Abridged pre-listing statement

Transcription

1 Vivo Energy plc (Incorporated in England and Wales) (Registration number: ) (Share code: VVO) LEI: TR7V9QN896AU56 ISIN: GB00BDGT2M75 (the Company ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION This abridged pre-listing statement (the Abridged Pre-listing Statement ) is not a prospectus and not an offer or an advertisement of securities for sale, or solicitation of an offer to acquire, securities in any jurisdiction, including in the United States, Canada, Japan or Australia. 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. This Abridged Pre-listing Statement relates to the proposed listing of the Company and the simultaneous offer by the Selling Shareholders (as defined below) of certain number of Shares (as defined below) as further described below (the Offer ). The Company has been granted admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the FCA ) and to trading on the Main Market for listed securities of the London Stock Exchange plc (the LSE ) (together, "UK Admission") and for admission to listing and trading as a secondary inward listing in the 5379 Specialty Retailers sector of the Main Board of the JSE Limited (the JSE ) ( JSE Admission ) (JSE Admission, and together with UK Admission, Admission ). Admission is expected to take place with effect from the commencement of business on Thursday, 10 May Pursuant to the Offer, the Selling Shareholders (as defined below) intend to sell, in aggregate, approximately 332,274,959 Shares ( the Sale Shares ) to selected qualifying investors invited to participate in the Offer for an aggregate amount of approximately million, net of underwriting commissions and other estimated Offerrelated fees and expenses of approximately 14.8 million. The Sale Shares represent approximately 27.7% of the issued ordinary share capital of the Company following Admission. Capitalised terms not defined herein have the same meaning given to them in the Prospectus (which document has been approved by the JSE as a Pre-listing Statement in terms of the applicable listings requirements of the JSE (the Listings Requirements )) issued by Vivo Energy on Friday, 4 May 2018 (the Pre-listing Statement or Prospectus ). References herein to Vivo Energy or the Group mean the Company and Vivo Energy Holding B.V. ( VEH, the current holding company of the Vivo Energy group), together with its consolidated subsidiaries and subsidiary undertakings. Following the completion of a pre-listing reorganisation, the Company will own 100 percent of the share capital of VEH. The shareholders of VEH prior to Admission will be Vitol Africa B.V., HIP Oil 2 B.V., VIP Africa II B.V., HIP Oil B.V. (the Selling Shareholders ) as well as certain members of management, all of whom will exchange their shares in VEH for Shares in the Company prior to Admission. This Abridged Pre-listing Statement does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for Sale Shares, but is issued in compliance with the Listings Requirements for the purpose of providing information with regards to Vivo Energy. Any offer to acquire Sale Shares pursuant to the Offer will be made, and any investor should make his or her investment decision, solely on the basis of the information that is contained in the Pre-listing Statement. This Abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is not complete and does not contain all of the information that a person should consider before investing in the Sale Shares. Investors should read the Pre-listing Statement carefully in its entirety, including the Risk Factors section, the financial statements provided and the notes to those financial statements. Copies of the Pre-listing Statement will be available to selected qualifying investors invited to participate in the Offer, from the Company and Bowman Gilfillan Inc. ( Bowmans ) at the addresses specified in paragraph 7. 4 May 2018 Abridged pre-listing statement 1

2 1. LISTING The JSE has granted Vivo Energy approval for admission to listing and trading as a secondary inward listing in respect of up to 1,200,000,000 Ordinary Shares on the 5379 Specialty Retailers sector of the Main Board of the JSE under the abbreviated name VIVO and under the share code VVO and ISIN: GB00BDGT2M75, from the commencement of trading on Thursday, 10 May OVERVIEW OF VIVO ENERGY The Group is a leading retailer and marketer of Shell-branded fuels and lubricants in Africa. The Group has a network of more than 1,800 service stations in 15 countries across North, West, East and Southern Africa, markets its products to commercial customers through its commercial fuels and lubricants businesses and exports lubricants to more than ten other African countries. At its service station locations, the Group also provides its customers with growing convenience retail and quick service and fast casual restaurant offerings (which includes cafés and bakeries) in partnership with major food and retail brands (available at approximately 54% of its company-owned service stations). The Group also offers other vehicle services including oil change and car wash facilities at its service stations. The Group benefits from an integrated business model owning or having access to approximately 943,000 cubic metres of fuel storage capacity at 97 locations across Africa and enjoys a strong overall market position in the countries it operates in, being either the number one or number two retailer of fuels by volume sold in 14 out of its 15 countries of operation. The Group was established in 2011 through the carve-out of Shell s African downstream business, excluding South Africa, Egypt, Reunion and Togo. Following the appointment of a new management team in 2012 that implemented a new performance-driven organisational structure, the Group embarked on its growth strategy to bring the Shell brand s unique combination of quality, technology and efficiency to the broadest base of retail and commercial customers. Since its inception, the Group has added more than 500 service stations to its retail network, and since 2014 it has expanded its convenience retail and quick service and fast casual restaurant offering by opening more than 450 new or redeveloped convenience retail or quick service restaurants at its service stations. The Group operates in three main segments: Retail Retail is at the heart of the Group s business and is driving its growth across Africa. The Retail segment comprises the Group s network of Shell-branded service stations, including company owned, dealer operated ( CoDo ), dealer owned, dealer operated ( DoDo ) and company owned, company operated ( CoCo ) service stations in 15 countries across Africa. The Group s retail offer includes high quality Shell-branded fuels and lubricants as well as convenience retail shops, quick service and fast casual restaurants (which includes cafés and bakeries), and other services including lubricant bays for oil change, car washes and banking services. Through partnerships, the Group has brought global brands such as KFC, Burger King and Brioche Dorée to certain African markets. In the year ended 31 December 2017 the Group opened 116 new service stations across Africa, increasing its total service station site offering to 1,829, making the Group the second largest retailer in Africa outside of South Africa in terms of number of sites. Also, the Group opened 66 new convenience retail shops and 43 new quick service and fast casual restaurants during the year. The Group estimates that its network serves approximately 700,000 retail customers every day based on 20 litres per 2

3 fill. The Retail segment accounted for 65.2% of the Group s revenues and 60.4% of the Group s Adjusted EBITDA in the year ended 31 December Commercial The Commercial segment comprises an integrated customer offer of fuels, lubricants and related products and services to commercial customers in the aviation, marine, mining and other sectors in Africa as well as the Group s LPG business. In the aviation sector, the Group sells aviation fuel under the Vitol Aviation brand at 23 airports in eight of the countries in which the Group operates. In the marine sector, the Group supplies fuels and lubricants to a growing number of private and merchant fleets, as well as naval customers, in seven of the countries in which the Group operates. In the mining sector, the Group sells fuels and lubricants with activities in ten of the countries in which the Group operates. In this segment, the Group works in close partnership with its mining customers to provide technical assistance to optimise usage of machinery and consumables to deliver long-term reductions in fuel and maintenance. Furthermore, the Group markets and sells LPG in cylinders in eight of its operating countries, owning bottling plants in six of these, and markets its products under three widely recognised brands: Shell Gas, Butagaz and Afrigas. The Commercial segment accounted for 29.7% of the Group s revenues and 28.4% of the Group s Adjusted EBITDA in the year ended 31 December Lubricants The Lubricants segment comprises sales of lubricants through the Group s retail service stations and other customer channels to commercial customers and distributors in the Group s countries of operation, as well as export sales to more than ten other African markets. The Group offers an extensive range of technology-leading lubricants covering sectors including consumer passenger cars, motorbikes, construction, manufacturing, mining, power and road transport. The Lubricants segment accounted for 5.1% of the Group s revenues and 11.2% of the Group s Adjusted EBITDA in the year ended 31 December The Group has a pan-african footprint operating in markets with strong population growth, increasing middle-class income levels, vehicle numbers, fuel and consumer demand and infrastructure development. Through its wide geographic reach, its integrated business model and focus on operational excellence, the Directors believe that the Group is well placed to capitalise on these macro growth drivers in all its business segments. The Directors also believe that the Group s existing markets continue to provide opportunities to further expand their service station network and enhance the Group s non-fuel offering through the opening of new convenience retail and food service formats at its service station locations. Additionally, the Directors believe that the Group, being the second largest retailer in Africa outside of South Africa in terms of number of sites, is well-positioned to benefit from potential future consolidation opportunities across the African continent. In December 2017, as part of the Group s strategy to continue expanding and diversifying its portfolio, the Group entered into an agreement to acquire the entire share capital of Engen International Holdings (Mauritius) Limited, an investment holding company that holds the retail and commercial fuel operations of Engen Holdings (Pty) Limited in ten countries in Africa (Democratic Republic of Congo, Gabon, Kenya, Malawi, Mozambique, Reunion, Rwanda, Tanzania, Zambia and Zimbabwe) (collectively, the EIHL Group ). Following the completion of the Engen Transaction, which is targeted for the third quarter of 2018, the Group expects to continue to operate the retail businesses under the Engen brand in the operating countries which will be new to the Group, wherever it makes commercial sense to do so. The Engen Transaction expands the Group s geographical footprint to a further nine African countries which the Group believes are high potential countries and adds more than 300 retail service stations to the Group s network. The Directors believe that there is an opportunity to replicate the 3

4 Group s successful business model, implement its strategy and drive growth and profitability in these countries. In the year ended 31 December 2016 the EIHL Group reported Adjusted EBITDA of approximately US$50 million. Further in line with its strategy, the Group also acquired 50% of Shell and Vivo Lubricants B.V. ( SVL ) which sources, blends, packages and supplies Shell-branded lubricants, on 19 December SVL owns two lubricant blending plants in Morocco and Kenya (50,000 and 30,000 metric tonnes of blending capacity per annum based on a single shift, respectively) and, through joint ventures, has access to four additional blending plants (Group s share of blending capacity per annum of 158,000 metric tonnes) across North and West Africa, bringing the manufacture of the Group s lubricants supply under greater control of the Group. The Group s vision is to become Africa s most respected energy business. The Group aims to do this by realising the full potential of its people and business partners and being recognised as the benchmark for quality, excellence, safety and responsibility in Africa s marketplace. FINANCIAL HIGHLIGHTS Year ended 31 December Gross Cash Profit (US$ 000) , , ,026 Retail , , ,434 Commercial , , ,601 Lubricants... 47,001 58,868 74,991 Gross Cash Unit Margin (US$/ 000 litres) Retail Fuel Commercial Lubricants EBITDA (US$ 000) , , ,092 Adjusted EBITDA (US$ 000) , , ,128 Retail , , ,026 Commercial... 76,356 82, ,978 Lubricants... 22,058 32,124 42,124 Adjusted EBIT (US$ 000) , , ,950 Adjusted Net Income (US$ 000)... 74, , ,592 Net Debt (US$ 000)... 90,494 (7,395) 366,454 Cash Conversion Margin... 82% 89% 88% ROACE... 15% 20% 28% Notes Gross Cash Profit : Gross Cash Unit Margin : EBITDA : Adjusted EBITDA : Adjusted EBIT : Net Debt : Cash Conversion Margin : ROACE : Capital Employed : gross profit before depreciation and amortisation recognised in cost of sales gross cash profit per unit (1,000 litres), excluding non-fuel retail profit before financing expense, financing income, income taxes and depreciation and amortisation charges on property, plant and equipment and intangible assets EBITDA before special items, being the impact of restructuring charges and other exceptional items that are not considered to represent the underlying operational performance profit before finance expense, finance income, income taxes and special items total borrowings and lease liabilities less cash and cash equivalents Adjusted EBITDA less maintenance capital expenditure divided by Adjusted EBITDA Adjusted EBIT after tax divided by average capital employed. Also called Return on Invested Capital (ROIC) net assets plus borrowings and lease liabilities minus cash and cash equivalents 4

5 3. RATIONALE FOR LISTING The Directors believe that the Offer and Admission will: Enable improved access to capital markets, thereby strengthening the Group s ability to execute its growth strategy successfully; Diversify the shareholder base; Enhance the Group s profile with investors, business partners and customers; Further enhance the ability of the Group to attract and retain key management and employees; and Create a liquid market in the shares for the shareholders. The Offer will also provide the Selling Shareholders a way to partially monetise their holding. No proceeds will be received by the Company pursuant to the Offer. 4. KEY STRENGTHS The Directors believe that the Group benefits from the following key business strengths: Market: compelling African consumer fundamentals Platform: pan-african, market-leading number one brand Business model: integrated, entrepreneurial and performance-driven Growth: organic and inorganic across fuel, convenience retail and quick service restaurants Financial model: resilient, strong earnings and high returns 5. BUSINESS STRATEGY The Group has five key strategic objectives: To remain a responsible and respected business in the communities in which it operates; To preserve its lean organisational structure and performance-driven culture; To maximise the value of its existing business; To pursue value accretive growth; and To maintain attractive and sustainable returns through disciplined financial management. 6. DIRECTORS The names, ages, nationalities and position of the Directors of Vivo Energy are set out in the table below. The business address of each of the Directors is the same address as Vivo Energy. Name, Age and Nationality John Daly 61 (Irish) Christian Chammas 63 (French) Johan Depraetere 50 (Belgian) Position Chairman Chief Executive Officer Chief Financial Officer 5

6 Thembalihle Hixonia Nyasulu 63 (South African) Javed Ahmed 48 (British) Temitope Lawani 47 (British, Nigerian) Carol Arrowsmith 64 (British) Christopher Rogers 58 (British) Senior Independent Director Non-Executive Director Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director 7. COMPANY INFORMATION The Company is a public limited company, incorporated on 12 March 2018 as a private company limited by shares in the United Kingdom and re-registered as a public limited company on 9 April 2018 with its registered office situated in England and Wales. The Company operates under the United Kingdom Companies Act The Company is not registered as an external company in South Africa. 8. IMPORTANT DATES AND TIMES Admission will take place on Thursday, 10 May 2018 at 9.00 a.m. (South African time). 9. COPIES OF THE PRE-LISTING STATEMENT The Pre-listing Statement is only available in English and copies may be obtained (by selected qualifying investors invited to participate in the Offer) during normal business hours from 09:00 to 17:00 from Friday, 4 May 2018 until Thursday, 10 May 2018 from Vivo Energy and Bowmans at the following addresses: Vivo Energy: 3rd Floor Atlas House, 173 Victoria Street, London, SW1E 5NA, UK Bowmans Gilfillan Inc: 11 Alice Lane, Sandton, Johannesburg 2196, South Africa The Pre-listing Statement may also be obtained on Vivo Energy s website ( 4 May 2018 Johannesburg Sponsor, Joint Global Co-ordinator and Joint Bookrunner J.P. Morgan Securities plc Joint Global Co-ordinators and Joint Bookrunners Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Joint Bookrunners 6

7 BNP PARIBAS FirstRand Bank Limited The Standard Bank of South Africa Limited JSE Sponsor J.P. Morgan Equities South Africa Proprietary Limited Enquiries Vivo Energy plc Rob Foyle, Head of Communications Media Enquiries Tulchan Communications LLP Martin Robinson, Toby Bates Sponsor, Joint Global Co-ordinator and Joint Bookrunner J.P. Morgan Securities plc James Janoskey, Barry Meyers, Virginia Khoo JSE Sponsor J.P. Morgan Equities South Africa Proprietary Limited Paul H. van Zijl Joint Global Co-ordinators and Joint Bookrunners Citigroup Global Markets Limited Miguel Azevedo, Hamza Girach, Patrick Evans Credit Suisse Securities (Europe) Limited Nick Koemtzopoulos, Stephane Gruffat, Chris Ennals Joint Bookrunners BNP Paribas Rand Merchant Bank, a division of FirstRand Bank Limited The Standard Bank of South Africa Limited Important notice Each of Citigroup Global Markets Limited ( Citigroup ), Credit Suisse Securities (Europe) Limited ( Credit Suisse ) and J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) ( J.P. Morgan ), which are authorised by the Prudential Regulation Authority (the PRA ) and regulated by the FCA and the PRA in the United Kingdom, BNP PARIBAS ( BNP Paribas ), which is supervised by the European Central Bank (the ECB ) and the Autorité de Contrôle Prudentiel et de Résolution (the ACPR ) (and its London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA), Rand Merchant Bank, a division of FirstRand Bank Limited ( RMB ), which is regulated by the South African Reserve Bank (the SARB ) and the Financial Services Board (the FSB ), The Standard Bank of South Africa Limited ( Standard Bank ), which is regulated by the SARB and J.P. Morgan Equities South Africa Proprietary Limited ( JPM SA ), which is regulated by the JSE (together with Citigroup, Credit Suisse, J.P. Morgan, BNP Paribas, RMB and Standard Bank, the Banks ), are acting exclusively for the Company and no-one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 7

8 This announcement is not for publication or distribution, directly or indirectly, in or into or from Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the Securities Act ) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States. In member states of the European Economic Area (each, a Relevant Member State ), this announcement and any offer if made subsequently is addressed and directed only at persons who are qualified investors within the meaning of the Prospectus Directive ( Qualified Investors ). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ), or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons. This announcement does not constitute or form a part of, any offer or invitation to sell, or issue or any solicitation of any offer or advertisement to purchase and/or subscribe for, Shares or any other securities of the Company in South Africa, including an offer to the public (as defined in the South African Companies Act No. 71 of 2008 ( South African Companies Act ), as amended) for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, Shares and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. In South Africa, this announcement is directed only at (i) selected persons falling within one of the specified categories set out in section 96(1)(a) of the South African Companies Act or (ii) selected persons who acquire, as principal, for Shares at a minimum aggregate acquisition price of R , as envisaged in section 96(1)(b), of the South African Companies Act (all such persons in (i) and (ii) being referred to as relevant persons ), and to whom the Offer will specifically be addressed, and only by whom the Offer will be capable of acceptance. The Offer and any other investment activity to which this announcement relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute a registered prospectus or advertisement, as contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the South African Companies and Intellectual Property Commission. The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (the FAIS Act ), as amended and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Shares or in relation to the business or future investments of the Company is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider as such term is defined in the FAIS Act. This announcement is not a prospectus and investors should not purchase any Shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus will be available from the Company s registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom, the office of Bowman Gilfillan Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa and on the Company s website at Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The 8

9 information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. This announcement includes forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as target, believe, expect, aim, intend, may, anticipate, estimate, plan, project, will, can have, likely, should, would, could and other words and terms of similar meaning or the negative thereof. Forward-looking statements may and often do differ materially from actual results. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forwardlooking statements reflect the Company s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group s business, results of operations, financial position, prospectus, growth or strategies and the industry in which it operates. Save as required by law or by the Listing Rules of the FCA, each of the Company, the Banks and their respective affiliates, as defined in Rule 501(b) of Regulation D of the U.S. Securities Act 1933, as amended, ( Affiliates ) expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Forward-looking statements speak only as of the date they are made. The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company s intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. In connection with the Offer of the Shares, each of the Banks and any of their Affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or dealing by, the Banks and any of their Affiliates acting in such capacity. In addition, the banks and any of their Affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of their Affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Banks nor any of their respective Affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer or any other information relating to the Group whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and each of their respective Affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their respective Affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Information to Distributors Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ( MiFID II ); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II 9

10 Product Governance Requirements ), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment ). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. 10