THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN LIKEWISE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF LIKEWISE GROUP PLC OR ANY OTHER ENTITY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH ANNOUNCEMENT (AS DEFINED BELOW), UNLESS THE CONTEXT PROVIDES OTHERWISE.
29 July 2026
Likewise Group plc
("Likewise", or the "Company")
Result of Oversubscribed Placing and Subscription
Likewise Group plc (AIM:LIKE) the fast-growing and progressive flooring distributor in the UK, announces that, further to the announcement made at 6:01 p.m. on 28 July 2026 (the "Launch Announcement") regarding the launch of the proposed Placing and Subscription, it has successfully completed and closed the ABB process. Following investor demand in excess of £27.2m, the Company is pleased to further announce that it has upscaled the Placing and Subscription to raise gross proceeds of approximately £28.5 million, taking the total Fundraising to £30.5 million assuming the Retail Offer is taken up in full.
The Placing and Subscription was oversubscribed at the Issue Price of 28.5 pence per share, a 14.9% discount to the closing share price of 33.5 pence per share on 28 July 2026.
As a result of the upsized Placing and Subscription, the Company has raised gross proceeds of approximately £28.5 million (before expenses) through the Placing of 89,473,686 New Ordinary Shares, and a Subscription for 10,526,314 New Ordinary Shares, at the Issue Price, and net proceeds of approximately £27.2 million after expenses associated with the Fundraise.
The Placing Shares and Subscription Shares represent 42.3% of the issued ordinary share capital of the Company prior to the Placing and Subscription.
Zeus Capital Limited ("Zeus Capital") is acting as nominated adviser and joint bookrunner in connection with the Placing and Subscription, alongside Ravenscroft Corporate Finance Limited ("Ravenscroft") which is also acting as joint bookrunner (together, the "Joint Bookrunners") in relation to the Placing.
Retail Offer
As announced in the Launch Announcement, the Company is launching a Retail Offer through the BookBuild Platform to raise gross proceeds of up to £2.0 million (before fees and expenses). The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same Issue Price as the Placing and Subscription.
Working Capital
The Directors are of the opinion, having made due and careful enquiry, that, taking into account the anticipated net proceeds of the Placing and Subscription and the existing cash resources available to the Company, the Company has sufficient working capital for its present requirements, that is for at least 16 months from the date of Admission.
Director and PDMR participation
Each of the Directors and certain PDMRs have subscribed for Placing Shares pursuant to the Fundraising. Details of their participation are outlined below:
|
Director / PDMR |
Position |
Existing shareholding (Number of Ordinary Shares) |
Number of new Ordinary Shares acquired |
Shareholding on Admission (Number of Ordinary Shares) |
% of the Enlarged Share Capital on Admission* |
|
Tony Brewer |
Chief Executive Officer |
27,461,241 |
160,263 |
27,621,504 |
7.7% |
|
Paul Bassi |
Chairman |
3,500,000 |
1,500,000 |
5,000,000 |
1.4% |
|
Andrew Simpson |
Non-executive director |
10,840,444 |
64,500 |
10,904,944 |
3.0% |
|
Mike Steventon |
Non-executive director |
142,857 |
104,815 |
247,672 |
0.1% |
|
Adrian Laffey |
Residential Director |
7,473,911 |
121,858 |
7,595,769 |
2.1% |
|
Ben Baker- Ashforth |
Head of Financial Accounting & Reporting |
- |
6,912 |
6,912 |
<0.1% |
Note: *assuming that the Retail Offer is taken up in full, and the Retail Offer Shares are issued and that there are no changes to the Existing Share Capital between the date of this Announcement and Admission, other than the issue of the Placing Shares and the Subscription Shares
Related Party Transactions
Tony Brewer, Paul Bassi, Andrew Simpson and Mike Steventon (the "Participating Directors"), each of whom is a Director and therefore a related party of the Company for the purposes of the AIM Rules, and Adrian Laffey and Ben Baker-Ashforth (the "Participating PDMRs"), both of whom are also a related party of the Company for the purposes of the AIM Rules, have conditionally agreed to subscribe for an aggregate of 1,958,348 Placing Shares in the Placing.
The participation of each of the Participating Directors and Participating PDMRs constitutes a related party transaction under Rule 13 of the AIM Rules.
As all the Directors have agreed to participate in the Fundraising, there is no independent Director to provide a fair and reasonable opinion statement on the Directors' participation for shareholders. Zeus (in its capacity as nominated adviser for the purposes of the AIM Rules) has considered that the participation of each of the Participating Directors is fair and reasonable insofar as the shareholders of the Company are concerned.
In the case of the participation by the Participating PDMRs, all the Directors are considered to be independent for the purposes of AIM Rule 13. Having consulted with Zeus as nominated adviser to the Company, the Directors consider that the participation of each of the Participating PDMRs in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.
Posting of Circular
The Conditional Placing, the Conditional Subscription and the Retail Offer will be conditional on, inter alia, the passing of the relevant Resolutions at the General Meeting. A circular containing further details of the Fundraising and Notice of General Meeting (together the "Circular") will be posted to Shareholders shortly after the results of the ABB and will be made available on the Company's website at www.likewiseplc.com/documents-reports-and-presentations.
Investor Presentation
The Company will provide a live presentation and Q&A for investors Retail Investors and any other interested parties via Investor Meet Company at 2:00 p.m. on 29 July 2026.
The presentation is open to all existing and potential shareholders. Questions can be submitted at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet Likewise via:
https://www.investormeetcompany.com/likewise-group-plc/register-investor
Investors who already follow Likewise on the Investor Meet Company platform will automatically be invited.
General Meeting
The Conditional Fundraising is subject to, inter alia, shareholder approval at the General Meeting to be held at 10:00 a.m. on 14 August 2026 at Unit 4 Radial Park, Radial Way, Birmingham Business Park, Solihull, Birmingham B37 7WN.
Admission
Applications will be made to the London Stock Exchange for the admission of the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM. It is currently expected that First Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 7 August 2026. The Firm Placing Shares and the Firm Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. It is currently expected that Second Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 17 August 2026. The Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
Tony Brewer, CEO, commented:
"We are delighted by the strength of demand, which saw the Fundraising oversubscribed, and are pleased with the level of support from our existing shareholders and are delighted to welcome a number of new investors to the register who share our vision for the business in its next stage of growth. We trust that the Retail Offer provides other shareholders the opportunity to participate also."
For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Tony Brewer, Chief Executive Officer.
|
For further information, please contact: |
|
|
Likewise Group plc Tony Brewer, Chief Executive |
Tel: +44 (0) 121 817 2900 |
|
Zeus (Nominated Adviser, Broker and Joint Bookrunner) Jordan Warburton / James Edis (Investment Banking) Dominic King / Fraser Marshall (Corporate Broking) |
Tel: +44 (0) 20 3829 5000 |
|
Ravenscroft (Joint Bookrunner) Jim McInnes / Natalie Le Cras |
Tel: +44 (0) 1481 735 340 |
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them ("PCA")
|
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
||||||||
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||||
|
a. |
Name |
1. Tony Brewer 2. Paul Bassi 3. Mike Steveton 4. Andrew Simpson 5. Adrian Laffey 6. Ben Baker-Ashforth |
||||||
|
2 |
Reason for notification |
|||||||
|
a. |
Position/Status |
1. CEO 2. Chairman 3. Non-Executive Director 4. Non-Executive Director 5. PDMR 6. PDMR |
||||||
|
b. |
Initial notification/ Amendment |
Initial Notification |
||||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a. |
Name |
Likewise Group plc |
||||||
|
b. |
LEI |
2138007L822RL2CXMV34 |
||||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a. |
Description of the financial instrument, type of instrument |
Ordinary shares of £0.01 ISIN: GB00BHNWH003 |
||||||
|
b. |
Nature of the transaction |
1. Purchase of Ordinary Shares of 1 pence each in the Company |
||||||
|
c. |
Price(s) and volume(s) |
|
||||||
|
d. |
Aggregated information |
Shares: 1,958,348 Price: 28.5 pence per New Ordinary Share Aggregated total: £558,129.18 |
||||||
|
e. |
Date of the transactions |
29 July 2026 |
||||||
|
f. |
Place of the transaction |
London Stock Exchange, AIM |
||||||
Cautionary statements
This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Joint Bookrunner's nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The new Ordinary Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than AIM.
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.
IMPORTANT NOTICES
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.
This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). This Announcement is not a "prospectus" within the meaning of the Companies (Jersey) Law 1991.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. Al offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.
The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (i) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (a l such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraise will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Zeus, Ravenscroft or their respective advisers (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its or their affiliates or agents as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of Zeus, Ravenscroft and/or any of their respective affiliates and/or by any of their respective representatives in connection with the Company, the Placing Shares or the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed by each of the Company, Zeus and Ravenscroft. No representation or warranty, express or implied, is made by Zeus, Ravenscroft and/or any of their respective affiliates and/or any of their respective representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefore is expressly disclaimed by each of the Company, Zeus and Ravenscroft.
Zeus is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively as nominated adviser, broker and joint bookrunner for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Zeus Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey Financial Services Commission (the "GFSC"), is acting as joint bookrunner exclusively for the Company and no one else in connection with the Placing and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Ravenscroft by the GFSC or the regulatory regime established thereunder, Ravenscroft accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Ravenscroft accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Zeus or Ravenscroft or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
The Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
INFORMATION TO DISTRIBUTORS
UK PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EEA PRODUCT GOVERNANCE
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 in the European Economic Area (together, the "MiFID II 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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.