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Britvic plc (BVIC)

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Tuesday 18 May, 2010

Britvic plc

Proposed Placing

RNS Number : 0865M
Britvic plc
18 May 2010
 



18th May 2010

 

BRITVIC plc ("BRITVIC" OR THE "COMPANY")

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

 

BRITVIC ANNOUNCES A PROPOSED PLACING OF UP TO 9.99 PER CENT. OF ITS ISSUED SHARE CAPITAL

 

The Company today announces its intention to conduct a non‑pre-emptive placing of up to approximately 21.7m new ordinary shares of twenty pence each (the "Placing Shares"), representing up to 9.99 per cent. of the Company's existing issued share capital (the "Placing"). 

The Placing, for which Citi and Nomura are acting as joint brokers and joint placing agents (the "Joint Placing Agents"), will be the subject of an accelerated bookbuild which will be launched immediately following this Announcement. 

The Company has also today announced in a separate announcement that it has entered into an agreement intended to lead to the purchase of Fruité Entreprises SA ("Fruité") for €237.0m (the "Acquisition Announcement") and has also published, in a separate announcement, its financial results for the 28 weeks ended 11 April 2010 (the "Results Announcement").

Reasons for the Placing

Proceeds of the Placing will be used to part-fund Britvic's expansion in Western Europe's dilutables and pure juice markets via its proposed acquisition of Fruité as set out in the Acquisition Announcement. This placing is not conditional on the closing of the acquisition.

Details of the Placing

The books will open with immediate effect and are expected to close later today, but in any event no later than 7 a.m. on 19 May 2010. The timing of the closing of the books, pricing and allocations may be accelerated or delayed at the sole discretion of the Joint Placing Agents.

The placing price in respect of the Placing Shares (the "Placing Price") will be determined by the Company and the Joint Placing Agents at the close of the bookbuilding process and an announcement will be made shortly thereafter.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all future dividends and other distributions declared, made or paid after the date of issue of the Placing Shares, including the interim dividend of 4.7 pence that is to be paid to holders of existing ordinary shares of the Company, on 2 July 2010.

Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and to be admitted to trading by the London Stock Exchange plc on its main market for listed securities (together, "Admission"). Admission is expected to take place on 21 May 2010. The Placing is conditional upon Admission becoming effective.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions contained herein and to be providing the representations, warranties and acknowledgments contained in the Appendix to this Announcement.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement.

In the unlikely event that completion of the acquisition does not take place, the Directors will assess the Group's ongoing funding needs taking account of their shareholder's best interests, but in the first instance intend to apply the net proceeds of the Placing to general corporate purposes and reduction of debt.

For enquiries:

Citigroup Global Markets U.K. Equity Limited


Andrew Seaton

+44 (0)20 7986 0960

Adam Lister

+44 (0)20 7986 9292

 

Nomura International Plc


Stephen Pull

+44 (0)20 7103 1095

Adam Wright

+44 (0)20 7103 1927

 

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate'', "target", "expect", "estimate", "intend", "plan'; "goal'; "believe", or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company's future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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 sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 the Joint Placing Agents or 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.

Citi and Nomura, each of whom is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for the Company and for no one else solely in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of each of the Joint Placing Agents nor for providing advice in relation to the Placing or any other matter referred to herein.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

This Announcement (including the Appendix) does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution in Australia, Canada, Japan or South Africa or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

This Announcement (including the Appendix) does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States (including its territories and possessions, any State of the United States and the District of Columbia). This Announcement (including the Appendix) is not for publication or distribution, directly or indirectly, in or into the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of Placing Shares is being made in the United States.

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (2) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) WHO ARE INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) WHO ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR (III) WHO ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BRITVIC PLC (THE "COMPANY").

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF ANY PLACING SHARES.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placees"), will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that:

(a)         it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

(b)         in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(i)          it is a Qualified Investor; and

(ii)         in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(A)         the Placing Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or 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 or in circumstances in which the prior consent of the Joint Placing Agents has been given to the offer or resale; or

(B)         where Placing Shares have been subscribed for and/or acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

The distribution of this Announcement and the Placing and/or offering or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Placing Agents that would permit an offering of such Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons to whose attention this Announcement is drawn are required by the Company and the Joint Placing Agents to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement or the Appendix should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. 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.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

Details of the Placing Agreement and the Placing Shares

The Joint Placing Agents have entered into a placing agreement with the Company (the "Placing Agreement") under which, subject to the satisfaction of certain conditions set out therein and the Placing Agreement not having been terminated, the Joint Placing Agents have agreed severally, as agents for and on behalf of the Company, to use their reasonable endeavours to procure Placees for the Placing, or failing which to acquire up to 21,780,153 new ordinary shares in the capital of the Company of twenty pence each at a price to be determined following completion of the Bookbuilding Process (as defined below).

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of twenty pence per share in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, including the interim dividend of 4.7 pence that is to be paid to holders of Ordinary Shares on 2 July 2010.

In this Appendix, unless the context otherwise requires, "Placee" means a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

Application for Listing and Admission to Trading

Application will be made to the UK Listing Authority (the "UKLA") for admission of the Placing Shares to the Official List of the UKLA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities (together "Admission").

It is expected that Admission will become effective at 8 a.m. on 21 May 2010 and that dealings in the Placing Shares will commence at that time.

Bookbuild

Commencing today, the Joint Placing Agents are conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Placing Agents will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may in their sole discretion determine. 

Participation in, and Principal Terms of, the Bookbuilding Process

1.   Citi and Nomura (whether themselves or through their Affiliates) are arranging the Placing as Placing Agents for the Company.

2.   Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Placing Agents.  The Joint Placing Agents and their Affiliates are entitled to participate as principal in the Bookbuilding Process.

3.   The Bookbuilding Process will establish a single price per Placing Share payable to the Joint Placing Agents by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Placing Agents and the Company following completion of the bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules as published by the FSA pursuant to Part VI of the FSMA. The Placing Price and the number of Placing Shares will be announced on the Regulatory Information Service ("RIS") no later than 8.00 a.m. on 19 May 2010 (the "Pricing Announcement").

4.   The Bookbuilding Process is expected to close later today, but in any event no later than 7 a.m. on 19 May 2010, but at the sole discretion of the Joint Placing Agents the timing of the closing of the books, pricing and allocations may be accelerated or delayed). The Joint Placing Agents may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right (upon agreement with the Joint Placing Agents) to reduce or seek to increase the amount to be raised pursuant to the Placing in its absolute discretion.

5.   Any person who wishes to participate in the Bookbuilding Process should communicate their bid by telephone to their usual sales contact at the relevant Joint Broker.  Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Joint Placing Agents or at prices up to a price limit specified in its bid.

6.   Each of the Joint Placing Agents reserves the right not to accept bids or to accept bids in part rather than in whole.  The acceptance of the bids shall be at the Joint Placing Agents' absolute discretion.

7.   A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Placing Agents, will not be capable of variation or revocation after the close of the Bookbuilding Process.

8.   Each prospective Placee's allocation will be confirmed orally by one of the Placing Agents following the close of the Bookbuilding Process. That oral confirmation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association.

9.   Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Placing Agents. The terms of this Appendix will be deemed incorporated by reference therein.

10.  Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Broker, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire.

11.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be made at the same time, on the basis explained below under "Registration and Settlement".

12.  All obligations under the Bookbuilding Process and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13.  By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14.  To the fullest extent permissible by law, neither of the Joint Placing Agents nor any of their Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Placing Agents nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Placing Agents' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Placing Agents and the Company may determine.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Placing Agents under the Placing Agreement are conditional upon, inter alia, certain publication of announcement obligations (including with respect to the Acquisition Announcement and the Pricing Announcement); the warranties in the Placing Agreement being true, accurate and correct and not misleading; the Company having performed all of its obligations under the Placing Agreement; the agreement entered into in relation to the proposed Acquisition not having been terminated and the Company having performed all of its material obligations thereunder; Admission occurring by 8.00a.m. on 21 May 2010; and allotment of the Placing Shares. The Joint Placing Agents have discretion to waive compliance with the conditions and/or agree an extension.

Neither the Company nor the Joint Placing Agents shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Placing Agents.

If any of the conditions contained in the Placing Agreement is not fulfilled or waived in writing by both of the Joint Placing Agents by the specified time or date (or such later time or date as the Company and the Joint Placing Agents may agree), the Placing Agents may terminate the Placing Agreement and the Placees' rights and obligations hereunder shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Right to Terminate the Placing Agreement

The Joint Placing Agents are entitled to terminate the Placing Agreement if:

 

(a) any of the conditions set out in the Placing Agreement (and as detailed above) not being satisfied or waived on or before the relevant time and/or date provided for in the Placing Agreement;

 

(b) the Company has failed to comply with any obligation under the Placing Agreement, save for those deemed to be immaterial in the context of the Placing;

 

(c) in the opinion of the Joint Placing Agents (acting in good faith), there has occurred any breach of any representation, warranty or undertaking in the Placing Agreement; or

 

(d) in the opinion of the Joint Placing Agents (acting in good faith), there has been a material adverse change in or affecting the condition (financial, operational, legal or otherwise) or the general affairs, management, earnings, financial prospects, shareholders' equity or results of operations of any material member of the Group or the Group as a whole, whether or not arising in the ordinary course of business.

 

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination or in respect of any accrued rights of the parties to the Placing Agreement) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, each Placee agrees with the Joint Placing Agents that the exercise by either of the Joint Placing Agents of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Placing Agents and that they need not make any reference to Placees and that they shall have no liability whatsoever to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the exercise of such rights.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix), the Acquisition Announcement, the Exchange Information (as defined below) and the Results Announcement.

Each Placee, by participating in the Bookbuild and, if relevant, the Placing, agrees that the content of this Announcement, the Acquisition Announcement and the Results Announcement released earlier today is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Joint Placing Agents or the Company and neither of the Joint Placing Agents nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges, agrees and warrants that it has relied on its own investigation of the business, financial or other position of the Company in participating in the Placing and with respect to the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B0N8QD54) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Placing Agents and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it at the Placing Price and containing settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Joint Placing Agents.

It is expected that settlement will be on 21 May 2010 in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing LIBOR as determined by the relevant Joint Broker.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Broker may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Broker's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

Representations and Warranties

Subject to such additional or different representations and agreements as may be made or deemed to be made by particular Placees, by participating in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such respective Placee) to the Company and the Joint Placing Agents that :

1.              it has read this Announcement in its entirety (including the Appendix) and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2.              it has received this Announcement solely for its use and has not redistributed or duplicated it;

3.              acknowledges that no prospectus or other offering document has been prepared in connection with the Placing;

4.              the Ordinary Shares are listed on the Official List, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

5.              the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Placing Agents, nor any of their Affiliates nor any person acting on behalf of the Joint Placing Agents or their Affiliates have or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company (including, but not limited to, the Acquisition Announcement) and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to acquire the Placing Shares is contained in this Announcement, the Results Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to acquire the Placing Shares and acknowledges that it is not relying on any investigation that the Joint Placing Agents, any of their Affiliates or any person acting on behalf of the Joint Placing Agents or their Affiliates may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

6.              it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7.              it has not relied on any information relating to the Company contained in any documents prepared by the Joint Placing Agents, any of their Affiliates or any person acting on behalf of the Joint Placing Agents or their Affiliates and understands that neither the Joint Placing Agents, nor any of their Affiliates nor any person acting on behalf of the Joint Placing Agents or their Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the announcement or otherwise; or (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the announcement or otherwise;

8.              it, or the beneficial owner, as applicable, is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities;

9.              it has the power and authority to carry on the activities in which it is engaged, to acquire the Placing Shares and to execute and deliver all documents necessary for such acquisition;

10.            it, and if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be residents of Australia, Canada, Japan or South Africa;

11.            the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any of the States of the United States, or under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

12.            if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;

13.            the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired by it in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

14.            it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

15.            it and any person acting on its behalf is a person falling within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

16.            it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

17.           it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

18.           it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);

19.            it is a qualified investor as defined in section 86(7) of the FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

20.            it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

21.           it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which would apply to it and that it, and any person acting on its behalf is incompliance with applicable laws in its jurisdiction of residence, the residence of the Company, or otherwise and that it has all necessary capacity and has obtained all necessary consents and authorisations;

22.           it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Placing Agents may in their sole discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23.            neither of the Joint Placing Agents, nor any of their Affiliates nor any person acting on behalf of the Joint Placing Agents or their Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Placing Agents' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24.            participation in the Placing is on the basis that it is not and will not be a client or customer of any Joint Broker and that no Joint Broker has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement;

25.            the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Joint Placing Agents nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Placing Agents in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of Nomura International Plc (CREST ID: 53401) who will hold them as nominee for the Placees of such shares until settlement in accordance with its standing settlement instructions;

26.            any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Placing Agents in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

27.            each of the Joint Placing Agents may (at its absolute discretion) itself agree to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so;

28.           the Company, the Joint Placing Agents and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Placing Agents on their own behalf and on behalf of the Company and are irrevocable;

29.            its commitment to subscribe Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Joint Placing Agents. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question.  Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Placing Agents shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and notify the Joint Placing Agents accordingly;

30.            no action has been or will be taken by any of the Company, the Joint Placing Agents or any person acting on behalf of the Company or the Joint Placing Agents that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

31.           it shall indemnify on an after tax basis and hold the Company and the Joint Placing Agents harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this appendix and further agrees that the provisions of this appendix shall survive after completion of the Placing; and

32.           it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

The representations, warranties, acknowledgements and undertakings contained in this letter are given to each of the Joint Placing Agents for themselves and on behalf of the Company and are irrevocable.

 

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Placing Agents will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Placing Agents in the event that any of the Company and/or either of the Joint Placing Agents has incurred any such liability to UK stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable to pay stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them for any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this Announcement may be subject to amendment.  The Joint Placing Agents shall notify the Placees and any person acting on behalf of the Placees of any changes.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Placing Agents, any money held in an account with either of the Joint Placing Agents on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Broker's money in accordance with the client money rules and will be used by the relevant Joint Broker in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Broker.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.  Each Placee and each person acting on behalf of the Placee acknowledges that none of the Joint Placing Agents, nor any of their respective affiliates, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, representations, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Placing Agents' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination rights.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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