Proposed placing to raise approx. £25mOctober 16, 2013
For immediate release
16 October 2013
Not for release, publication or distribution directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, the Republic of South Africa, THE REPUBLIC OF IRELAND, Japan, NEW ZEALAND or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or New Zealand. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
(“Globo” or “the Company”)
Globo (LSE-AIM: GBO), the international leader and technology innovator delivering enterprise mobility management and telecom software products and solutions, today announces that it intends to raise approximately £25 million by way of placing up to 33,880,800 shares, which is c.10 per cent. of the Company’s existing issued share capital (the “Placing Shares“) to institutional investors (the “Placing“).
The Placing will be conducted by way of an accelerated bookbuild process whereby RBC Europe Limited (trading as RBC Capital Markets) (“RBC“) will be acting as sole bookrunner in relation to the Placing. The book will open with immediate effect following this announcement.
The offer price of the Placing Shares, the number of Placing Shares and the aggregate proceeds to be raised through the Placing will be finally determined following completion of the bookbuild process. A further announcement in respect to these details will be made following completion of the bookbuild process. The timing of the closing of the book and allocations are at the discretion of RBC.
The Placing is being undertaken pursuant to a placing agreement entered into between Globo and RBC, whereby RBC has agreed to procure subscribers on a reasonable endeavours basis for the Placing Shares. The Placing is subject to the terms and conditions set out in the Appendix which forms a part of this announcement.
Use of Proceeds
The net proceeds of the Placing will be deployed by management to accelerate the roll out of GO!Enterprise in the US and Western Europe (including supporting and maximising the potential of the recently acquired Notify Technology platform) and to expand the Mobility Business Solutions division organically and with small bolt-on acquisitions.
For further details, please contact:
Costis Papadimitrakopoulos, CEO
RBC Capital Markets
(Nominated Adviser & Broker)
Stephen Foss, Pierre Schreuder or Daniel Conti
Simon Bloomfield or Fiona Scholes
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
IMPORTANT INFORMATION ON 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, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
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 DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”) (“QUALIFIED INVESTORS”); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (A) AND (B) 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 RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR 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.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
Placees will be deemed to have read and understood this announcement in its entirety and to agree to subscribe for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is acquiring the Placing Shares in an “offshore transaction” in accordance with Regulation S under the Securities Act; and
(c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of RBC has been given to each such proposed offer or resale.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering consistent with the Placing Letter.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.
Details of the Placing
RBC has today entered into an agreement with the Company (the “Placing Agreement“) under which, subject to the conditions set out therein, RBC (as Broker) has agreed to its reasonable endeavours to procure subscribers for the Placing Shares at a price to be determined following completion of the bookbuild process in respect of the Placing (the “Bookbuild“), as further described in this Announcement and as set out in the Placing Agreement. No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles of association of Globo, be credited as fully paid and will rank pari passu in all respects with the ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) then in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.
In this Appendix, unless the context otherwise requires, “Placee” means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Application for Admission
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM. It is expected that Admission will become effective at 8.00 a.m. on 22 October 2013 and that dealings in the Placing Shares will commence at that time (or such later date as may be agreed between Globo and RBC).
RBC will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
RBC and Globo shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
How to Participate in the Bookbuild Process
A Relevant Person who wishes to participate in the Bookbuild should communicate its bid by telephone either to its usual sales contact at RBC or to Duncan Smith on tel: +44 (0)20 7029 0266. If successful, an allocation will be confirmed orally following the close of the Bookbuild, and a conditional contract note will be dispatched as soon as possible thereafter.
Participation in, and principal terms of, the Placing
1. RBC (the “Broker”) is acting as broker and agent of Globo in respect of Placing of the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Broker. The Broker and its affiliates are each entitled to participate in the Placing as principal.
3. The Bookbuild will establish a single price payable in respect of the Placing Shares to RBC by all Placees whose bids are successful. The Placing Price and the number of Placing Shares to be issued will be agreed between RBC and the Company following completion of the Bookbuild. The Placing Price and the number and allocation of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4. Each prospective Placee’s Placing Participation will be determined by the Broker in its absolute discretion and confirmed orally and/or via written correspondence by the Broker as agent of Globo. That oral and/or written confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in the Appendix and in accordance with Globo’s articles of association.
5. The Bookbuild is expected to close no later than 6 p.m. (London time) on 16 October 2013 but may be closed earlier or later at the discretion of the Broker. The Broker reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Broker also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
6. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Broker as agent of Globo, to pay in cleared funds immediately on the settlement date in accordance with the Registration and Settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire in connection with the Placing, conditional upon Admission becoming effective.
7. Irrespective of the time at which a Placee’s Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.
8. Each Placee will be deemed to have read and understood the this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.
9. Completion of the Placing will be subject to the 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”. In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by you to us in respect of your Placing Participation will be returned to you at your risk without interest.
10. 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.
11. To the fullest extent permissible by law, neither (i) the Broker, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained in (i) or (ii), any person connected with the Broker 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 other person whether acting on behalf of a Placee or otherwise). In particular, neither the Broker nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker’s conduct of the Bookbuild or of such alternative method of effecting the Placing as the Broker and Globo may agree.
Conditions of the Placing
The Placing Agreement is conditional on, inter alia:
(a) Globo having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed or satisfied prior to Admission);
(b) Globo allotting, subject to Admission, the Placing Shares in accordance with the Placing Agreement;
(c) Admission taking place not later than 8.00 a.m. (London time) on 22 October 2013 or such later date as Globo and the Broker may otherwise agree (not being later than 8.00 a.m. on 29 October 2013; and
(d) agreement having been reached between Globo and RBC on the Placing Price and the number of Placing Shares.
If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Broker by the respective time or date where specified (or such later time or date as Globo and the Broker may agree), (ii) any of such conditions becomes incapable of being satisfied or (iii) the Placing Agreement is terminated, the Placing will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Broker may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement (to the extent permitted by law or regulations). Any such waiver will not affect Placees’ commitments as set out in this announcement.
None of the Broker, Globo or any other person 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 the Broker and Globo.
Termination of the Placing
The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to Globo if, inter alia:
(d) any of the warranties or representations given by Globo in the Placing Agreement is untrue, inaccurate or misleading in any material respect; or
(e) Globo fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or
(f) it comes to the notice of the Broker that a matter has arisen which is reasonably likely to give rise to a claim under any of the indemnities given by the Company contained in the Placing Agreement which is material in the context of the Placing; or
(g) it comes to the notice of the Broker that any statement contained in the Announcement (or the presentation, which was provided to certain prospective UK placees) has become untrue, incorrect or misleading in any respect which the Broker considers to be material in the context of the Placing or that any matter which the Broker considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or
(h) in the opinion of RBC there shall have occurred any Material Adverse Change since the date of this Agreement; or
(i) there has been (i) a declaration of a banking moratorium in the UK by the relevant authorities or there has been a material disruption to commercial banking or securities settlement or clearance services in the UK; or (ii) an outbreak or escalation of hostilities or acts of terrorism involving the UK or a declaration of a national emergency or war; or (iii) any other occurrence of any kind which (by itself or together with any other such occurrence) in the Broker’s reasonable opinion is likely to materially and adversely affect the market’s position or prospects of the Group taken as a whole; or (iv) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the Broker’s reasonable opinion is materially adverse in respect of the Placing.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from its respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or by the Broker of any other discretion under the Placing Agreement shall be within the absolute discretion of the Broker, as the case may be, and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus and Limitation of Liability
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 Globo today.
Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including the Appendix) is exclusively the responsibility of Globo and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Globo, the Broker or any other person (including but not limited to the investor presentation given by Globo in connection with its recent roadshow) and neither Globo, the Broker 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. No warranty or representation, express or implied, is given by Globo, the Broker or any other person in respect of any such information. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Globo 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 following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST“), subject to certain exceptions. Globo reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if in the Broker’ reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note (or in the case of certain overseas investors, a subscription letter) stating the number of Placing Shares to be allocated to it. 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 the Broker.
CREST participant ID of RBC:
17 October 2013
22 October 2013
ISIN code for the Placing Shares:
Deadline for input instructions into CREST:
3:00 p.m. (UK time) on 21 October 2013
Globo will deliver the Placing Shares to a CREST account operated by RBC as agent for Globo and RBC 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.
It is expected that settlement will be on 22 October2013, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these obligations, Globo may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for Globo’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):
1. represents and warrants to Globo and RBC that it has read this announcement, including this Appendix, in its entirety;
2. confirms that the exercise by RBC of any right of termination or any right of waiver exercisable by RBC contained in the Placing Agreement, without limitation, the right to terminate the Placing Agreement, is within the absolute discretion of RBC and neither will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;
3. acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
4. acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
5. acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on AIM, and Globo is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM listed company, without undue difficulty;
6. acknowledges that neither the Broker, Globo nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares, Globo or any other person other than this announcement; nor has it requested the Broker, Globo nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;
7. acknowledges that (i) it is not and, if different, the beneficial owner of the Placing Shares is not and at the time the Placing Shares are acquired will not be a resident of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or New Zealand, and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or New Zealand and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;
8. acknowledges that the content of this announcement is exclusively the responsibility of Globo and that neither the Broker nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of Globo 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 otherwise;
9. represents, warrants and agrees with Globo and RBC that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement and any information previously published by Globo by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Broker or Globo and neither the Broker nor Globo will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Globo in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation;
10. represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);
11. represents and warrants to Globo and RBC that it has complied with its obligations in connection with money laundering and terrorist financing under 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. If within a reasonable time after a request for verification of identity the Broker has not received such satisfactory evidence, the Broker may, in its absolute discretion, terminate your Placing Participation in which event all funds delivered by you to the Broker pursuant to this letter (if any) will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
12. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Broker has been given to the proposed offer or resale;
13. represents and warrants to Globo and RBC that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
14. represents and warrants to Globo and RBC that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to 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 any member state of the EEA within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
15. represents and warrants to Globo and RBC that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
16. represents and warrants to Globo and RBC that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
17. (a) represents and warrants to Globo and RBC that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated; and (b) represents and warrants that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive (including any relevant implementing measure in any member state);
18. represents and warrants to Globo and RBC that it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Globo, or otherwise;
19. represents and warrants to Globo and RBC, without prejudice to the generality of paragraph 18 above, either that it is outside of the United States, it is not a “U.S. person” and is subscribing for the Placing Shares in an “offshore transaction” (within the meaning of Regulation S under the Securities Act);
20. undertakes that it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers to the Placing or sold as the Broker may in its discretion determine and without liability to such Placee;
21. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire in connection with the Placing, and that Globo or the Broker may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
22. acknowledges that neither the Broker, nor any of its respective affiliates, nor any person acting on behalf of the Broker, 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 participation in the Placing is on the basis that it is not and will not be a client of the Broker and that the Broker has no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor 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;
23. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Broker nor Globo 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 it agrees to indemnify Globo and the Broker in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
24. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Globo or the Broker 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;
25. agrees that Globo and the Broker and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker on its own behalf and on behalf of Globo and are irrevocable;
26. agrees to indemnify and hold Globo and the Broker 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, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of the Appendix shall survive after completion of the Placing;
27. acknowledges that its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Globo’s conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Globo and the Broker;
28. the agreement to settle a Placee’s acquisition (and/or the acquisition by a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the acquisition by it and/or such person direct from Globo for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be acquired by, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, additional stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such additional stamp duty or stamp duty reserve tax, and neither Globo nor the Broker shall be responsible for such additional stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly;
29. acknowledges that no action has been or will be taken by any of Globo, the Broker or any person acting on behalf of Globo or the Broker that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and
30. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that 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 are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of Globo and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.
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 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 each Placee acknowledges and agrees that the Broker or any of their 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 the Broker, any money held in an account with the Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Broker’s money in accordance with the client money rules and will be used by the Broker in the course of its own business; and the Placee will rank only as a general creditor of the Broker. All times and dates in this announcement may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.
All times and dates in this Announcement may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The following definitions apply throughout this announcement:
the admission of the Placing Shares to trading on AIM becoming effective (pursuant to Rule 6 of the AIM Companies Rules)
the AIM, a market operated by The London Stock Exchange
AIM Companies Rules
the provisions of the AIM Rules for companies published by the London Stock Exchange (as amended or reissued from time to time)
AIM Nomad Rules
the provisions of the AIM Rules for Nominated Advisers published by the London Stock Exchange (as amended or reissued from time to time)
together the AIM Companies Rules and the AIM Nomad Rules
the bookbuilding exercise to be undertaken by RBC in respect to the Placing
Broker or RBC
Royal Bank of Canada Europe Limited (trading as RBC Capital Markets)
a day not being a Saturday, a Sunday or public holiday on which banks are open for business in the City of London
the Companies Act 2006 (as amended from time to time)
the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland is the Operator (as defined in the CREST Regulations)
the Uncertificated Securities Regulations 2001
the European Economic Area
Euroclear UK & Ireland
Euroclear UK & Ireland Limited, a company incorporated in England and Wales, being the Operator of CREST
the Financial Conduct Authority
the Financial Services and Markets Act 2000
Globo or the Company
Globo and its subsidiaries
means a parent undertaking (as defined by section 1162 CA 2006) or a holding company (as defined by section 1159 CA 2006) and in interpreting those sections for the purposes of this Agreement, a company is to be treated as the holding company or the parent undertaking as the case may be of another company even if its shares in the other company are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party’s nominee
London Stock Exchange
the London Stock Exchange plc
Material Adverse Change
any adverse change in, or any development, reasonably likely to involve an adverse change in the condition (financial, operational, legal or otherwise), earnings, business, management, property, assets, rights, results of operations or prospects of the Company or the Group which is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business
the meaning given to it in the CREST Regulations
ordinary shares of £0.01 each in the capital of Globo
persons procured by or on behalf of the Broker in accordance with the Placing Agreement to acquire Placing Shares pursuant to the Placing
the placing of the Placing Shares on the terms of the Placing Documents
the agreement entered into between the Broker and Globo in connection with the Placing
the U.S. letter agreement allowing the QIB investors to subscribe for the Placing Shares on the terms and conditions contained therein
a Placee’s allocation in the Bookbuild
the price at which the Placing Shares are to be issued pursuant to the Placing
up to 33,880,800 Ordinary Shares to be issued by Globo pursuant to the Placing
the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (including any relevant implementing measure in any member state)
qualified institutional buyers as defined in Rule 144A under the Securities Act
the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007
Regulation S under the Securities Act
Regulatory Information Service
any of the services set out on the list maintained by the London Stock Exchange as set out in the AIM Rules
has the meaning given to it in the terms and conditions of the Placing set out in the Appendix of this announcement
the US Securities Act of 1933 as amended
a subsidiary or a subsidiary undertaking as defined in sections 1159 or 1162 CA 2006 respectively and in interpreting those sections for the purposes of this Agreement, a company is to be treated as a member of a subsidiary or a subsidiary undertaking as the case may be even if its shares are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party’s nominee
the United Kingdom