BRAMMER PLC 
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES.
9 April 2014
Brammer plc
("Brammer", the "Company" or the "Group")
Placing to raise approximately £53.7 million
Introduction
Brammer, the leading pan-European added value distributor of industrial maintenance, repair and overhaul products, today announces a placing of 11,300,407 new ordinary shares of 20 pence each in the share capital of the Company (the "Placing Shares"), at a price of 475 pence per Placing Share (the "Placing Price") to raise approximately £53.7 million (gross) (the "Placing").
The Placing Shares represent approximately 9.6 per cent. of the existing issued share capital of Brammer and the Placing Price represents a discount of approximately 2.0 per cent. to the closing mid market price of 484.75 pence per Brammer ordinary share on 8 April 2014, being the latest practicable date prior to the publication of this announcement.
Reasons for the Placing
As demonstrated by the acquisition of Lönne Holding AS ("Lönne") in January 2014, the Board believes that selective bolt-on acquisitions will complement Brammer's successful organic growth strategy in expanding its geographical markets and extending its product range. At present the Group has signed letters of intent with, and is currently evaluating, a number of bolt-on acquisition opportunities across its chosen European markets. In addition, the Board expects that other new acquisition opportunities will arise going forward.
In considering such bolt-on acquisitions, the Board recognises the importance of the Group maintaining an appropriate capital structure. With the acquisition of Lönne for an aggregate initial cash consideration and assumed net debt at completion of approximately £38 million, the Group's pro forma net debt as at 31 December 2013 would have increased to approximately £90.8 million, representing a pro forma net debt / EBITDA multiple of 1.8x. While the Board remains comfortable with this level, it wishes to maintain appropriate flexibility to invest in organic growth initiatives and further acquisitions.
The proceeds of the Placing will provide the Group with the capability to pursue both these current and other value enhancing acquisition opportunities. The proceeds will be used to reduce the Group's borrowings in the short term and therefore the Placing is expected to be earnings dilutive in the current financial year. However, given the current pipeline of potential bolt-on acquisitions, the Group expects to have deployed the majority of the proceeds within the next 6-12 months. While the exact size and structure of these potential acquisitions are not certain, following the Placing the Board intends to maintain a target net debt / EBITDA multiple of around 1.5x in the medium term. The Board believes that this approach to the Group's leverage will provide an appropriate and robust capital structure for the continued successful development of the Group.
Current trading
Trading in the first quarter has reflected the modest improvement in the Group's markets first seen in the final quarter of last year. Revenues for the first quarter of 2014 on a Sales per Working Day basis are up 5% organically or 13% including Lönne, our recent Scandinavian acquisition. Whilst the pace of economic recovery in Europe remains uncertain at this early stage of the year, management's expectations for the full year remain unchanged, and the Board remains confident that the Group's growth drivers will ensure Brammer continues to perform well ahead of its markets.
Details of the Placing
Under the terms of the Placing, Brammer intends to place 11,300,407 Placing Shares, representing approximately 9.6 per cent of the current issued share capital of the Company, with certain existing shareholders and new institutional investors at the Placing Price. Members of the public are not entitled to participate in the Placing.
Investec and Peel Hunt, as agents for and on behalf of the Company, have agreed to procure Placees for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares. The issue of the Placing Shares is to be effected by way of a cashbox placing and will be made on a non-pre-emptive basis.
Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange for admission to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 14 April 2014 and that dealings in the Placing Shares will commence at that time.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement between the Company, Investec and Peel Hunt becoming unconditional and not being terminated, in accordance with its terms.
The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing and expressions used in this announcement shall have the meanings set out in the Definitions section of the Appendix.
Investec, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Peel Hunt, which is authorised and regulated by the FCA, and are both members of the London Stock Exchange, are acting exclusively for the Company in connection with the Placing and are not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this Announcement.
This Announcement has been issued by the Company 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 Investec, Peel Hunt 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.
Enquiries:
Brammer plc +44 (0) 156 575 6801
Bill Whiteley, Chairman
Ian Fraser, Chief Executive Officer
Paul Thwaite, Group Finance Director
Investec +44 (0) 20 7597 5970
Chris Treneman
James Rudd
Henry Reast
Peel Hunt +44 (0) 20 7 418 8900
Andy Crossley
Justin Jones
Mike Bell
Hudson Sandler +44 (0) 20 7796 4133
Andrew Hayes
Katie Matthews
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') 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 IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AS PROVIDED IN THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND THE RULES AND REGULATIONS THEREUNDER. THE PROPOSED OFFERING HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE PROPOSED OFFERING, IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.
This Announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and will be offered and sold only outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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.
Details of the Placing
Investec and Peel Hunt have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Investec and Peel Hunt, as agents for and on behalf of the Company, have agreed to procure Placees for the Placing Shares at the Placing Price. If Investec and Peel Hunt are unable to procure subscribers for all of the Placing Shares, each of them has agreed to subscribe for its proportionate share of the unsubscribed for Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares.
The Placing Agreement is conditional upon, amongst other things:
-- Admission occurring by 8:00am on 14 April 2014 (or such later time and date as Investec, Peel Hunt and the Company may agree, not being later than 8:00am on 30 April 2014); and
-- the obligations of Investec and Peel Hunt not having been terminated pursuant to the terms of the Placing Agreement.
The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Investec and Peel Hunt. Investec and Peel Hunt have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.
Investec and Peel Hunt may terminate the Placing Agreement in certain circumstances, details of which are set out below.
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.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Placing Shares to the Official List of the UK Listing Authority and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities.
It is expected that Admission will become effective at 8.00am on 14 April 2014 and that dealings in the Placing Shares will commence at that time.
Participation in the Placing
1. Investec and Peel Hunt are acting as joint bookrunners and as agents for the Company. Investec, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Peel Hunt, which is authorised and regulated by the FCA, and are both members of the London Stock Exchange, are acting exclusively for the Company in connection with the Placing and are not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this Announcement. Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by Investec and Peel Hunt. Investec and Peel Hunt and their affiliates are each entitled to participate in the Placing as principal.
2. The price per Placing Share ("Placing Price") is fixed at 475 pence and is payable to Investec or Peel Hunt by all Placees.
3. Each Placee's allocation will be confirmed orally to such Placee by Investec or Peel Hunt, as agent of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Investec and Peel Hunt to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Investec and Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec or Peel Hunt. The terms of this Appendix will be deemed incorporated in that contract note.
5. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Investec or Peel Hunt (as agent of the Company), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
6. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
9. By participating in the Placing, 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.
10. To the fullest extent permitted by law and applicable FCA rules, neither (i) Investec, (ii) Peel Hunt, (iii) any of their respective directors, officers, employees or consultants nor (iv) to the extent not contained with (i) to (iii), any person connected with Investec or Peel Hunt as defined in FSMA ((iii) and (iv) being together "affiliates" and individually an "affiliate" of Investec or Peel Hunt), shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, neither Investec nor Peel Hunt nor any of their affiliates shall have any liability in respect of Investec or Peel Hunt's conduct of the Placing or of such alternative method of effecting the Placing as Investec and Peel Hunt and the Company may agree.
Conditions of the Placing
Investec and Peel Hunt's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or having ceased to be true, accurate or having become misleading at any time before Admission, by reference to the facts and circumstances then subsisting, which in any such case is material;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(c) in the opinion of Investec and Peel Hunt, there having been no Material Adverse Change at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement);
(d) the Placing Agreement not having been terminated in accordance with its terms; and
(e) Admission occurring no later than 8.00 am on the Admission Date.
If (i) any condition contained in the Placing Agreement is not fulfilled or waived by Investec and Peel Hunt by the respective time or date specified (or such later time or date as the Company and Investec and Peel Hunt may agree), (ii) any such condition becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Investec and Peel Hunt may, at their discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that condition (e) above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
Neither Investec nor Peel Hunt nor the Company shall have any liability to any Placee (or to any other person, whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec and Peel Hunt.
Termination of the Placing Agreement
Investec and Peel Hunt are entitled, at any time prior to Admission, to terminate the Placing Agreement in the event that, amongst other things in Investec's and Peel Hunt's judgement:
(a) there has been a breach of any of the warranties under the Placing Agreement and/or the Company is in breach of any of its obligations under the Placing Agreement; or
(b) any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any respect, or there has been any material omission from any Placing Document; or
(c) subsequent to the execution of the Placing Agreement: (i) there has occurred any material adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; or (ii) trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange on any exchange or other over-the-counter market, or if trading generally on any stock exchange or in any over the counter market is disrupted or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Asia or in Europe, in the judgement of Investec and Peel Hunt; or (iii) a general moratorium on commercial banking activities in London or New York has been declared by the United States, the United Kingdom, the New York authorities or the European Central Bank or a suspension or material limitation in trading in securities, generally on the London Stock Exchange, the New York Stock Exchange or NASDAQ has occurred, or is likely to occur, in the judgement of Investec and Peel Hunt; or (iv) there has occurred, in the judgement of Investec and Peel Hunt, an adverse change (or a prospective adverse change) since the date hereof in the United Kingdom regarding Taxation affecting the Shares or the transfer thereof or exchange controls have been imposed by the United Kingdom.
Upon such termination, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement (except for any liability arising before or in relation to such termination), subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Investec and Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Investec and Peel Hunt and that they 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 or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Investec or Peel Hunt or any other person and neither Investec, Peel Hunt, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0001195089) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Investec and Peel Hunt reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Investec or Peel Hunt's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Following close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Investec and Peel Hunt, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec or Peel Hunt and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Investec or Peel Hunt.
The Company will deliver the Placing Shares to a CREST account operated by Investec and Peel Hunt as agents for the Company and Investec and Peel Hunt will enter their delivery (DEL) instruction into the CREST system. Investec and Peel Hunt will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on 14 April 2014 on a T+3 basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Investec and Peel Hunt.
Each Placee agrees that, if it does not comply with these obligations, Investec and Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Investec and Peel Hunt'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 contract note 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) that:
1. it has read this Announcement (including the Appendix) in its entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included herein and it will not redistribute or duplicate this Announcement;
2. no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing and nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish any prospectus or other offering document in relation to the Company;
3. the Ordinary Shares are listed on the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and/or the FCA (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
4. (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) none of Investec, Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Investec, Peel Hunt, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the content of this Announcement is exclusively the responsibility of the Company and that none of Investec, Peel Hunt, their affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;
6. none of Investec, Peel Hunt, the Company or any of their affiliates or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and that it has not received or relied on any information given, or any representations, warranties or statements made, by Investec, Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them and none of Investec, Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement. It has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
8. it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
9. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe at the Placing Price and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Investec or Peel Hunt determines;
10. it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
11. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
12. (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act;
13. it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
14. it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Investec or Peel Hunt in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
15. it is aware of and acknowledges that it is required to comply, it has complied and will continue to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
16. it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area 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 in and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive;
17. it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;
18. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is not acting on a non-discretionary basis and (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Investec and/or Peel Hunt for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
19. no action has been or will be taken by either the Company, Investec, Peel Hunt or any of their affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction;
20. it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
21. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, 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;
23. it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Investec, Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company, Investec and Peel Hunt on an after--tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Investec or Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
24. none of Investec, Peel Hunt, any of their affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
25. none of Investec, Peel Hunt, any of their affiliates or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Investec or Peel Hunt and that Investec and Peel Hunt have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
26. in order to ensure compliance with the Money Laundering Regulations 2007, Investec and Peel Hunt (for themselves and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec, Peel Hunt or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec and Peel Hunt's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's, Peel Hunt's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec or Peel Hunt (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec or Peel Hunt and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
27. Investec, Peel Hunt and their affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Investec and/or Peel Hunt and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither Investec nor Peel Hunt nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
28. these terms and conditions and 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 Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Investec or Peel Hunt 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;
29. the Company, Investec, Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Investec and Peel Hunt, on their own behalf and on behalf of the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of Investec and Peel Hunt as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
31. it will indemnify on an after-tax basis and hold the Company, Investec, Peel Hunt and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
32. (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing; and
34. time is of the essence as regards its obligations contained in this Appendix.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are irrevocable and are given by each Placee to each of Investec, Peel Hunt and the Company, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Investec will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Investec and Peel Hunt in the event that any of the Company and/or Investec and/or Peel Hunt has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Investec and Peel Hunt accordingly.
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 United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Investec and Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Investec and Peel Hunt or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Investec and/or Peel Hunt, any money held in an account with Investec or Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges and agrees 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 Investec's money in accordance with the client money rules and will be used by Investec and Peel Hunt in the course of their own business; and the Placee will rank only as a general creditor of Investec and Peel Hunt.
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.
All times and dates in this Announcement may be subject to amendment.
DEFINITIONS
In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission" admission of the Placing Shares to listing on the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange;
"Company" Brammer Group 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;
"Investec" Investec Bank plc;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act of 2000 (as amended);
"Group" the Company and its subsidiaries, subsidiary undertakings and associates from time to time and the expression a "member of the Group" shall be construed accordingly;
"London Stock
Exchange" London Stock Exchange plc;
" Material Adverse
Change" any adverse change in, or any development involving or reasonably likely to involve a prospective adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, prospects, assets, rights or results of operations of the Group which is material in the context of the Group as a whole, whether or not arising in the ordinary course of business;
"Ordinary Shares" ordinary shares of 20 pence each in the capital of the Company;
"Peel Hunt" Peel Hunt LLP;
"Placing" the placing of the Placing Shares by Investec and Peel Hunt as agent for and on behalf of the Company pursuant to the Placing Agreement and on and subject to the terms and conditions set out or referred to in this Announcement;
"Placing Price" 475 pence per Placing Share;
"Placing Shares" 11,300,407 new Ordinary Shares to be issued in connection with the Placing;
"UK" or "United
Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"United States" or
"USA" United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; and
"US Securities Act" the US Securities Act of 1933, as amended.
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