DJ R.E.A. Holdings plc: placing of ordinary shares
R.E.A. Holdings plc (RE.)
R.E.A. Holdings plc: placing of ordinary shares
27-Sep-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
R.E.A. Holdings plc ("REA" or the "company")
Placing of ordinary shares
The company announces that it is making arrangements to place 3,441,000 new
ordinary shares of 25p each of the company (the "placing shares"),
representing some 9 per cent of the existing ordinary shares in issue, at a
subscription price of 145p per share (the "placing price").
The proceeds from the placing of the placing shares, which are estimated to
amount to GBP4.9 million (net of expenses of approximately GBP98,000), will be
applied in subscribing 85 per cent of a proposed share capital increase by
company's principal operating subsidiary, PT REA Kaltim Plantations ("REA
Kaltim"). The company's partners in the ownership of REA Kaltim, the PT
Dharma Nusantara Sakti group, have indicated that they will support the
capital increase by subscribing for the balance of 15 per cent (reflecting
their existing 15 per cent interest in REA Kaltim).
In this connection, the company has today entered into a placing agreement
with Mirabaud Securities Limited ("Mirabaud") pursuant to which the latter
has agreed to use its reasonable endeavours to procure, on the company's
behalf, subscribers for a total of 1,490,000 placing shares at the placing
price, payable in full on allotment (the "institutional placing"). Mirabaud
has successfully placed firm today all of the placing shares comprised in
the institutional placing. The terms and conditions of the placing are set
out in the appendix to this a nnouncement.
In addition, REA has agreed with Emba Holdings Limited ("Emba"), a company
owned by Mr R Robinow, a non-executive director of REA, and members of his
family, and a substantial shareholder of REA, that, subject to compliance
with the relevant regulatory requirements applicable to smaller related
party transactions pursuant to Listing Rule 11.1.10 R, Emba will participate
in the placing, which participation will entail REA issuing to Emba a
further 1,940,000 placing shares at the placing price. The issue of placing
shares to Emba (the "related party placing") will be confirmed by a further
announcement.
REA has also agreed with David Blackett, chairman of REA, and Carol Gysin,
managing director of REA, that they will each participate in the placing, in
the amount of, respectively, 10,000 and 1,000 further placing shares at the
placing price (the "directors' placing").
The institutional placing, the related party placing and the directors'
placing are conditional only upon admission of the new ordinary shares to
the premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market for
listed securities. It is expected that admission, for which the company will
make application, will become effective and that dealings in the new
ordinary shares will commence at 8.00 am on 2 October 2019.
In accordance with the Prospectus Regulation Rules issued by the Financial
Conduct Authority in compliance with relevant European law, the company is
not required to publish, and accordingly is not publishing, a prospectus in
connection with the issue of the placing shares.
The placing shares will, upon issue, rank pari passu in all respects with
the existing ordinary shares of the company and, in particular, will be
entitled to any dividends payable in respect of 2019. No such dividends have
been declared to date.
As a result of the issue of the placing shares, REA's issued share capital
will comprise 43,950,529 ordinary shares of 25p each and 72,000,000 9 per
cent cumulative preference shares of GBP1 each.
The number of votes that may ordinarily be cast on a poll at a general
meeting of REA and that attach to the issued ordinary shares is 43,950,529
(of which 132,500 are currently held as treasury shares) and to the issued
preference shares is nil. The above figures may be used by REA shareholders
for the calculations by which they determine whether they are required to
notify their interest in, or change of interest in, shares of REA, under the
Financial Conduct Authority's Disclosure and Transparency Rules.
Enquiries:
R.E.A Holdings plc
Tel: 020 7436 7877
Mirabaud Securities Limited
Tel: 020 3167 7220
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
COMES ARE REQUIRED BY THE COMPANY AND MIRABAUD SECURITIES TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF TRANSFERABLE SECURITIES TO THE
PUBLIC FOR THE PURPOSES OF SECTION 85 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE EXEMPT FROM THE GENERAL
RESTRICTION SET OUT IN SECTION 21 OF FSMA ON THE COMMUNICATION OF FINANCIAL
PROMOTIONS ON THE GROUNDS THAT THEY ARE DIRECTED ONLY AT: QUALIFIED
INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN 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 APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE 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 will be deemed to
have read and understood this Announcement in its entirety and to be making
such offer to acquire Placing Shares on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and undertakings
contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix have the
meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has
been invited to participate in the Placing by Mirabaud Securities.
Details of the Placing
Mirabaud Securities has today entered into the Placing Agreement under which
Mirabaud Securities has agreed on behalf of and as agents for the Company,
to use its reasonable endeavours to procure persons who will (subject to the
satisfaction or waiver of the conditions contained in the Placing Agreement)
subscribe for the Placing Shares at the Placing Price.
Application will be made for admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities ("Admission"). The Placing
Shares will be issued credited as fully paid and will on Admission rank in
full for all dividends and other distributions declared, paid or made after
Admission in respect of the Ordinary Shares and otherwise pari passu in all
respects with the existing Ordinary Shares of the Company.
Application for admission to trading
It is expected that Admission will become effective and that dealings in the
Placing Shares will commence at 8.00 a.m. on 2 October 2019
Participation in, and principal terms of, the Placing
Mirabaud Securities are arranging the Placing within the UK as agent for and
on behalf of the Company. Mirabaud Securities will determine in its absolute
discretion the extent of each Placee's participation in the Placing, which
will not necessarily be the same for each Placee. The Placing is not
underwritten. The price of securities and income from them may go down as
well as up and investors may not get back the full amount on disposal of the
securities.
Any indication in this Announcement of the price at which Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is 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.
On the assumption that the conditions set out in the Placing Agreement are
satisfied (or waived, where appropriate) and that the Placing Agreement does
not lapse and is not terminated in accordance with its terms on or prior to
8.00 a.m. on 2 October 2019 (or such later date, being not later than 8
October 2019 (the "Long Stop Date"), as Mirabaud Securities and the Company
may agree in writing), each Placee will be required to pay to Mirabaud
Securities on the Company's behalf, the Placing Price for each Placing Share
agreed to be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Mirabaud Securities and the
Company. Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Mirabaud Securities, to pay to it (or as it may direct)
in cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to subscribe for. Each
Placee will be deemed to have read and understood the Appendix in its
entirety, to be participating in the Placing upon the terms and conditions
contained in the Appendix, and to be providing the confirmations,
representations, warranties, agreements, acknowledgements and undertakings,
in each case as contained in the Appendix. Save in the event of fraud on its
part (and to the extent permitted by the rules of the FCA (the "FCA
Rules")), neither (i) Mirabaud Securities, (ii) its directors, officers,
employees or consultants, nor (iii) to the extent not contained within (i)
or (ii), any person connected with Mirabaud Securities as defined in the FCA
Rules ((i), (ii) and (iii) being together "affiliates" and individually an
"affiliate"), shall have any liability to Placees or to any person other
than the Company in respect of the Placing and that where any such liability
nevertheless arises as a matter of law each Placee will immediately waive
any claim against any affiliates which it may have in respect thereof.
Conditions of the Placing
The Placing Agreement will be conditional, inter alia, on:
i) Admission having become effective by no later than 8.00 a.m. on 2
October 2019 (or by such later date as the Company and Mirabaud Securities
may agree, being no later than the Long Stop Date);and
ii) the Company having complied with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission.
If any of the conditions contained in the Placing Agreement are not
satisfied (or, where applicable, waived) or it has become incapable of being
satisfied on or before 8.00 a.m. on 2 October 2019 or such later date as
Mirabaud Securities and the Company may agree in writing (but being not
later than the Long Stop Date) the Placee's rights and obligations hereunder
shall cease and determine at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof. All obligations assumed by the
Placee under the terms and conditions of this Announcement are given to
Mirabaud Securities in its capacity as agent for the Company and are
therefore directly enforceable by the Company.
By accepting Placing Shares, each Placee irrevocably agrees that: (i) the
Company and Mirabaud Securities may jointly, in their absolute discretion,
exercise the right to extend the time for fulfilment of any of the
conditions to the Placing Agreement (provided that Admission occurs not
later than the Long Stop Date) waive, in whole or in part, fulfilment of
certain of the conditions to the Placing Agreement and may terminate the
Placing Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee. Any such extension or waiver will not
affect the Placees' commitments. If there is any change to the timetable the
Placees will be notified at the first practicable opportunity.
Termination of the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given by
the Company for the benefit of Mirabaud Securities and indemnities given by
the Company relating to certain potential liabilities of Mirabaud
Securities. In addition, Mirabaud Securities has certain rights to terminate
the Placing Agreement at any time prior to Admission, inter alia, in the
event of force majeure or a breach of warranty which is material in the
context of the Placing. In the event that Mirabaud Securities exercises
these rights, all obligations and liabilities owed by the Placees will cease
and Mirabaud Securities will cause to be returned to the Placee, without
interest, all monies received from the Placee at the Placee's risk.
By participating in the Placing, Placees agree that the exercise by Mirabaud
Securities of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Mirabaud Securities and
that it need not make any reference to Placees and that it shall have no
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 FCA in relation to the Placing and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement (including the Appendix) released by the Company today, and
subject to the further terms set forth in the contract note to be provided
by Mirabaud Securities to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of
this Announcement (including the Appendix) is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information or representation concerning the Company, its
subsidiaries, the Placing or the Ordinary Shares. 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. Neither the
Company nor Mirabaud Securities nor any of their respective officers,
directors or employees 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.
Registration and settlement
Settlement of transactions in the Placing Shares through DIs following
Admission will take place within the system administered by CREST, subject
to certain exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to Placees in
certificated form if either Mirabaud Securities in its absolute discretion
considers this to be necessary or desirable.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally with Mirabaud Securities. Such agreement will
constitute a legally binding commitment on such Placee's part to acquire
that number of Placing Shares at the Placing Price on the terms and
conditions set out or referred to in the Appendix and subject to the
Company's Memorandum and Articles of Association.
After such agreement is entered into, each Placee allocated Placing Shares
in the Placing will be sent contract notes stating the number of Placing
Shares allocated to it at the Placing Price and settlement instructions (the
"Contract Note").
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Mirabaud
Securities. Settlement should be through Mirabaud Securities against CREST
ID: 834, account designation: Clearing. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 27 September 2019 and
settlement date of 2 October 2019.
The Company will deliver the Placing Shares to the CREST accounts operated
by Mirabaud Securities as agent for the Company and Mirabaud Securities will
enter its delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against payment.
Interest may be charged in respect of payments not received for value at
that time.
Whilst Mirabaud Securities do not believe there to be any liability to stamp
duty or stamp duty reserve tax in respect of the Placing Shares, should any
such stamp duty or stamp duty reserve tax be payable, it shall be entirely
for the Placee's account and neither the Company nor Mirabaud Securities
will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Mirabaud Securities may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the
proceeds, for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent or that
of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, represents, warrants and agrees
(as the case may be) with the Company and Mirabaud Securities the following:
1) it has read this Announcement, including the Appendix, in its entirety
and acknowledges and agrees that its participation in the Placing will be
governed by the terms of this Appendix;
2) its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances except
fraud;
3) that the exercise by Mirabaud Securities of any rights or discretion
under the Placing Agreement shall be within the absolute discretion of
Mirabaud Securities and Mirabaud Securities need not have any reference to
the Placee and shall have no liability to it whatsoever in connection with
any decision to exercise or not to exercise any such right and that it has
no rights against Mirabaud Securities or the Company, or any of their
respective directors and employees under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties Act) 1999;
4) that it is not relying on any information or representation or warranty
in relation to the Company or any of its subsidiaries or any of the
Placing Shares other than as contained in this Announcement (including the
Appendix) and that neither the Company nor Mirabaud Securities n nor any
of their respective officers, directors or employees will have any
liability for any such other information or representation;
5) it has relied on its own investigation of the business, financial or
other position of the Company in determining whether to participate in the
Placing and neither Mirabaud Securities nor the Company nor any of their
respective affiliates nor any person acting on behalf of any of them has
provided, and will not provide, any material regarding the Placing Shares
or the Company other than the contents of this Announcement;
6) that neither it nor, as the case may be, its clients expect Mirabaud
Securities to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability" imposed by
the FCA's Conduct of Business Source Book, and that Mirabaud Securities is
not acting for it or its clients, and that Mirabaud Securities will not be
responsible for providing protections afforded to its clients or for
providing advice in relation to the transactions described in this letter;
7) it is not a US Person (as defined below) or a national or resident of
Canada, Australia, the Republic of South Africa, Japan or a corporation,
partnership or other entity organised under the laws of the United States
of America (the "United States"), Japan, the Republic of South Africa or
any province of Canada or Australia and that it will not offer, sell,
renounce, transfer or deliver directly or indirectly any of the Placing
Shares in the United States, Japan, the Republic of South Africa or any
province of Canada or Australia or to or for the benefit of any US person
or any person resident in the Japan, the Republic of South Africa, or any
province of Canada or Australia and it acknowledges that the Placing
Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended, ("US Securities Act") and the relevant
exemptions are not being obtained from the Securities Commission of any
province of Canada and that the same are not being offered for sale and
may not be, directly or indirectly, offered, sold, renounced, transferred
or delivered in the United States, Japan, the Republic of South Africa or
any province of Canada or Australia unless pursuant to a relevant
exemption. In this Announcement, "US Person" means a citizen or resident
of the United States, a citizen or partnership or other entity created or
organised in or under the laws of the United States or any sub-division
thereof or therein and any estate or trustee which is subject to US
federal income taxation regardless of its source;
8) if it is a US person or in the United States, it meets the requirements
of qualified institutional buyers, as defined in Rule 144A under the US
Securities Act;
9) it understands that if it is in the United States or a US Person and it
decides to offer, sell or otherwise transfer any of the Placing Shares,
such securities may be offered, sold or otherwise transferred only (i) to
the Company, (ii) pursuant to an effective registration statement that
covers resale of the securities, (iii) outside the United States in
accordance with Rule 904 of Regulation S under the US Securities Act, or
(iv) within the United States in a transaction that does not require
registration under the US Securities Act (including, without limitation,
pursuant to Rule 144 or Rule 144A) and in any case in accordance with any
applicable securities laws of any state of the United States, and, with
respect to clauses (iii) and (iv), the Placee has, prior to such offer,
sale or transfer, furnished to the Company an opinion of counsel or other
evidence of exemption, in either case reasonably satisfactory to the
Company;
10) it understands that if it is in the United States or a US Person, the
Placing Shares shall only be eligible for settlement through CREST if
approved by the Company, and, if requested by the Company, the Placee
provides a signed letter addressed to the Company, containing certain
representations regarding compliance with US securities laws;
11) if any Ordinary Shares offered and sold pursuant to Regulation S are
issued in certificated form, then such certificates evidencing ownership
will contain a legend substantially to the following effect unless
otherwise determined by the Company in accordance with applicable law:
"THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT
IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."
12) if required by applicable securities laws or as otherwise reasonably
requested by the Company, the Placee will execute, deliver and file and
otherwise assist the Company in filing reports, questionnaires,
undertakings and other documents with respect to the issue of the Placing
Shares;
13) it is entitled to subscribe for 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 governmental and other consents which
may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result
in the Company or Mirabaud Securities or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection with the
Placing or its acceptance of Placing Shares and that its commitment
constitutes a valid and binding obligation on it;
14) it has obtained all necessary capacity, consents and authorities
(regulatory or otherwise) to enable it to give its commitment to subscribe
for the Placing Shares and to perform its subscription obligations;
15) it has such knowledge and experience in financial, business and tax
matters as to be capable of evaluating the merits and risks of its
investment in the Placing Shares and it is able to bear the economic risks
and complete loss of such investment in the Placing Shares;
16) it is acting as principal and for no other person and that its
acceptance of Placing Shares will not give a contractual right to require
the issue by the Company of any Placing Shares;
17) it will (or will procure that its nominee will), if applicable, make
notification to the Company of the interest in its shares in accordance
with the articles of association of the Company;
18) it is a Qualified Investor as defined in section 86(7) of FSMA and is
a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment professionals"
in Article 19(5) of the Order or (ii) who falls within Article 19(5) or
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;
19) if in a Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"),
the relevant Placee represents and warrants that:
a) it is a legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its corporate
purpose is solely to invest in securities; or
b) it is a legal entity which has two or more of:
i) an average of at least 250 employees during the last financial year;
ii) a total balance sheet of more than EUR 43,000,000; and/or
iii) an annual turnover of more than EUR 50,000,000, as shown in its last
annual or consolidated accounts; or
c) 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, (i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any Relevant Member State other than
Qualified Investors (as defined in the Prospectus Directive) or in
circumstances in which the prior consent of Mirabaud Securities has been
given to the offer or resale; or (ii) 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; or
d) such securities are sold in any other circumstance which does not
require the publication of a prospectus by the Company pursuant to Article
3 of the Prospectus Directive; or
e) it 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 that, unless otherwise agreed with the Company,
it (and any such account) is subscribing for the Placing Shares in an
"offshore transaction" (within the meaning of Regulation S under the US
Securities Act);
20) it is not, nor is it acting on behalf of, a person falling within
subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986;
21) that no instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) will be subject to stamp duty or SDRT at the
increased rates referred to in sections 67 or 93 (Depository Receipts) or
section 70 or 96 (Clearance Services) of the Finance Act 1986;
22) that it irrevocably appoints any director of Mirabaud Securities as
its agent for the purpose of executing and delivery 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 offered to it by
Mirabaud Securities;
23) that if it elects to receive its Placing Shares in uncertificated
form, the CREST member account identified in the Contract Note returned by
it is not marked;
24) to indemnify and hold the Company and Mirabaud Securities harmless
from any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach by it
(or any person on whose behalf it is acting) of the representations,
warranties, acknowledgements, agreements and undertakings contained in
this appendix and further agrees that the provisions of this appendix
shall survive after completion of the Placing;
25) that its obligations will be owed to the Company and Mirabaud
Securities and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Mirabaud Securities , to pay
to Mirabaud Securities (or as it may direct) in cleared funds an amount
equal to that shown in the Contract Note;
26) that any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws
of England and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such
contract;
27) that the Company and Mirabaud Securities will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements
and undertakings which are given to Mirabaud Securities on its own behalf
and on behalf of the Company and are irrevocable;
28) it is aware of, have complied with and will continue to comply with
any obligations it has under the FCA's Money Laundering Rules, the
Criminal Justice Act 1993, FSMA, the Terrorism Act 2000, the Anti
Terrorism Crime and Security Act 2001 and the Proceeds of Crime Act 2002
to the extent applicable to it and in respect of its subscription for
Placing Shares: (i) it has complied fully with its obligations pursuant to
the Money Laundering Regulations 2007; and (ii) it will provide Mirabaud
Securities and/on demand with any information it may require for the
purposes of verification under the Money Laundering Regulations 2007;
29) that to ensure compliance with the FCA's Money Laundering Rules, the
Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the
Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (as
applicable) each of Mirabaud Securities may, in its absolute discretion,
require verification of the Placees identity to the extent that it has not
already provided the same. Pending the provision to Mirabaud Securities of
evidence of identity, definitive certificates in respect of Placing Shares
may be retained at its absolute discretion. If within a reasonable time
after a request for verification of identity Mirabaud Securities has not
received evidence satisfactory to it, Mirabaud Securities may, at its
absolute discretion, terminate the proposed issue of Placing Shares to the
Placee in which event the monies payable on acceptance of the allotment
will, if paid, be returned without interest to the account of the drawee
bank from which they were originally debited. No Placing Shares will be
placed with a Placee if before Admission its acceptance of any Placing
Shares is rejected pursuant to the Money Laundering Regulations 2007;
30) that it will not make any offer to the public of those Placing Shares
to be subscribed by it for the purposes of the Prospectus Regulation Rules
issued by the FCA.
31) that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has
the authority to give the statements set out herein) for investment
purposes only;
32) if the investor is a natural person, such investor is not under the
age of majority (18 years of age in the United Kingdom) on the date of
such investor's agreement to subscribe for Ordinary Shares under the
Placing and will not be any such person on the date any such Placing is
accepted;
33) that information provided by it to the Company and the Company's
registrars (the "Registrars") will be stored on the Company's and/or the
Registrars computer system(s). It acknowledges and agrees that for the
purposes of the Data Protection Act 1998 (the "Data Protection Law") and
other relevant data protection legislation which may be applicable, the
Company and the Registrars are required to specify the purposes for which
they will hold personal data. The Company and the Registrars will only use
such information for the purposes set out below (collectively, the
"Purposes"), being to:
i) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
ii) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
iii) provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares or as the Data
Protection Law may require, including to third parties outside the United
Kingdom or the European Economic Area;
iv) without limitation, provide such personal data to the Company and
Mirabaud Securities for processing, notwithstanding that any such party
may be outside the United Kingdom or the EEA States; and
v) process its personal data for the Company's or Registrars' internal
administration; and
34) that it has obtained the consent of any data subject to the Registrars
and the Company and their respective associates holding and using their
personal data for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive personal data for the purpose
set out in paragraph 33 above). For the purposes of this document, "data
subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The acknowledgements, undertakings, representations and warranties referred
to above are given to each of the Company and Mirabaud Securities (for their
own benefit, and where relevant, the benefit of their respective affiliates)
and are irrevocable. The Company and Mirabaud Securities will rely upon the
truth and accuracy of the foregoing acknowledgements, undertakings,
representations and warranties.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to
acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that Mirabaud Securities owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities
expected to be contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with
Mirabaud Securities, any money held in an account with Mirabaud Securities
on behalf of the Placee and/or any person acting on behalf of the Placee
will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. 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 Mirabaud
Securities' money in accordance with the client money rules and will be used
by Mirabaud Securities in the course of its own business and each Placee
will rank only as a general creditor of Mirabaud Securities.
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares to the
premium listing segment of the Official
List and to trading on the Main Market
for listed securities
"Announcement" means this announcement (including the
appendix to this announcement)
"Company" R.E.A. Holdings plc
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001) for the paperless settlement of
trades and the holding of
uncertificated securities operated by
Euroclear UK & Ireland Limited
"Directors" or "Board" the directors of the Company, or any
duly authorised committee thereof
"FCA" the Financial Conduct Authority in its
capacity as the competent authority for
the purposes of Part VI of FSMA
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Group" the Company, its subsidiaries and its
subsidiary undertakings
"London Stock Exchange" London Stock Exchange Plc
"Main Market" the Main Market of the London Stock
Exchange
"Mirabaud Securities" Mirabaud Securities Limited
"Official List" the official list of the FCA
"Ordinary Shares" ordinary shares of 25 pence each in the
capital of the Company
"Placing" the placing of the Placing Shares at
the Placing Price
"Placing Agreement" the agreement dated 27 September 2019
between the Company and Mirabaud
Securities relating to the Placing
"Placing Price" 145 pence per Placing Share
"Placing Shares" 3,441,000 new Ordinary Shares to be
issued by the Company
"Registrars" Link Asset Services
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
ISIN: GB0002349065
Category Code: IOE
TIDM: RE.
LEI Code: 213800YXL94R94RYG150
Sequence No.: 21497
EQS News ID: 881089
End of Announcement EQS News Service
(END) Dow Jones Newswires
September 27, 2019 02:00 ET (06:00 GMT)
