Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its offering memorandum (through the incorporation of the preliminary or final prospectus) to the effect that the filer has made an application to the FCA for all of the issued and to be issued Shares of the Company to be admitted to the premium listing segment of the Official List of the FCA, and to London Stock Exchange plc for all of the Shares to be admitted to trading on the London Stock Exchange's main market for listed securities, when admission is expected to become effective, and when the over-allotment option will be exercisable.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).
May 12, 2014
Attention: Mr. Bruce Sheiner
Re: Canaccord Genuity Limited, on behalf of FatFace Group plc
Application for Permission to Make a Listing Representation
Further to your letter submitted on behalf of Canaccord Genuity Limited (the Filer) on behalf of FatFace Group plc (the Company) dated May 9, 2014 (the Application), we understand that:
1. The Company is incorporated under the Companies Act 2006 (United Kingdom) and registered in England and Wales with registered number 06148029.
2. The Company is contemplating an initial public offering of its Ordinary Shares (each a Share) and to have all of the issued and to be issued Shares of the Company be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the FCA) and to London Stock Exchange plc (the Offering).
3. The Company is not a reporting issuer in any jurisdiction in Canada.
4. The Offering is being made by way of prospectus (the Prospectus) in the United Kingdom and (i) in the United States only to qualified institutional buyers and (ii) to institutional investors outside of the United States including Ontario.
5. It is contemplated that the Offering will be made by way a private placement (the Private Placement) in the Canadian provinces of Ontario and Quebec.
6. In connection with the Private Placement, it is expected that prospective investors in Ontario and Quebec will be provided a preliminary and final Canadian offering memorandum that includes, as applicable, the preliminary or final Prospectus (collectively the Offering Memorandums).
7. Each prospective investor in Ontario or Quebec will be an "accredited investor" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions and a "permitted client" in accordance with National Instrument 31-103 Registration Requirements and Exemptions.
8. The placement agent in Canada for the Private Placement (the Placement Agent) will, when distributing securities to residents of Ontario, rely on appropriate exemptions from the prospectus requirements and will either (i) rely on the "international dealer" exemption to the registration requirement, or (ii) be a dealer registered under the securities laws of Ontario.
9. The Offering Memorandum will contain representations identical or substantially similar to the following (the Listing Representations):
a. "Application has been made to the FCA for all of the issued and to be issued Shares of the Company to be admitted to the premium listing segment of the Official List of the FCA and to London Stock Exchange plc for all of the Shares to be admitted to trading on the London Stock Exchange's main market for listed securities."
b. "It is expected that Admission will become effective, and that unconditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on [•]. Settlement of dealings from that date will be on a three day rolling basis. Prior to Admission, conditional dealings in the Shares are expected to commence on the London Stock Exchange on [•]. Dealings on the London Stock Exchange before Admission will only be settled if Admission takes place."
c. "The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange."
10. No approval for the listing of the Shares on the London Stock Exchange, conditional or otherwise, has been granted, nor has such stock exchange consented to, nor indicated that they do not object to, the Listing Representations. The Company does not intend to apply to list the Shares on any other exchange or quotation system.
11. The Filer seeks permission to include the Listing Representations in the Offering Memorandums to be provided and made available to prospective Ontario purchasers.
Based upon the representations above and the representations contained in your Application, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations (through the incorporation of the preliminary or final Prospectus, as the case may be) in the Offering Memorandums to be provided to or made available to prospective Ontario purchasers.
Yours very truly,