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Hunting PLC (HTG)

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Friday 05 August, 2011

Hunting PLC

Placing Of New Ordinary Shares

RNS Number : 8224L
Hunting PLC
05 August 2011
 



THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

These written materials do not contain or constitute an offer of or the solicitation of an offer to buy or subscribe for securities to any person in Australia, Canada, Japan or the United States or in any jurisdiction in which such offer or solicitation is unlawful.  The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended or an exemption from, or in a transaction not subject to, registration.  Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act of 1933, as amended, or under the applicable securities laws of Australia, Canada or Japan.  There will be no public offer of the securities in the United States.

For Immediate Release

5 August 2011

 

 

Hunting plc

Hunting announces Placing of 13,175,838 new ordinary shares

Hunting PLC ("Hunting" or the "Company") (LSE: HTG), the international energy services group, today announces the fully underwritten placing of 13,175,838 new ordinary shares of 25 pence each in the share capital of the Company (the "Placing") representing approximately 9.9 per cent. of the Company's issued share capital immediately prior to the Placing.

BACKGROUND TO AND REASONS FOR THE PLACING

The proceeds from the Placing will be used to fund in part the proposed acquisition of TSI Acquisition Holdings, LLC which is the subject of another announcement from Hunting this morning (the "Acquisition Announcement and Trading Statement").  The Placing is not conditional on the closing of the acquisition. It is therefore possible that the Placing will complete and the acquisition of TSI Acquisition Holdings, LLC will not. In this event the Company will consider potential alternative uses for the net proceeds of the Placing, including these being utilised for alternative acquisitions, for other general corporate purposes or to be returned to the Company's shareholders in the most tax efficient manner achievable.

The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild") to be managed by Barclays Capital, the investment banking division of Barclays Bank PLC ("Barclays Capital") and RBS Hoare Govett Limited ("RBS Hoare Govett") who are each acting as bookrunners (the "Joint Bookrunners"). 

DETAILS OF THE PLACING

The Placing is subject to the terms and conditions set out in the Appendix. The Placing Price in respect of the Placing Shares (each as defined below) will be decided at the close of the Bookbuild. The book will open with immediate effect and is expected to close no later than 6 p.m. today.  The timing of the closing of the book may be closed earlier or later at the absolute discretion of the Joint Bookrunners.

The Placing has been fully underwritten by the Joint Bookrunners subject to the conditions and termination rights set out in the Underwriting Agreement between the Company, the Joint Bookrunners and DC Advisory Partners Limited ("DC Advisory"). Further details of the Underwriting Agreement can be found in the terms and conditions contained in the Appendix to this announcement under the heading "Participation in, and principal terms of, the Placing".

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 Hunting, including the right to receive all dividends and other distributions declared, made or paid after the date of the issue. Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority ("FSA") and to be admitted to trading by the London Stock Exchange on its main market for listed securities (together "Admission"). The Placing is conditional on 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 (including the Appendix) and the Acquisition Announcement and Trading Statement in each case in their entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties and acknowledgements 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.

 

ENQUIRIES

Hunting PLC

+44 (0)20 7321 0123

Dennis Proctor, Chief Executive


Peter Rose, Finance Director




DC Advisory Partners

+44 (0)20 7856 0999

Andrew Cunningham


Michelle Le Merre




Barclays Capital (Joint Bookrunner and Broker)

+44 (0)20 7623 2323

Alisdair Gayne


Bertie Whitehead

David Seal




RBS Hoare Govett (Joint Bookrunner and Broker)

+44 (0) 20 7678 8000

Stephen Bowler


Lee Morton


Max Jones




Buchanan Communications

+44 (0)20 7466 5000

Richard Darby


Jeremy Garcia


 

About Hunting

Hunting PLC is an international energy services provider to the world's leading upstream oil and gas companies. Established in 1874, it is a fully listed public company traded on the London Stock Exchange. The Company maintains a corporate office in Houston and is headquartered in London. As well as the United Kingdom, the Company has principal operations in Canada, China, Hong Kong, Indonesia, Mexico, Netherlands, Singapore, United Arab Emirates and the United States of America.

Forward-looking Statements

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Hunting'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. Hunting 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 Hunting's future financial position, income growth, impairment charges, business strategy, projected levels of growth in its markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations of Hunting 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, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond Hunting's control. As a result, Hunting's actual future results may differ materially from the plans, goals, and expectations set forth in Hunting's forward-looking statements. Any forward-looking statements made herein by or on behalf of Hunting speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange or applicable law, Hunting 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 Hunting'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 only and shall not constitute an offer to buy, sell, issue, or acquire or the solicitation of an offer to buy, sell or issue, or acquire 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 Hunting. 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 DC Advisory, the Joint Bookrunners 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 ("Publicly Available Information") to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Barclays Capital, which is authorised and regulated by the FSA, is acting exclusively for Hunting and for no one else in connection with the Placing and will not be responsible to anyone other than Hunting for providing the protections afforded to the customers of Barclays Capital or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.

 

RBS Hoare Govett, which is authorised and regulated by the FSA, is acting exclusively for Hunting and for no one else in connection with the Placing and will not be responsible to anyone other than Hunting for providing the protections afforded to the customers of RBS Hoare Govett Limited or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.

DC Advisory, which is authorised and regulated by the FSA, is acting exclusively for Hunting and no one else in relation to the Admission of the Placing Shares and will not be responsible to any person (including Placees) other than Hunting for providing the protections afforded to the customers of DC Advisory or for providing advice in relation to the Admission of the Placing Shares or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Hunting, DC Advisory or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Hunting, DC Advisory or the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

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.

Important information on the Placing

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 PURPOSE OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU), TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE 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 OR ACQUISITION OF ANY SECURITIES IN HUNTING.

By participating in the Bookbuild and the Placing, Placees (as defined below) will be deemed to have read and understood this announcement (including the Appendix) and the Acquisition Announcement and Trading Statement in their 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 herein. In particular each such Placee represents, warrants and acknowledges that:

(a)      It is a Relevant Person (as defined above) 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;

(b)      in the case of a Relevant Person in a member state of the EEA (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 acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be 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 Bookrunners  has been given to the offer or resale; or (b) where Placing Shares have been 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; and

(c)      it is outside the United States and is acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S ("Regulation S") under the US Securities Act of 1933 (the "Securities Act").

This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, to persons in the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of Hunting is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S.

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 or Japan. 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 or Japan.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this announcement 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 Hunting's website nor any website accessible by hyperlinks on Hunting's website is incorporated in, or forms part of, this announcement.



APPENDIX

 

Details of the Underwriting Agreement and of the Placing Shares

Hunting PLC ("Hunting") has today entered into an agreement (the "Underwriting Agreement") with Barclays Capital, the investment banking division of Barclays Bank PLC ("Barclays Capital"), RBS Hoare Govett Limited ("RBS Hoare Govett") who are each acting as bookrunners (the "Joint Bookrunners") and DC Advisory Partners Limited ("DC Advisory") under which, subject to the conditions set out therein, the Joint Bookrunners have agreed to use reasonable endeavours to procure Placees (as defined below), or failing which themselves to acquire 13,175,838 new ordinary shares in the capital of Hunting of par value 25p each (the "Placing Shares") at a price to be determined following completion of the Bookbuild (as described in this announcement and defined below).

The proceeds from the Placing will be used to fund in part the acquisition of TSI Acquisition Holdings, LLC which is the subject of another announcement from Hunting this morning, (the "Acquisition Announcement and Trading Statement"). The Placing is not conditional on the closing of the acquisition. It is therefore possible that the Placing will complete and the acquisition of TSI Acquisition Holdings, LLC will not. In this event the Company will consider potential alternative uses for the net proceeds of the Placing, including being utilised for alternative acquisitions, for other general corporate purposes or to be returned to the Company's shareholders in the most tax efficient manner achievable.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in Hunting, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of admission of the Placing Shares.

The allotment of the Placing Shares will be made by the Company to Placees in consideration for the transfer to the Company by RBS Hoare Govett of certain shares in a Jersey incorporated subsidiary of the Company.

In this announcement, unless the context otherwise requires, "Placee" means a person (including individuals, funds or others) by whom or 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 Financial Services Authority (the "FSA") for admission of the Placing Shares to the Official List of the FSA (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together "Admission").

It is expected that Admission will become effective on or around 10 August 2011 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees.  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 Bookrunners and Hunting shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine. 

Participation in, and principal terms of, the Placing

1.         Barclays Capital and RBS Hoare Govett are arranging the Placing as Joint Bookrunners and agents of Hunting.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners' agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

3.         The Bookbuild will establish a single price per Placing Share payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price").  The Placing Price will be agreed between the Joint Bookrunners and Hunting following completion of the Bookbuild.  Any discount to the market price of the existing ordinary shares of Hunting will be determined in accordance with the UKLA's Listing Rules.  The Placing Price and the number of Placing Shares will be announced on an FSA-listed regulatory information service, or if such a service is not operational, the Company Announcements Office of the London Stock Exchange (a "Regulatory Information Service") following the completion of the Bookbuild (the "Pricing Announcement").

4.         To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at any of the Joint Bookrunners.  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 Hunting and the Joint Bookrunners or at prices up to a price limit specified in its bid.  Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. Each of the Joint Bookrunners is arranging the Placing severally (and not jointly, or jointly and severally), as agents of Hunting.

5.         The Bookbuild is expected to close no later than 6 p.m. today but may be closed earlier or later at the absolute discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with Hunting, accept bids that are received after the Bookbuild has closed.  Hunting reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

6.         Each prospective Placee's allocation will be determined by the Joint Bookrunners in their sole discretion and will be confirmed orally by one of the Joint Bookrunners as agent of Hunting following the close of the Bookbuild.  That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with Hunting's articles of association and each Placee will be deemed to have read and understood this announcement (including this Appendix) and the Acquisition Announcement and Trading Statement in each case in their entirety. 

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

8.         Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay as principal to the relevant Joint Bookrunner (or as it may direct) in cleared funds at the time set out in paragraph 12 an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and Hunting has agreed to allot and issue to that Placee.

9.         Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Hunting and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Hunting (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. 

10.        A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted. 

11.        Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or Hunting using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.        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 required to be made at the same time, on the basis explained below under "Registration and Settlement".

13.        All obligations under the Bookbuild and 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 Underwriting Agreement". 

14.        By participating in the Bookbuild, each Placee will agree 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.

15.        To the fullest extent permissible by law, none of the Joint Bookrunners, nor DC Advisory, 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, none of the Joint Bookrunners, nor DC Advisory, nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and Hunting may agree.

Conditions of the Placing

The obligations of the Joint Bookrunners and DC Advisory under the Underwriting Agreement in respect of the Placing Shares are conditional on, inter alia: certain publication of announcement obligations; the warranties being true and accurate; fulfilment by Hunting of its material obligations; Admission taking place; allotment of the Placing Shares; and each of the Facility Agreement and the Merger Agreement having been executed and not having been terminated. The Joint Bookrunners have a discretion to waive compliance with the conditions (where capable of waiver) and/or agree an extension in time for their satisfaction.

Right to terminate under the Underwriting Agreement

The Joint Bookrunners and DC Advisory are each entitled to terminate the Underwriting Agreement in the following circumstances: (i) if there is a breach of the warranties given to the Joint Bookrunners and DC Advisory which is material in the context of Hunting, the Acquisition, the Placing, and Admission; or (ii) if any of the conditions have not been satisfied or waived by the Joint Bookrunners; or (iii) if Hunting's application to the FSA for Admission of the Placing Shares is withdrawn and/or refused by the FSA; or (iv) there shall have occurred any Material Adverse Effect (as defined therein); or (v) if there has occurred any material adverse change in any major financial market in the United States, the United Kingdom or any member of the European Union; or (vi) if trading in the ordinary shares of Hunting is suspended or limited by the London Stock Exchange; or (vii) if a banking moratorium has been declared; or (viii) there has occurred an adverse change or a prospective adverse change in United Kingdom taxation affecting the ordinary shares since the date of the Underwriting Agreement.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners or DC Advisory of any right of termination or other discretion under the Underwriting Agreement shall be within the absolute discretion of the Joint Bookrunners or DC Advisory as applicable, and that it need not make any reference to Placees and that the Joint Bookrunners and DC Advisory shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

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) released by Hunting today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) and the Acquisition Announcement and Trading Statement is exclusively the responsibility of Hunting and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Hunting, DC Advisory, the Joint Bookrunners or any other person and none of DC Advisory, the Joint Bookrunners or Hunting nor any of their respective affiliates 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 and agrees that it has relied on its own investigation of the business, financial or other position of Hunting in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Hunting reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if in the Joint Bookrunners' reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

Hunting will deliver the Placing Shares to a CREST account operated by any of the Joint Bookrunners as Hunting agent and the relevant Joint Bookrunner will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 10 August 2011 on a T + 3 basis in accordance with the instructions given to the Joint Bookrunners.

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 LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners 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 account and benefit of the Joint Bookrunners, 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 below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's 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.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) for itself and for any such respective Placee:

1          represents and warrants that it has read this announcement (including this Appendix) and the Acquisition Announcement and Trading Statement in their entirety 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          acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

3          represents and warrants that it has neither received nor relied on any non-public price sensitive information concerning Hunting in accepting this invitation to participate in the Placing;

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

5          acknowledges that none of the Joint Bookrunners nor DC Advisory nor Hunting nor any of their respective affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or Hunting other than this announcement and (in the case of Hunting) the Acquisition Announcement and Trading Statement; nor has it requested any of the Joint Bookrunners, Hunting or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

6          acknowledges that (i) it and each account it represents is not and at the time the Placing Shares are acquired will not be residents of Australia, Canada or Japan, and each of it and each account it represents is and at the time the Placing Shares are acquired will be (a) outside the United States, and (b) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S; and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

7          acknowledges that (i) it has made its own assessment of Hunting, the Placing Shares and the terms of the Placing based on this announcement and any information publicly announced to a Regulatory Information Service by or on behalf of Hunting prior to the date of this announcement (the "Publicly Available Information"), (ii) none of the Joint Bookrunners, DC Advisory, Hunting or their respective affiliates has made any representation to it, express or implied, with respect to Hunting, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, (iii) it may not rely, and has not relied, on any investigation that any of the Joint Bookrunners, DC Advisory or any person acting on its or their behalf may have conducted with respect to the Placing Shares or Hunting, and (iv) it has made its own investigation of the business, financial and other position of Hunting and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to  participate in the Placing;

8          acknowledges that the content of this announcement is exclusively the responsibility of Hunting and that none of the Joint Bookrunners, DC Advisory nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement or the Acquisition Announcement and Trading Statement or any information previously published by or on behalf of Hunting 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 further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement or the Acquisition Announcement and Trading Statement and any information previously published by Hunting by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Joint Bookrunners, DC Advisory or Hunting and none of the Joint Bookrunners or Hunting will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Hunting in respect of the Placing Shares and when deciding to participate in the Placing;

9          acknowledges that none of the Joint Bookrunners, nor DC Advisory, nor any person acting on behalf of them nor any of their respective affiliates has or shall have any liability for any publicly available or filed information or any representation relating to Hunting, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10         understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any other state or other jurisdiction of the United States; such Placing Shares are being offered and sold to it pursuant to Regulation S under the Securities Act, or another exemption from, or in a transaction not subject to the registration requirements of the Securities Act; the Placing Shares may not be offered, sold, pledged or otherwise transferred except in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act, pursuant to an exemption from registration under the Securities Act (if available), or pursuant to an effective registration statement under the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States;

11         agrees and undertakes that neither it nor any of its affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on its or their behalf, has engaged or will engage in any form of directed selling efforts (as such term is defined in Regulation S) with respect to the Placing Shares in the United States;

12         acknowledges that (i) the Hunting's ordinary shares are listed on the London Stock Exchange and Hunting is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of Hunting's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and that it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (ii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of Hunting, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning Hunting, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares. It acknowledges and agrees that it will not hold the Joint Bookrunners, DC Advisory or any of their respective affiliates, responsible for any misstatements in or omissions from any Publicly Available Information concerning Hunting including (without limitation) the Exchange Information;

13         represent and warrants that, where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account.  Each Placee agrees that the provisions of this paragraph 13 shall survive the resale of the Placing Shares by or on behalf of the managed accounts;

14         represents and warrants that, if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

15         acknowledges that Hunting, the Joint Bookrunners, DC Advisory and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that, (i) if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify Hunting, DC Advisory and the Joint Bookrunners and (ii) if it is acquiring any Placing Shares as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to, and does, make the acknowledgements, representations, warranties and agreements made herein on behalf of such account;

16         represents and warrants 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);

17         represents and warrants that 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 2007 (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;

18         if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

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

20         represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;

21         represents and warrants that 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 Financial Services and Markets Act 2000 ("FSMA") relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

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

23         represents and warrants that it is a "qualified investor" within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

24         represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;

25         undertakes that 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 persons or sold as the Joint Bookrunners may in their discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for 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;

26         acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

27         acknowledges that none of the Joint Bookrunners, nor DC Advisory, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Bookrunners or DC Advisory and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

28         undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners, DC Advisory or Hunting 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 Hunting, DC Advisory and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

29         acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England 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 English courts 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 Joint Bookrunners 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;

30         agrees to indemnify and hold Hunting, DC Advisory, the Joint Bookrunners and their respective affiliates 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

31         acknowledges that its commitment to acquire 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 Hunting conduct of the Placing.

The foregoing representations, warranties and confirmations are given for the benefit of Hunting as well as the Joint Bookrunners and DC Advisory.

The agreement to settle a Placee's acquisition (and/or the acquisition 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 acquisition by it and/or such person direct from Hunting of 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 Hunting nor DC Advisory nor the Joint Bookrunners 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 Bookrunners accordingly.

In addition, Placees should note that they will be liable for any 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 of any Placing Shares or the agreement by them to acquire for any Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges that neither DC Advisory, nor either of the Joint Bookrunners owe any fiduciary or other duties to any Placee in respect of any representations, warranties or undertakings in the Underwriting Agreement.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Joint Bookrunners, DC Advisory or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners any money held in an account with any of the Joint Bookrunners 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 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 Bookrunners' money in accordance with the client money rules and will be used by the relevant Manager in the course of its own business; and the Placee will rank only as a general creditor of the Joint Bookrunners.

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

 

 


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