THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY TRANSFERABLE SECURITIES NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. IT IS NOT AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 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 OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Inland ZDP PLC
Issue of 1,488,800 new ZDP Shares
For release on 16 October 2018
Issue of ZDP Shares and use of proceeds
The Board of Inland ZDP PLC ("ZDPCo") is pleased to announce the issue of 1,488,800 new zero dividend preference shares of 10 pence each ("ZDP Shares") at a price of 152.15 pence each ("Issue Price"), subject to the admission of the ZDP Shares to listing on the Official List (by way of a standard listing under the Listing Rules) and to trading on London Stock Exchange plc's main market, for which applications have been made (the "Placing"). Dealings in the ZDP Shares are expected to commence at 8.00 am on 17 October 2018 ("Admission").
The terms and conditions of the Placing are set out in the Appendix to this announcement.
The gross proceeds of the Placing are up to £2,265,209 which ZDPCo will lend to its ultimate holding company, Inland Homes PLC ("Inland"), pursuant to an interest-free secured loan note to be entered into between ZDPCo and Inland on or shortly after Admission ("New Loan Note"). The New Loan Note will be on the same terms as the loan note entered into between ZDPCo and Inland on 20 December 2012 as amended on 13 August 2018. Inland will pay the costs of the Placing (estimated to be approximately £62,590) out of its own resources and will apply the proceeds of the Placing to invest in inventories, property development joint ventures or settle liabilities to vendors of development sites.
Rights of ZDP Shares
A ZDP Share is not an equity share and does not entitle the holder to any dividends, but it offers the holder a capital payment on a fixed date at a higher price than the initial subscription price, giving the holder a fixed return. The amount due to holders of ZDP Shares ("ZDP Shareholders"), which accrues over time, is accounted for as a liability rather than as share capital. ZDP Shareholders will receive no dividends, but are entitled to receive 201.4 pence per ZDP Share on 10 April 2024, when ZDPCo will be wound up in accordance with the terms of the ZDP Shares and the articles of association of the Company. This equates to a gross redemption yield on the 152.15p Issue Price of 5.25 per cent. per annum.
The new ZDP Shares will be identical in all respects to the zero dividend preference shares of 10 pence each of ZDPCo in issue at the date of this announcement ("Existing ZDP Shares") and, therefore, will benefit from the same security arrangements as described in the prospectus published by ZDPCo on 14 December 2012 (the "Prospectus") which were amended as described in the circular published by the Company on 19 July 2018, which are both available for download at http://www.inlandhomes.co.uk/inland-zdp-plc. In summary, these security arrangements require that Inland places the gross proceeds of the Placing in the Secured Account as Pledged Cash with first priority security over that account granted to ZDPCo. Amounts may be withdrawn by Inland from the Secured Account to fund the business, and reduce the debt, of the Inland Group subject to first ranking security over Pledged Assets being granted in favour of ZDPCo with sufficient value to satisfy 120 per cent. of the accrued capital entitlement of the ZDP Shares then in issue net of Pledged Cash.
Key information about the new ZDP Shares:
Expected admission date
8.00 am on 17 October 2018
ZDP Final Payment Date
10 April 2024
Issue price per ZDP Share
Final Capital Entitlement per ZDP Share
Redemption Yield at the Issue price
5.25 per cent. per annum
Key information about the total ZDP shares following the Placing:
Total number of ZDP Shares in issue
Initial Cover (IFRS book values)
Initial Cover (with EPRA revaluation adjustments)
Hurdle rate to receive the Final Capital Entitlement (IFRS)
-15.2 per cent. per annum
Hurdle rate to receive the Issue price (IFRS)
-16.5 per cent. per annum
The above Cover Ratio and Hurdle rates have been derived from the audited accounts of Inland Homes PLC as at 30 June 2018, calculated on the basis set out in the Prospectus, but adjusted further to reflect the increased number of ZDP Shares in issue following the Placing and the investment of the proceeds of the Placing in the Inland Group's business.
Capitalised words in this announcement and which are not otherwise defined in this announcement have the same meanings as in the Prospectus unless the context otherwise requires.
Stephen Wicks, Chairman of ZDPCo, said "The Inland group is continuously expanding its activities and this tap issue will provide a useful addition to the medium term capital available via the ZDP Shares".
For further information please contact:
Inland Homes PLC
Stephen Wicks, Chief Executive
Nishith Malde, Finance Director
Gary Skinner, Managing Director
Tel: 44 (0) 1494 762450
Inland ZDP Ticker: INLZ
Inland: Ticker: LSE: AIM: INL
EGR Broking Ltd
Adviser/Joint Broker to ZDPCo
Tel 44 (0)203 697 9496
Panmure Gordon (UK) Ltd
Nomad & Broker to INLAND
Tel: 44 (0) 20 7710 7600
IR & media relations consultants
Tel: 44 (0)20 3727 1000
INLAND identifies land in the South of England where it considers it to hold excellent potential for residential and mixed use development including commercial space. It then seeks to enhance its land value by obtaining planning permission before selling consented land onto housebuilders or building completed homes.
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 INLAND OR ZDPCO 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.
ALL INVESTMENTS ARE SUBJECT TO RISK. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RETURNS. THE VALUE OF INVESTMENTS MAY FLUCTUATE. RESULTS ACHIEVED IN THE PAST ARE NO GUARANTEE OF FUTURE RESULTS. THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE LEGAL, TAX OR ACCOUNTING ADVICE OR INVESTMENT RECOMMENDATIONS. PROSPECTIVE INVESTORS ARE ADVISED TO SEEK EXPERT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVICE BEFORE MAKING ANY INVESTMENT DECISION.
TERMS AND CONDITIONS OF THE PLACING
A Placee agrees to subscribe for those ZDP Shares allocated to it by Panmure Gordon (UK) Limited ("Panmure Gordon") and EGR Broking Limited ("EGR") (together the "Joint Brokers") at the Placing Price, subject to and conditional on, amongst other things the terms and conditions set out below, in the Placing Letter and the form of confirmation accompanying the Placing Letter.
1. PAYMENT FOR ZDP SHARES
1.1 Each Placee must pay the Placing Price for the ZDP Shares issued to the Placee in the manner and by the time directed by Panmure Gordon. If any Placee fails to pay the Placing Price as so directed and/or by the time required, the relevant Placee's application for ZDP Shares may, at the discretion of Panmure Gordon and EGR Broking, either be rejected or accepted and, in the latter case, paragraph 1.2 of these terms and conditions shall apply.
1.2 Each Placee is deemed to agree that if it does not comply with its obligation to pay the Placing Price for the ZDP Shares allocated to it in accordance with paragraph 1.1 of these terms and conditions and Panmure Gordon elects to accept that Placee's application, the relevant Placee shall be deemed hereby to have appointed Panmure Gordon or any nominee of Panmure Gordon as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the ZDP Shares allocated to the Placee in respect of which payment shall not have been made as directed, and to indemnify Panmure Gordon and its affiliates on demand in respect of any liability for any costs or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such ZDP Shares shall not release the relevant Placee from the obligation to make such payment for relevant ZDP Shares to the extent that Panmure Gordon or its nominee has failed to sell such ZDP Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, exceeds the Placing Price.
2 REPRESENTATIONS AND WARRANTIES
2.1 By agreeing to subscribe for ZDP Shares under the Placing, each Placee which enters into a Placing Commitment to subscribe for ZDP Shares will (for itself and any person(s) procured by it to subscribe for ZDP Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, Inland Homes and Link Asset Services (the "Registrars") and the Joint Brokers that:
2.1.1 in agreeing to subscribe for ZDP Shares under the Placing, it is relying solely on this announcement and the Placing Letter and not on any other information given, or representation or statement made at any time, by any person concerning the Company, Inland Homes or the Placing. It agrees that none of the Company, Inland Homes, the Joint Brokers or the Registrars, nor any of their respective officers, agents, or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
2.1.2 if the laws of any territory or jurisdiction outside England and Wales are applicable to its agreement to subscribe for ZDP Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Inland Homes, the Joint Brokers or the Registrars or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
2.1.3 it has carefully read and understands this announcement in its entirety and acknowledges that it is acquiring ZDP Shares on the terms and subject to the conditions set out herein and the articles of association of the Company (the "Articles") and agrees that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for the ZDP Shares;
2.1.4 it has not relied and will not rely on the Joint Brokers or any person affiliated with the Joint Brokers in connection with any investigation of the accuracy of any information contained in this announcement (or any other document/announcement) issued by the Company (or Inland Homes) prior to the Settlement Date;
2.1.5 the content of this announcement and any other document/announcement published by the Company (or Inland Homes) prior to the Settlement Date is exclusively the responsibility of the Company (or where applicable, Inland Homes) and its or their respective directors, and neither the Joint Brokers nor any person acting on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained herein or elsewhere issued or published by the Company (or Inland Homes) prior to the Settlement Date or any information published or issued by or on behalf of the Company or Inland Homes, and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained herein or in any other document/announcement;
2.1.6 it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained herein prior to the Settlement Date and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, Inland Homes, the Joint Brokers or the Registrars;
2.1.7 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);
2.1.8 if it is within the United Kingdom, it is a person who falls within Articles 19(5) or 49(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or it is a person to whom the ZDP Shares may lawfully be offered and is a person who is a professional client or an eligible counterparty within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the ZDP Shares may be lawfully offered under that other jurisdiction's laws and regulations;
2.1.9 if it is a resident in the European Economic Area ("EEA") (other than the United Kingdom): (a) it is a "qualified investor" within the meaning of the law in the relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive 2003/71/EC (as amended by the updated Prospectus Directive 2010/73/EU) (the "Prospectus Directive"); and (b) if that relevant Member State has implemented the Prospectus Directive, that it is a person to whom the ZDP Shares may lawfully be marketed under the Prospectus Directive or under the applicable implementing legislation (if any) of that relevant Member State;
2.1.10 in the case of any ZDP Shares acquired by a Placee as a financial intermediary within the EEA (other than the United Kingdom) as that term is used in Article 3(2) of the Prospectus Directive:
(a) the ZDP Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
(b) where ZDP Shares have been acquired by it on behalf of persons in any relevant Member State (other than the United Kingdom) other than qualified investors, the offer of those ZDP Shares to it is not treated under the Prospectus Directive as having been made to such persons;
2.1.11 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the ZDP Shares and it is not acting on a non-discretionary basis for any such person;
2.1.12 if it is outside the United Kingdom, neither this announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for ZDP Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or material could lawfully be provided to it or such person and ZDP Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
2.1.13 if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement subscribe for ZDP Shares under the Placing and will not be any such person on the date any such agreement to subscribe under the Placing is accepted;
2.1.14 it has complied and will comply with all applicable provisions of the Criminal Justice Act 1993 and the regulation (EU) No. 596/2016 of the European Parliament and of the Council of 16 April 2014 on market abuse with respect to anything done by it in relation to the Placing and/or the ZDP Shares;
2.1.15 it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted any presentation or offering materials concerning the Placing or the ZDP Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing ("US Person" as defined in Regulation S under the United States Securities Act of 1933 (as amended) (the "US Securities Act"); and "United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia);
2.1.16 it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 5 below;
2.1.17 it acknowledges that neither the Joint Brokers nor any of their affiliates, nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Brokers and that the Joint Brokers do not have any duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities otherwise required to be given by it in connection with its application under the Placing;
2.1.18 it acknowledges that where it is subscribing for ZDP Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account:
(a) to subscribe for the ZDP Shares for each such account;
(b) to make on each such account's behalf the representations, warranties and agreements set out in this announcement; and
(c) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and the Joint Brokers or any of them;
and it agrees that the provisions of this paragraph shall survive any resale of the ZDP Shares by or on behalf of any such account;
2.1.19 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the target market assessment undertaken by the Joint Brokers does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the ZDP Shares and each distributor is responsible for undertaking its own target market assessment in respect of the ZDP Shares and determining appropriate distribution channels;
(b) notwithstanding any target market assessment undertaken by the Joint Brokers, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the ZDP Shares and that it has considered the compatibility of the risk/reward profile of such ZDP Shares with the end target market; and
(c) it acknowledges that the price of the ZDP Shares may decline and investors could lose all or part of their investment; capital protection cannot be guaranteed on the ZDP Shares; and an investment in the ZDP Shares is compatible only with investors who do not need a guaranteed 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,
and for the purposes of this paragraph, "MiFID II Product Governance Requirements" means the product governance requirements contained within: (i) the Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; and (iii) local implementing measures; and "MiFID II" means the Directive 2014/65/EU and amending Directive 2002/92/EC and Directive 2011/61/EU, together with Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;
2.1.20 it irrevocably appoints any director of the Company and any director and/or authorised signatory of either of the Joint Brokers to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the ZDP Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
2.1.21 it accepts that if the Placing does not proceed or the new ZDP Shares for which valid applications are received and accepted are not admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities for any reason whatsoever then none of the Joint Brokers nor the Company, nor Inland Homes, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
2.1.22 in connection with its participation in the Placing it has observed all relevant legislation and regulations;
2.1.23 it acknowledges that the Joint Brokers, Inland Homes and the Company are entitled to exercise any of their rights in their absolute discretion without any liability whatsoever to it;
2.1.24 the representations, undertakings and warranties contained herein given by it are irrevocable. It acknowledges that the Joint Brokers, Inland Homes and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the ZDP Shares are no longer accurate, it shall promptly notify the Joint Brokers, Inland Homes and the Company;
2.1.25 where it or any person acting on behalf of it is dealing with the Joint Brokers, any money held in an account with either of the Joint Brokers on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require the Joint Brokers to segregate such money, as that money will be held by the Joint Brokers under a banking relationship and not as trustee;
2.1.26 any of its clients, whether or not identified to the Joint Brokers, will remain its sole responsibility and will not become clients of either of the Joint Brokers for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
2.1.27 it accepts that the allocation of ZDP Shares shall be determined by the Joint Brokers at their discretion having consulted with the Company and its advisers, and that the Joint Brokers may scale down any commitments for this purpose on such basis as it may determine;
2.1.28 time shall be of the essence as regards its obligations to settle payment for the ZDP Shares and to comply with its other obligations under the Placing;
2.1.29 its commitment to acquire ZDP Shares will be agreed orally with either of the Joint Brokers (as agent for the Company) and that a Contract Note or Placing Confirmation will be issued by Panmure Gordon as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding Placing Commitment upon that person (who at that point will become a Placee) in favour of the Company and Panmure Gordon to subscribe for the number of ZDP Shares allocated to it at the Placing Price on the terms and conditions set out in herein and, as applicable, in the Contract Note or Placing Confirmation. Except with the consent of Panmure Gordon, such oral Placing Commitment will not be capable of variation or revocation after the time at which it is made; and
2.1.30 its allocation of ZDP Shares under the Placing will be evidenced by the Contract Note or Placing Confirmation, as applicable, confirming:
(a) the number of ZDP Shares that such Placee has agreed to subscribe for;
(b) the aggregate amount that such Placee will be required to pay for such ZDP Shares; and
(c) settlement instructions to pay Panmure Gordon as agents for the Company.
2.1.31 The terms herein will be deemed to be incorporated into that Contract Note or Placing Confirmation.
2.2 The Company reserves the right to issue fewer than all of the ZDP Shares offered herein or to issue to any subscriber fewer than all of the ZDP Shares a subscriber has offered to subscribe.
3 MONEY LAUNDERING
3.1 Each Placee acknowledges and agrees that:
3.1.1 its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it represents and warrants that it is a person:
(a) subject to the Money Laundering Regulations 2017 in force in the United Kingdom; or
(b) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the "Money Laundering Directive"); or
(c) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; and
3.1.2 due to anti-money laundering and the countering of terrorist financing requirements, either of the Joint Brokers and/or the Company and/or their agents may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, the Joint Brokers, the Company and/or their agents may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify the Joint Brokers, the Company and their agents against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it.
4 DATA PROTECTION
4.1 Each Placee acknowledges that it has been informed that, pursuant to the General Data Protection Regulation 2016/679 (the "DP Legislation") the Company and/or the Registrars may hold personal data (as defined in the DP Legislation) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrars will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice, which is available for review on the Company's website http://www.inlandhomesplc.com/site-essentials/privacy-policy/ (the "Privacy Notice"), including for the purposes set out below (collectively, the "Purposes"), being to:
4.1.1 process the personal data to the extent and in such manner as is necessary for the performance of its obligations under its service contract, including as required by or in connection with the Placee's holding of ZDP Shares, including processing personal data in connection with credit and money laundering checks on the Placee;
4.1.2 communicate with the Placee as necessary in connection with its affairs and generally in connection with its holding of ZDP Shares;
4.1.3 to comply with the legal and regulatory obligations of the Company, and/or the Registrars; and
4.1.4 process the personal data for the Registrars' internal administration.
4.2 In order to meet the Purposes, it may be necessary for the Company, Panmure Gordon and the Registrars to provide personal data to:
4.2.1 third parties located either within, or outside of the EEA, if necessary for the Registrars to perform its functions, or when it is necessary for its legitimate interests, and in particular in connection with the holding of ZDP Shares; or
4.2.2 its affiliates, the Company (in the case of the Registrars) and their respective associates, some of which may be located outside of the EEA.
4.3 Any sharing of personal data by the Company, either of the Joint Brokers or the Registrars with other parties will be carried out in accordance with the DP Legislation and as set out in the Company's Privacy Notice.
4.4 By becoming registered as a holder of ZDP Shares a person becomes a data subject (as defined in the DP Legislation). In providing the Registrars with information, each Placee hereby represents and warrants to the Registrars that it has (i) notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Company's Privacy Notice and any other data protection notice which has been provided by the Company, Panmure Gordon, EGR and/or the Registrars; and (ii) where consent is legally required under applicable DP legislation, it has obtained the consent of any data subject to the Registrars and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out above in this paragraph 6).
4.5 Each Placee acknowledges that by submitting personal data to Panmure Gordon, EGR and/or the Registrars (acting for and on behalf of the Company) where the Placee is a natural person he or she has read and understood the terms of the Company's Privacy Notice.
4.6 Each Placee acknowledges that by submitting personal data to Panmure Gordon, EGR and/or the Registrars (acting for and on behalf of the Company) where the Placee is not a natural person it represents and warrants that:
4.6.1 it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to acquire or subscribe for ZDP Shares; and
4.6.2 the Placee has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.
4.7 Where the Placee acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Placing:
4.7.1 comply with all applicable data protection legislation;
4.7.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;
4.7.3 if required, agree with the Company, Panmure Gordon, EGR and the Registrars, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and
4.7.4 it shall immediately on demand, fully indemnify each of the Company, Panmure Gordon, EGR and the Registrars and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, Panmure Gordon, EGR and/or the Registrars in connection with any failure by the Placee to comply with the provisions set out above.
5 UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS
5.1 By participating in the Placing, each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for ZDP Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, Inland Homes, the Registrars and the Joint Brokers that:
5.1.1 it is either:
(a) not a US Person, is not located within the United States, is acquiring the ZDP Shares in an offshore transaction meeting the requirements of Regulation S and is not acquiring the ZDP Shares for the account or benefit or a US Person; or
(b) a US Person to whom ZDP Shares may be offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;
5.1.2 it acknowledges that the ZDP Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with all applicable state securities laws and under circumstances that would not require the Company to register under the United States Investment Company Act of 1940, as amended (the "US Investment Company Act");
5.1.3 it acknowledges that the Company has not and will not be registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;
5.1.4 unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the ZDP Shares or any beneficial interest therein constitutes or will constitute the assets of:
(a) an employee benefit plan as defined in Section 3(3) of ERISA that is subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA");
(b) a plan as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Code; or
(c) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Code. In addition, if a Placee is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Code, its purchase, holding, and disposition of the ZDP Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
5.1.5 if any ZDP Shares are issued to it in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:
INLAND ZDP PLC (THE COMPANY) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE US SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH DO NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON USING THE ASSETS OF (I) (A) AN ''EMPLOYEE BENEFIT PLAN'' AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA; (B) A ''PLAN'' AS DEFINED IN SECTION 4975 OF THE US CODE, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE US CODE; OR (C) AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE US CODE OR (II) A GOVERNMENTAL, CHURCH, NON-US OR OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-US LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE US CODE UNLESS THE PURCHASE, HOLDING OR DISPOSITION OF THE SECURITIES WILL NOT RESULT IN A VIOLATION OF APPLICABLE LAW AND/OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 503 OF THE US CODE OR ANY SUBSTANTIALLY SIMILAR LAW.
5.1.6 if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of its ZDP Shares, it will do so only in compliance with an exemption from the registration requirements of the US Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;
5.1.7 it is purchasing the ZDP Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the ZDP Shares in any manner that would violate the US Securities Act, the US Investment Company Act or any other applicable securities laws;
5.1.8 it acknowledges that the Company reserves the right to make inquiries of any holder of the ZDP Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such ZDP Shares or interests in accordance with the Articles;
5.1.9 it acknowledges and understands that the Company is required to comply with the United States Foreign Account Tax Compliance Act ("FATCA") and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;
5.1.10 it is entitled to acquire the ZDP Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the ZDP Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Registrars, the Joint Brokers or their respective members directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;
5.1.11 it has received, carefully read and understands this announcement, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted any presentation or offering materials concerning the ZDP Shares to within the United States or to any US Persons, nor will it do any of the foregoing; and
5.1.12 if it is acquiring any ZDP Shares as a fiduciary or agent for one or more accounts, the Placee has sole investment discretion with respect to each such account or authority to acquire such shares in respect of an advisory client and, in both cases, full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.
5.2 The Company, the Registrars, the Joint Brokers and their respective members directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
5.3 If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company, the Joint Brokers and the Registrars.
6 SUPPLY AND DISCLOSURE OF INFORMATION
If Panmure Gordon, EGR, the Registrars or the Company or any of their agents request any information about a Placee's agreement to subscribe for ZDP Shares under the Placing, such Placee must promptly disclose it to them.
7 NON UNITED KINGDOM INVESTORS
7.1 If the Placee is outside the United Kingdom, neither this announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for ZDP Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and ZDP Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements.
7.2 None of the ZDP Shares has been or will be registered under the laws of the United States, Canada, Australia, the Republic of South Africa or Japan. Accordingly, the ZDP Shares may not be offered, sold, issued or delivered, directly or indirectly, within any of the United States, Canada, Australia, the Republic of South Africa or Japan or to any US Person or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan unless an exemption from any registration requirement is available.
8.1 The rights and remedies of the Company, Panmure Gordon, EGR, the Registrars and Inland Homes under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
8.2 On application, if a Placee is a discretionary or advisory fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.
8.3 Each Placee agrees to be bound by the Articles once the ZDP Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for ZDP Shares under the Placing and the appointments and authorities mentioned herein and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, Inland Homes, Panmure Gordon, EGR and the Registrars, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.
8.4 In the case of a joint agreement to subscribe for ZDP Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.
8.5 The Joint Brokers and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the following conditions of the Placing.
8.5.1 Admission occurring not later than 8.00 a.m. on the Settlement Date, or such later time and date as the Joint Brokers may agree, being not later than 8.00 a.m. on 31 October 2018;
8.5.2 the Company allotting, subject only to Admission, the new ZDP Shares to be issued pursuant to the Placing; and
8.5.3 each condition to enable the new ZDP Shares to be issued pursuant to the Placing to be admitted as a participating security in CREST (other than Admission) being satisfied on or before 8.00 a.m. on the date of Admission as may be agreed by the Joint Brokers and the Company.