28 July 2015
THIS ANNOUNCEMENT INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
GKN PLC ANNOUNCES A PROPOSED PLACING OF NEW ORDINARY SHARES TO RAISE
APPROXIMATELY £200 million
GKN plc ("GKN" or the "Company") announces today its intention to conduct a non pre-emptive
cash placing of new ordinary shares in the Company to institutional investors (the "Placing") to
raise approximately £200 million (before expenses) (the "Gross Proceeds"), which represents
approximately 4% of the Company's market capitalisation based on the closing share price on
27 July 2015. J.P. Morgan Securities plc., which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and UBS Limited ("UBS") are acting as
joint bookrunners (the "Bookrunners").
The Company has also announced today that it has agreed to acquire Fokker Technologies
Group B.V. (“Fokker”) from Arle Capital through a subsidiary of the Company, GKN Industries
Limited (the “Acquisition"). Fokker has an enterprise value of €706 million (£499 million) and is
a leading tier one aerospace supplier of aerostructures, electrical wiring systems, landing gear
and associated services, across commercial, military and business jet end markets. Its
headquarters are in the Netherlands.
In addition, GKN is today issuing its half year results covering the six months to 30 June 2015.
Background to the Placing – Use of Proceeds
The net proceeds from the Placing will be used to fund in part the consideration for the
Acquisition, with the balance being funded from existing debt facilities.
The Placing is not conditional upon completion of the Acquisition. In the event that the
Acquisition does not complete, GKN will retain the net proceeds of the Placing for potential
investment opportunities and general corporate purposes.
The Placing
The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will
commence a bookbuilding process in respect of the Placing ("Bookbuild"). The book will open
with immediate effect following this announcement.
The price per ordinary share at which the Placing Shares (defined below) are to be placed (the
"Placing Price") will be decided at the close of the Bookbuild. The timing of the closing of the
Bookbuild, the Placing Price and allocations are at the discretion of GKN and the Bookrunners.
The Company intends to place an amount of ordinary shares equal to the Gross Proceeds
divided by the Placing Price (the "Placing Shares"). Details of the number of Placing Shares
and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.
2
When issued, the Placing Shares will be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares of 10 pence each in the share capital of the
Company, including the right to receive all dividends (including the interim dividend of 2.9p per
share announced today) and other distributions declared, made or paid on or in respect of such
shares after the date of issue of the Placing Shares.
Application will be made for the Placing Shares to be admitted to the premium segment of the
Official List of the Financial Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange (together, "Admission"). It is expected that Admission
will take place at 8.00am on 30 July 2015 (or such later date as may be agreed between the
Company and the Bookrunners). The Placing is conditional upon, inter alia, Admission
becoming effective. The Placing is also conditional on the placing agreement between the
Company and the Bookrunners not being terminated.
The Appendix to this announcement (which forms part of this announcement) sets out further
information relating to the Bookbuild and the terms and conditions of the Placing.
Note: The acquisition enterprise value is €706 million (£499 million), comprising €500 million (£353 million) of
consideration for the share capital of Fokker, together with the assumption of the following liabilities as at 31 December
2014: €135 million (£96 million) of net debt, other debt like items totalling €71 million (£50 million) including provisions in
respect of the US Department of Justice settlement, certain pension liabilities and assumption of programme related
government advances.
Based on GBP:EUR FX rate of 1.4147.
Contacts
GKN plc
+44 (0) 7739 778187
Guy Stainer, Investor Relations Director
J.P. Morgan Cazenove
+44 (0) 20 7742 4000
Robert Constant
Richard Perelman
Laurene Danon
UBS Investment Bank
Hew Glyn Davies
Christopher Smith
Jonathan Retter
+44 (0) 20 7567 8000
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About GKN
GKN plc is a global engineering group. It has four divisions: GKN Aerospace, GKN Driveline,
GKN Powder Metallurgy and GKN Land Systems, which operate in the aerospace, automotive
and land systems markets. Over 50,000 people work in GKN companies and joint ventures in
more than 30 countries. GKN is listed on the London Stock Exchange (LSE: GKN) and
recorded sales of GBP7.5 billion in the year to 31 December 2014.
This Announcement (including the Appendix) contains certain "forward-looking statements" with
respect to certain of the Company's plans and its current goals or expectations relating to its
future financial condition and performance and which involve a number of risks and
uncertainties. Forward looking statements are typically identified by the use of forward looking
terminology such as 'aims', 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends',
'estimates', 'plans', 'assumes' or 'anticipates' or the negative thereof or other words of similar
meaning. Examples of such forward-looking statements include, among others, statements
regarding the Company's business strategy, future plans, present or future events, or objectives
for future operations that involve risks and uncertainties and are not historic fact. Such forwardlooking statements are subject to a number of risks and uncertainties, many of which are
beyond the Company's control and all of which are based on the Company's current beliefs and
expectations about future events. Such statements are based on current expectations and, by
their nature, are subject to a number of risks and uncertainties 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. No assurance can be given that such forwardlooking results will be achieved. Factors that might cause forward-looking statements to differ
materially from actual results include, among other things, the following: global economic
conditions, economic conditions in the jurisdictions in which the Company operates, the effects
of continued volatility in credit markets, exchange rate fluctuations and legislative, fiscal and
regulatory developments. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement and the Company assumes no obligation to,
and does not intend to update or revise publicly any of them whether as a result of new
information, future events or otherwise, except to the extent required by the Financial Conduct
Authority ("FCA"), the London Stock Exchange, the Prospectus Rules, the Listing Rules and the
Disclosure and Transparency Rules or any other applicable law or regulation.
Nothing in this Announcement (including the Appendix) is intended to be a profit estimate for
any period or a forecast of future profits and statements relating to earnings accretion should
not be interpreted to mean that the earnings per GKN share for the current of future financial
period will necessarily match or exceed its historical published earnings per share.
This Announcement (including the Appendix) and the information contained herein is not for
release, publication or distribution, in whole or in part, directly or indirectly, in or into the United
States (including its territories and possessions, any state of the United States and the District
of Columbia), Australia, Canada, Japan or any other state or jurisdiction into which the same
would be unlawful. This Announcement (including the Appendix) is for information purposes
only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer
to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with
these restrictions may constitute a violation of the securities laws of such jurisdictions.
4
This Announcement (including the Appendix) does not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in
the United States, Australia, Canada or Japan or any other jurisdiction in which such offer,
solicitation or sale would be unlawful. In particular, the Placing Shares have not been and will
not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") and may not be offered, sold or transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any state or other jurisdiction of the
United States. No public offering of the Placing Shares is being made in the United States,
Australia, Canada or Japan.
This Announcement (including the Appendix) has been issued by and is the sole responsibility
of the Company. No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by any of the Bookrunners or
by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly disclaimed.
The Bookrunners, each of which is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the FCA and PRA, are acting for the Company and for
no-one else in connection with the Bookbuild and the Placing and will not be responsible to any
person other than the Company for providing the protections afforded to their clients or for
providing advice to any other person in relation to the Placing or any other matter referred to in
this Announcement (including the Appendix).
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 to
future performance and persons needing advice should consult an independent financial
adviser.
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.
All times and dates in this Announcement may be subject to amendment. Placees will be
notified of any changes.
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.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF
THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
5
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2.1(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS
DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU), AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"),
AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER, AND (C) PERSONS WHO HAVE BEEN INVITED TO PARTICIPATE
IN THE PLACING BY JPMC AND/OR UBS (THE "BOOKRUNNERS") (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
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 STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. ANY
OFFERING OF THE PLACING SHARES IN THE UNITED STATES WILL BE MADE TO A
LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS (EACH A "QIB") AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT, PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT IN A TRANSACTION NOT INVOLVING ANY
PUBLIC OFFERING. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT.
Capitalised terms in this Appendix have the meanings ascribed to them in paragraph 8
(Definitions) below.
This Announcement is for information only and does not itself constitute or form part of an offer
to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein
in any jurisdiction including, without limitation, the United States, any Restricted Territory or in
any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will
be made in connection with the Placing in the United Kingdom, the United States, any
Restricted Territory or elsewhere.
6
This Announcement and the information contained herein are not for publication or distribution,
directly or indirectly, to persons in the United States or any Restricted Territory or in any
jurisdiction in which such publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company, the
Bookrunners, or any of their respective affiliates or agents, which would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where action for that
purpose is required. 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 and the Bookrunners to
inform themselves about, and to observe, any such restrictions.
The securities referred to in this Announcement have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities commission or any other
regulatory authority in the United States, nor have any of the foregoing authorities passed upon
or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities referred to in this Announcement may not be
offered or sold in any Restricted Territory or to, or for the account of, a citizen or resident, or a
corporation, partnership or other entity created or organised in or under any laws, of a
Restricted Territory.
This Announcement has been issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the Bookrunners or any of their respective
affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available to any party or its
advisers, and any liability therefor is expressly disclaimed.
Each Bookrunner is authorised by the PRA and regulated in the United Kingdom by the FCA
and PRA and are acting exclusively for the Company and no one else in connection with the
Placing and are not, and will not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients or for providing advice in
relation to the Placing or the contents of the Transaction Documents or any other matter
referred to therein.
Neither the Company nor the Bookrunners make any representation to any offeree, subscriber
or purchaser regarding an investment in the securities referred to in this Announcement under
the laws applicable to such offeree, subscriber or purchaser. Each investor should consult its
own advisers as to the legal, tax, business, financial and related aspects of an investment in the
Placing Shares.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by the Company, the
Bookrunners or any of their respective affiliates, agents, directors, officers or employees that
7
would permit an offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and the Bookrunners to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which section 21(1) of
FSMA does not apply.
This Announcement should be read in its entirety. In particular, you should read and
understand the terms and conditions of the Placing set out in this Appendix.
By participating in the Placing, Placees will be deemed to have read and understood this
Announcement and the Acquisition Announcement in their entirety, and to be
participating, making an offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained herein.
In particular, each such Placee represents, warrants and acknowledges that it:
(a)
is a Relevant Person and undertakes that it will acquire, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of its business;
(b)
in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing:
(c)
(i)
it is a Qualified Investor; and
(ii)
in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, that (y) the Placing Shares subscribed for and/or acquired by it
in the Placing have not been subscribed for and/or acquired on behalf of,
nor have they been or will be acquired with a view to their offer or resale
to, persons in any Relevant Member State other than Qualified Investors
or in circumstances in which the prior consent of the Bookrunner has
been given to the offer or resale; or (z) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA other
than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons;
is (and any such account for which it is acting is) outside the United States and is
acquiring the Placing Shares in an "offshore transaction", as defined in and in
accordance with, Regulation S under the Securities Act; or if it is not outside the
United States, it is a QIB, or purchasing Placing Shares on behalf of a QIB;
8
(d)
is acquiring the Placing Shares for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole investment
discretion and has the authority to make, and does make, the acknowledgements,
representations and agreements contained in this Appendix; and
(e)
understands (or, if it is acting for the account of another person, such person has
confirmed that such person understands) the resale and transfer restrictions set
out in paragraph 6 ("Further terms") contained herein.
1.
Introduction
The Bookrunners will today commence the Bookbuild to determine demand for participation in
the Placing by prospective Placees. 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. The Bookrunners and the Company shall be entitled
to effect the Placing by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
The Company will apply for admission of the Placing Shares to listing on the premium segment
of the Official List and trading on the main market for listed securities of the London Stock
Exchange. It is expected that Admission will take place, and that trading in the Placing Shares
will commence, on 30 July 2015.
The Placing is conditional, inter alia, upon Admission becoming effective and the Placing
Agreement not being terminated. It is anticipated that the settlement date will be 30 July 2015.
The Company and Bookrunners have entered into the Placing Agreement with the Company
under which, subject to the conditions set out in that agreement, each Bookrunner has agreed,
acting as agent for and on behalf of the Company, to use reasonable endeavours to procure
Placees to subscribe for the Placing Shares by way of an accelerated bookbuild. In accordance
with the terms of the Placing Agreement, the Bookrunners have agreed, acting severally and in
their agreed proportions, to acquire the Placing Shares to the extent that any Placee fails to
pay the Placing Price in respect of any Placing Share allotted to it.
The Placing Shares will, when issued, be subject to the Articles of Association and will be
issued credited as fully paid and will rank pari passu with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees
in consideration for JPMC transferring its holdings of ordinary shares and redeemable
preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash as
consideration for the issue of the Placing Shares, at the conclusion of the Placing the Company
will own the entire issued share capital of JerseyCo whose only asset will be its cash reserves,
which will represent an amount approximately equal to the net proceeds of the Placing.
No offering document or prospectus has been or will be submitted to be approved by the UKLA
or FCA in relation to the Placing and Placees' commitments will be made solely on the basis of
9
the information contained in the Transaction Documents, and subject to the further terms set
forth in the contract note or electronic confirmation to individual Placees.
The Company will not require shareholder consent in connection with the Placing.
2.
Participation in, and principal terms of, the Placing
The principal terms upon which the Placing is to be conducted are set out below:
(a)
JPMC and UBS are acting as Bookrunners and as agents of the Company;
(b)
participation in the Placing will only be available to persons who may lawfully be, and
are, invited to participate by the Bookrunner;
(c)
the Bookbuild will establish the Placing Price and the amount payable to the
Bookrunners by prospective Placees whose bids are successful. The Placing Price will
be agreed between the Bookrunners and the Company following completion of the
Bookbuild. Any discount to the market price of the Company's Ordinary Shares will be
determined in accordance with the Listing Rules. The Placing Price and the number of
Placing Shares will be announced on a Regulatory Information Service following the
completion of the Bookbuild;
(d)
to bid in the Bookbuild, prospective Placees should communicate their bid by telephone
to their usual sales or equity capital markets contact at the Bookrunners. Each bid
should state the number of Placing Shares which the prospective Placee wishes to
subscribe for at the Placing Price, which is ultimately established by the Company and
the Bookrunners, or at prices up to a price limit specified in its bid. A bid in the
Bookbuild will be legally binding on the prospective Placee by which, or on behalf of
which, it is made and will not be capable of variation or revocation by such person after
the close of the Bookbuild. Bids may be scaled down by the Bookrunners on the basis
referred to in, and subject to the limitations in, paragraph 2(i) below;
(e)
the Bookbuild is expected to close no later than 4.30 p.m. (London time) on 28 July
2015 but may be closed earlier or later at the discretion of the Bookrunners. The
Bookrunners may accept bids that are received after the Bookbuild has closed. The
Company reserves the right to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion;
(f)
each prospective Placee's allocation will be agreed between the Bookrunners and will
be confirmed orally by the Bookrunner 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 Bookrunner to subscribe for the number of Placing Shares allocated
to it at the Placing Price, as applicable, on the terms and conditions set out in this
Appendix and in accordance with the Articles of Association;
(g)
each prospective Placee's allocation and commitment will be evidenced by a contract
note or electronic confirmation issued to such Placee by a Bookrunner. The terms and
10
conditions of this Appendix will be deemed incorporated in the contract note or
electronic confirmation, as applicable;
(h)
each Placee will also have an immediate, separate, irrevocable and binding obligation,
owed to the Bookrunners, to pay to the 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 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 Bookrunners;
(i)
the Bookrunners may choose to accept bids, either in whole or in part, on the basis of
allocations determined and may scale down any bids for this purpose on such basis as
they may determine. The Bookrunners may also, notwithstanding paragraph 2(d) above,
(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;
(j)
a bid in the Bookbuild will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is made and,
except with the consent of the Bookrunners, will not be capable of variation or
revocation after the time at which it is submitted;
(k)
except as required by law or regulation, no press release or other announcement will be
made by the 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;
(l)
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 under 'Registration
and settlement' in paragraph 5 below;
(m)
all obligations under the Bookbuild and Placing will be subject to fulfilment of the
conditions referred to under 'Conditions to the Placing' in paragraph 3 below and to the
Placing not being terminated on the basis referred to below under 'Termination of the
Placing Agreement' in paragraph 4 below;
(n)
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 and will
not be capable of rescission or termination by the Placee;
(o)
to the fullest extent permissible by law, the Bookrunners and/or any of their respective
affiliates or agents shall have no liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, the Bookrunners and/or any of
their respective affiliates or agents shall have no liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the
Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and
the Company may agree; and
11
(p)
as part of the Placing, the Company has agreed that it will not for a period of 180 days
after (but including) Admission issue, offer, pledge, contract to issue, sell any option,
purchase any option or grant any option, right or warrant to acquire or undertake to
issue or sell, or otherwise transfer or dispose of, or announce an offer of, directly or
indirectly, any Ordinary Shares or other securities giving immediate or future access to
a portion of the share capital of the Company.
3.
Conditions to the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional on Admission
and not having been terminated in accordance with its terms.
The obligations of each Bookrunner under the Placing Agreement are, and the Placing is,
conditional on, inter alia:
(a)
the Company having complied with all its obligations under the Transaction Agreements
or under the terms or conditions of the Placing which fall to be performed or satisfied on
or prior to Admission;
(b)
certain announcement obligations;
(c)
the Company having allotted, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
(d)
the Company and the Bookrunners agreeing the final number of Placing Shares and the
Placing Price and executing the Pricing Supplement no later than 5.00 pm (London
time) on the date of this Announcement (or such later time and/or date as the
Bookrunners may agree with the Company); and
(e)
Admission occurring not later than 8.00 a.m. on 30 July 2015 (or such later time and/or
date as the Company may agree with the Bookrunners),
(all such conditions included in the Placing Agreement being each a "condition" and together
the "conditions").
If any condition in the Placing Agreement is not satisfied or waived in accordance with the
Placing Agreement or the Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations under these terms and conditions shall
cease and terminate at such time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
The Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive
fulfilment of all or any of the conditions, or extend the time provided for fulfilment of any such
condition. Any such extension or waiver will not affect Placees' commitments as set out in this
Appendix.
The Company, Bookrunners, their respective affiliates and/or agents shall have no liability to
any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision any of them may make as to whether or not to waive or to extend the time
12
provided for the fulfilment of any condition to the Placing nor for any decision any of them may
make as to the fulfilment of any condition or in respect of the Placing generally.
4.
Termination of the Placing Agreement
The Bookrunners may, at their absolute discretion, terminate the Placing Agreement at any time
prior to Admission if, inter alia:
(a)
any condition has not been satisfied or waived as it became due for satisfaction; or
(b)
there has been a breach by the Company of any of the undertakings or covenants in the
Placing Agreement or certain of the representations and warranties given by the
Company in the Placing Agreement if repeated at the time of setting the Placing Price
and at Admission (by reference to the facts and circumstances then existing) would be,
untrue, inaccurate or misleading and, in each case, in the opinion of the Bookrunners,
acting in good faith, be material in the context of the Placing or such to make it
impracticable or inadvisable to proceed with the Placing or Admission of the Placing
Shares; or
(c)
any statement contained in the Transaction Documents is or has become or has been
discovered to be untrue, or inaccurate in any material respect or misleading such that,
in the good faith opinion of the Bookrunners, it would be impracticable or inadvisable to
proceed with the Placing or it would otherwise be material in the context of the Placing.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of
each Placee in respect of the Placing as described in this Appendix shall cease and terminate
at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Bookrunners that
the exercise by the Bookrunners of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that
neither the Company nor the Bookrunners need make any reference to such Placee and that
neither the Company, the Bookrunners nor any of their respective affiliates or agents shall have
any liability to such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only
in the circumstances described above and will not be capable of rescission or termination by it
after oral confirmation by a Bookrunner following the close of the Bookbuild.
5.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or
electronic confirmation which will confirm the number of Placing Shares allocated to them, the
Placing Price and the aggregate amount owed by them to the Bookrunners. Each Placee will be
deemed to agree 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 they have in place with the relevant Bookrunner. Payment in full for any Placing Shares
13
so allocated at the Placing Price must be made by no later than midday on 30 July 2015 (or
such other time and/or date as the Bookrunners notify to each Placee).
Settlement of transactions in the Placing Shares following Admission will take place within the
CREST system. Settlement through CREST will be on a T + 2 Business Day basis unless
otherwise notified by the Bookrunners and is expected to occur on 30 July 2015. Settlement will
be on a delivery versus payment basis. 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 Bookrunners may agree that the Placing Shares should be issued in
certificated form. The Bookrunners 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.
Interest is chargeable daily on payments not received on the due date in accordance with the
arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of
two percentage points above prevailing LIBOR.
If Placees do not comply with their obligations, the Bookrunners may sell their Placing Shares
on their behalf and retain from the proceeds, for their own account and benefit, an amount equal
to the Placing Price of each share sold plus any interest due. Placees will, however, remain
liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of their Placing Shares
on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure
that, upon receipt, the conditional contract note or electronic confirmation is copied and
delivered immediately to the relevant person within that organisation.
6.
Further terms
By participating in the Placing each Placee and any person acting on such Placee's behalf for
itself and for any such respective Placee:
(a)
represents, warrants and undertakes that it has read this Announcement and the
Acquisition Announcement in their entirety and that its subscription for the Placing
Shares is subject to and based upon all the terms, conditions, warranties,
acknowledgements, agreements and undertakings and other information contained
therein and herein;
(b)
represents, warrants and undertakes that it has not received a prospectus or other
offering document in connection with the Placing and acknowledges that no prospectus
or other offering document has been prepared in connection with the Placing;
(c)
if the Placing Shares were offered to it in the United States, it represents, warrants and
undertakes that in making its investment decision, (i) it has consulted its own
independent advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign tax laws
generally and the Securities Act, (ii) it has received all information that it believes is
necessary or appropriate in order to make an investment decision in respect of the
14
Company and the Placing Shares, and (iii) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk and no US
federal or state or non-US agency has made any finding or determination as to the
fairness for investment or any recommendation or endorsement of the Placing Shares;
(d)
represents, warrants and undertakes that (i) it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the information
contained within the Transaction Documents and any other information publicly
announced to a Regulatory Information Service by or on behalf of the Company prior to
the date of this Appendix (the "Publicly Available Information") and it has not relied,
and will not rely, on any other information, representation, warranty or statement made
at any time by any person in connection with the Placing or the Company, (ii) neither the
Bookrunners nor the Company nor their respective affiliates nor any other person has
made any representation to it, express or implied, with respect to the Company, the
Placing or the Placing Shares or the accuracy, completeness, fairness or adequacy of
the Transaction Documents and/or the Publicly Available Information or any other
written or oral information made available to any Placee, any person acting on such
Placee's behalf or any of their respective advisers, and any liability is therefore
expressly disclaimed, (iii) it has not relied on any investigation that any of the
Bookrunners or any person acting on its or their behalf may have conducted with
respect to the Placing Shares or the Company, and (iv) it has made its own
investigation of the business, financial and other position of the Company and the terms
of the Placing, satisfied itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
(e)
acknowledges and agrees that the content of this Announcement and the Acquisition
Announcement has been prepared by and is exclusively the responsibility of the
Company and neither the Bookrunners nor any of their affiliates, directors, officers,
employees or any person acting on their behalf is responsible for or has or shall have
any liability for any information or representation relating to the Company contained in
this Announcement and the Acquisition Announcement and/or the Publicly Available
Information nor will be liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement contained in this
Announcement and the Acquisition Announcement, the Publicly Available Information or
otherwise;
(f)
represents, warrants and undertakes that it has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of an
investment in the Placing Shares, is able to bear the economic risk of an investment in
the Placing Shares, has adequate means of providing for its current and contingent
needs, is able to sustain a complete loss of the investment in the Placing Shares and
has no need for liquidity with respect to its investment in the Placing Shares;
(g)
represents, warrants and undertakes that (i) neither it nor the beneficial owner of the
Placing Shares are, and at the time the Placing Shares are acquired will be, a citizen or
resident, or a corporation, partnership or other entity created or organised in or under
any laws of, any Restricted Territory or any jurisdiction in which the application for
Placing Shares by such person is prevented by law, and (ii) it is not applying with a view
to re-offering, re-selling, transferring or delivering any of the Placing Shares which are
15
subject of its application to, or for the benefit of, a person who is a citizen or resident, or
which is a corporation, partnership or other entity created or organised in or under any
laws of, any Restricted Territory or any jurisdiction in which the application for Placing
Shares by such person is prevented by law, (except in the case of (i) and (ii) where
proof satisfactory to the Company and the Bookrunners has been provided that the
person and/or the person on behalf of whom the application is made, is able to accept
the invitation by the Company free from any requirement which the Company and the
Bookrunners (in the absolute discretion of the Company and the Bookrunners) regard
as unduly burdensome), nor (iii) is it acting on a non-discretionary basis for a person
otherwise prevented by legal or regulatory restrictions from applying for Placing Shares
under the Placing;
(h)
represents, warrants and undertakes that each of it and the beneficial owner of the
Placing Shares is, and at the time the Placing Shares are acquired will be (i) located
outside the United States and acquiring the Placing Shares in an 'offshore transaction',
as defined in, and in accordance with Regulation S under the Securities Act, or (ii) a
QIB;
(i)
represents, warrants and undertakes that, if it is acquiring the Placing Shares as a
fiduciary or agent for one or more investor accounts located in the United States, each
such account is a QIB and that it has sole investment discretion with respect to each
such account and it has full power and authority to make the acknowledgements,
agreements, representations, undertakings and warranties herein on behalf of each
such account;
(j)
represents, warrants and undertakes that it is acquiring such Placing Shares for its own
account (or the account of a QIB 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;
(k)
acknowledges and agrees 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
and that the Placing Shares have not been, and will not be, registered under the
Securities Act or with any State or other jurisdiction of the United States;
(l)
represents, warrants and undertakes that it and/or each person on whose behalf it is
participating:
(i)
is entitled to subscribe for and acquire Placing Shares pursuant to the Placing
under the laws of all relevant jurisdictions;
(ii)
has fully observed such laws;
(iii)
has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
16
(iv)
has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix under those laws or otherwise) and complied with all necessary
formalities;
(m)
acknowledges and agrees 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 Regulation S under the Securities Act (''Regulation
S''), (b) in the United States to a person whom the seller reasonably believes is a QIB to
whom notice is given that the offer, sale or transfer is being made in reliance on Rule
144A, pursuant to Rule 144A under the Securities Act, (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 laws;
(n)
acknowledges and agrees that the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act;
(o)
represents, warrants and undertakes that 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 in the Company that it holds that
are not restricted securities and will not deposit the Placing Shares into any depositary
receipt facility maintained by any depositary bank in respect of the Company's Ordinary
Shares;
(p)
represents, warrants and undertakes that it is not acquiring any of the Placing Shares
as a result of any form of general solicitation or general advertising (within the meaning
of Rule 502(c) of Regulation D under the Securities Act) or is located outside the United
States and it is not acquiring any of the Placing Shares as a result of any form of
directed selling efforts (as defined in Regulation S under the Securities Act);
(q)
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;
(r)
if it is a pension fund or investment company, represents, warrants and undertakes that
its acquisition of Placing Shares is in full compliance with applicable laws and
regulations;
(s)
acknowledges and agrees 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;
(t)
acknowledges and agrees that participation in the Placing is on the basis that it is not
and will not be a client of any Bookrunner and the Bookrunners will have no duties or
responsibilities to any Placee for providing protections afforded to its clients under the
rules of the FCA or for providing advice in relation to the Placing nor in respect of any
17
representations, warranties, undertakings or indemnities contained in the Placing
Agreement;
(u)
agrees and undertakes that it will make payment to the Bookrunners in accordance with
the terms and conditions of this Appendix on the due times and dates set out in this
Appendix, failing which the relevant Placing Shares may be placed with others on such
terms as the Bookrunners determine;
(v)
represents, warrants and undertakes that the person who it specifies for registration as
holder of the Placing Shares will be (i) the Placee, or (ii) a nominee of the Placee, as the
case may be (the Bookrunners and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement);
(w)
agrees and undertakes to acquire Placing Shares pursuant to the Placing on the basis
that the Placing Shares will be allotted to a CREST stock account of JPMC who will hold
them as nominee on behalf of the Placee until settlement;
(x)
represents, warrants and undertakes 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 stamp duty or stamp duty reserve tax liability under (or at a rate determined
under) any of sections 67, 70, 93 and 96 of the Finance Act 1986 and that it is not
participating in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to such a
liability;
(y)
represents, warrants and undertakes that it and/or each person on whose behalf it is
participating falls within Article 19(5) and/or 49(2) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended, and 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 and represents and warrants that it is
entitled to subscribe for Placing Shares comprised in its allocation under the laws of all
relevant jurisdictions which apply to it and that it has fully observed such laws and
obtained all governmental and other consents which may be required thereunder and
complied with all necessary formalities;
(z)
represents, warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their business 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 the FSMA;
(aa)
represents, warrants and undertakes that if it is within the EEA, it is a qualified investor
as defined in section 86(7) of the FSMA, being a person falling within Article 2.1(e) of
the Prospectus Directive;
(bb)
represents, warrants and undertakes that, if resident in Australia (i) it is a professional
investor as defined in Section 9, and for the purposes of Section 708(11), of the
18
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 AUD 500,000, and (ii) it is
not acquiring the Placing Shares for the purpose of resale, transfer or the granting,
issuing or transferring 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;
(cc)
represents, warrants and undertakes that, if resident in Switzerland, it is a person to
whom the Placing or an invitation to subscribe for the Placing Shares in the manner
contemplated by this Announcement and any communication or correspondence
therewith is permitted by the laws of Switzerland and will not result in a "public offer"
under Swiss law;
(dd)
represents, warrants and undertakes that it has only communicated or caused to be
communicated and it will only communicate or cause to be communicated any invitation
or inducement to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person;
(ee)
represents, warrants and undertakes that it has complied and it will comply with all
applicable provisions of the FSMA with respect to anything done by it or on its behalf in
relation to the Placing Shares in, from or otherwise involving the United Kingdom;
(ff)
represents, warrants and undertakes that if it has received any confidential price
sensitive information about the Company in advance of the Placing, it has not (i) dealt in
the securities of the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person, prior to the
information being made generally available;
(gg)
represents, warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise in circumstances which
have not resulted 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;
(hh)
represents, warrants and undertakes that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of Crime
Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations (2003) (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;
(ii)
acknowledges and agrees that the Company, the Bookrunners and others will rely upon
the truth and accuracy of the foregoing representations, warranties, acknowledgements
and agreements;
19
(jj)
acknowledges and agrees that their acceptance of any of the Placing Shares is not by
way of acceptance of a public offer to be made in a prospectus but is by way of a
collateral contract and as such section 87Q of the FSMA does not entitle Placees to
withdraw in the event that the Company publishes a prospectus in connection with the
Placing and Admission;
(kk)
acknowledges and agrees that the Placing Shares will be issued subject to the terms
and conditions of this Appendix;
(ll)
acknowledges and agrees that this Appendix will be governed by and construed in
accordance with English law. All agreements to acquire shares pursuant to the Placing
will be governed by English law and the English courts shall have exclusive jurisdiction
in relation thereto except that proceedings may be taken by the Company and the
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;
(mm)
acknowledges and agrees that it (and/or each person on whose behalf it is participating)
agrees to indemnify and hold the Company, the Bookrunners and their respective
affiliates, directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) (i) arising out of or in
connection with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix; or (ii) incurred by the Company, the
Bookrunners and/or any of their respective affiliates, directors, officers and employees
arising from the performance of the Placee's obligations or any breach of the
representations, warranties, acknowledgements, agreements and undertakings, in each
case as set out in this Appendix, and further agrees that the provisions of this Appendix
shall survive after completion of the Placing;
(nn)
acknowledges and agrees that it will be liable for any capital duty, stamp duty and all
other stamp, issue, securities transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the acquisition by them of any Placing Shares
or the agreement by them to subscribe for any Placing Shares;
(oo)
acknowledges and agrees that the Bookrunners do not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties, undertakings or indemnities
in the Placing Agreement or otherwise; and
(pp)
acknowledges and agrees that the Bookrunners or any of their affiliates and agents
may, at their absolute discretion, agree to become a Placee in respect of some or all of
the Placing Shares.
The acknowledgements, agreements, representations, undertakings and warranties contained
in this Appendix are given to each Bookrunner for itself and on behalf of the Company and are
irrevocable.
20
7.
General
All times and dates in this Appendix may be subject to amendment. The Bookrunners 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.
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.
Nothing in this Appendix shall exclude any liability of any person for fraudulent
misrepresentation.
8.
Definitions
In this Appendix the following expressions have the following meaning unless the context
otherwise requires:
Acquisition Announcement
the press announcement containing the terms and
conditions of the Company's acquisition of the entire issued
share capital of Fokker Technologies Group B.V.;
Admission
admission to listing on the premium listing segment of the
Official List and admission to trading on main market for
listed securities of the London Stock Exchange of the
Placing Shares becoming effective by the decision of the
UK Listing Authority to admit such shares to listing being
announced in accordance with the Listing Rules and by the
decision of the London Stock Exchange to admit such
shares to trading being announced in accordance with their
Admission and Disclosure Standards;
Articles of Association
the articles of association of the Company from time to time
in force;
Bookbuild
means the process to be carried out by the Bookrunners to
arrange participation by the Placees and establish demand
at different prices from potential placees for the Placing
Shares;
Bookrunners
JPMC and UBS;
Business Day
a day (excluding Saturdays and Sundays) on which banks
are generally open for normal banking business in the City
21
of London and Jersey;
Company
GKN plc, a company registered in England and Wales with
the number 04191106, whose registered office is at PO Box
55, Ipsley House, Ipsley Church Lane, Redditch,
Worcestershire B98 0TL;
CREST
the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the Operator (as defined in
the CREST Regulations);
EEA
the European Union, Iceland, Norway and Liechtenstein;
FSMA
the United Kingdom Financial Services and Markets Act
2000, as amended;
FCA
the UK Financial Conduct Authority acting in its capacity as
competent authority for the purposes of Part VI of FSMA
and in the exercise of its functions in respect of the
admission to the premium listing segment of the Official List
of the Financial Conduct Authority otherwise than in
accordance with Part VI of FSMA, including, where the
context so permits, any committee, employee, officer or
servant to whom any function of the Financial Conduct
Authority may for the time being be delegated;
JerseyCo
Foxtrot Capital (Jersey) Limited, a company registered in
Jersey with number 118846, whose registered office is at 44
Esplanade, St Helier, Jersey, JE4 9WG, Channel Islands;
JPMC
J.P. Morgan Securities plc., a company registered in
England and Wales with the number 02711006 whose
registered office is at 25 Bank Street, Canary Wharf,
London E14 5JP (which conducts its UK investment banking
activities as J.P. Morgan Cazenove);
LIBOR
London Interbank Offer Rate;
Listing Rules
the listing rules produced by the FCA under Part VI of
FSMA and forming part of the FCA's Handbook of rules and
guidance as from time to time amended;
22
London Stock Exchange
London Stock Exchange plc;
Official List
the list maintained by the FCA in accordance with section
74(1) of FSMA for purposes of Part VI of FSMA;
Ordinary Shares or Shares
the ordinary shares of 10 pence each in the capital of the
Company;
Placees
the placees procured by the Bookrunners in connection with
the Placing;
Placing
the Bookbuilding, the placing of Placing Shares by the
Bookrunners on behalf of the Company pursuant to the
provisions of the Placing Agreement and as described in
this Appendix;
Placing Agreement
the placing agreement entered into between the Company
and Bookrunners on 28 July 2015;
Placing Price
the price per Placing Share as set out in the Placing Results
Announcement;
Placing Results Announcement
the announcement giving details of the results of the Placing
(including the Placing Price);
Placing Shares
new Ordinary Shares of the Company to be issued in
accordance with the Placing;
PRA
the Prudential Regulation Authority;
QIB
qualified institutional buyer, within the meaning of Rule
144A under the Securities Act;
Regulatory Information Service
in respect of the UK Placees, any of the services set out in
Appendix 3 to the Listing Rules;
Restricted Territory
Australia, Canada and Japan;
Securities Act
the US Securities Act of 1933, as amended;
23
Transaction Agreements
the Placing Agreement and the subscription and transfer
agreement (including the preference share term sheet) and
the option agreement to be entered into by the Company,
JerseyCo and JPMC in connection with the Transaction;
Transaction Documents
the Acquisition Announcement, this Announcement, and the
Placing Results Announcement;
UBS
UBS Limited, a company registered in England and Wales
with number 02035362 whose registered office is at
1 Finsbury Avenue, London EC2M 2PP;
UK
the United Kingdom of Great Britain and Northern Ireland;
UK Listing Authority or UKLA
the FCA in its capacity as the competent authority for the
purposes of Part VI of FSMA;
US or United States
the United States of America, its territories and
possessions, any State of the United States and the District
of Columbia; and
US
Securities
Commission
and
Exchange the US government agency having primary responsibility for
enforcing the federal securities laws and regulating the
securities industry/stock market.