(1)(e) of the Prospectus Directive;
  16. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) who falls within Article 49(2) (a) to (d) (“High net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  17. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  18. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
  19. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
  20. if it is acting as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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 EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
  21. 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;
  22. that any offer of Placing Shares may (except with the prior consent of the Joint Bookrunners) only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA 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 EEA within the meaning of the Prospectus Directive except in circumstances which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
  23. 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;
  24. that it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
  25. that if it has received any inside information about the Company in advance of the Placing, it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations/legislation and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
  26. 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 respective affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti money laundering requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
  27. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Appendix 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, acting as agent for the Company, may in their absolute discretion determine and without liability to such Placee. It will, however, 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 (together with any interest or penalties) due pursuant to the terms set out or referred to in this Appendix which may arise upon the sale of such Placee’s Placing Shares on its behalf;
  28. that its allocation of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for;
  29. the Placing does not constitute a recommendation or financial product advice and neither Joint Bookrunner has had regard to its particular objectives, financial situation and needs;
  30. that none of the Joint Bookrunners, any of their respective affiliates or any person acting on behalf of any of them, 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 the Joint Bookrunners and that the Joint Bookrunners do not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement nor for the exercise or performance of any the Joint Bookrunners rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  31. that none of the Company nor any of the Joint Bookrunners has any duty or responsibility to any Placee with respect to the Placee’s election to pay the Placing Price in euro or sterling;
  32. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Joint Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Joint Bookrunners, the Company and any of their respective affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
  33. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Ireland and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Irish courts as regards any claim, dispute or matter arising out of 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 Joint Bookrunners or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
  34. that each of the Joint Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Joint Bookrunners and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
  35. that it will indemnify on an after-tax basis and hold each of the Joint Bookrunners, the Company, their affiliates and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of 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;
  36. that it irrevocably appoints any director of either of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
  37. 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 and Conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s or the Joint Bookrunners conduct of the Placing;
  38. that in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares; (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (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 Company operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners; (iv) it has had sufficient time 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, 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 or they may suffer;
  39. that in connection with the Placing, the Joint Bookrunners and any of their respective 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 the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition the Joint Bookrunners may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Joint Bookrunners or any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
  40. that if it is in Australia, it is either a “professional investor” or “sophisticated investor” (as those terms are used in section 708(11) and section 708(8) respectively of the Corporations Act 2001 (Cth) (“Corporations Act”)) and is also, in each case, a “wholesale client” (as defined in section 761A of the Corporations Act); and
  41. that the on-sale of Placing Shares in Australia within 12 months of issue may be restricted by section 707 of the Corporations Act and that it will conduct any on-sales of the Placing Shares within that period in accordance with the provisions of the Corporations Act such that disclosure within the meaning of Chapter 6D of the Corporations Act is not required.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the neither the Company nor either of the Joint Bookrunners owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Underwriting Agreement.

Additional acknowledgement from investors located in the United States

In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee’s behalf) who is located in the United States subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act acknowledges that no representation has been made to it with respect to whether the Company is a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the US Internal Revenue Code of 1986, as amended, and that the Company may have been a PFIC for US federal income tax purposes for previous fiscal years, may be a PFIC for its current fiscal year, and may become or continue to be a PFIC in future fiscal years. If the Company was, is or becomes a PFIC, then US investors subject to US federal income tax may be subject to adverse US tax consequences in respect of their investment in the Company’s Ordinary Shares. Relevant Placees agree that they will seek their own independent specialist advice with respect to the US tax consequences of their interest in Ordinary Shares, including whether they may be able to mitigate these adverse US tax consequences by making certain elections for US tax purposes;

Miscellaneous

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty in Ireland and free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.

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

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some

or all of the Placing Shares. Each Placee acknowledges and is aware that the Joint Bookrunners is receiving a fee in connection with its role in respect of the Placing as detailed in the Underwriting Agreement.

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

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

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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:

  1. if he is an individual, his nationality; or
  2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents provided in connection with the Placing will be sent at the Placee’s risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee.

In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a “Placee” in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

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.