Pricing Announcement

RNS Number : 8457I

CPPGroup PLC

19 March 2010

 



TO BE RELEASED OUTSIDE THE UNITED STATES ONLY. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, SOUTH AFRICA OR JAPAN

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by CPPGroup Plc (the "Company", and the Company and its subsidiaries at the time of Admission (as defined below), the "Group", or "CPP") in connection with the admission of the ordinary shares of the Company ("Ordinary Shares") to the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). Copies of the Prospectus are available from the registered office of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA and the registered office of the Company at CPPGroup Plc, Holgate Park, York, North Yorkshire Y026 4GA.

FOR IMMEDIATE RELEASE                                                                              19 MARCH 2010

CPPGROUP PLC

ANNOUNCEMENT OF OFFER PRICE OF 235 PENCE PER ORDINARY SHARE

CPPGroup Plc today announces the pricing of its initial public offering of Ordinary Shares (the "Global Offer").

Highlights of the Global Offer

·     Offer price of 235 pence per Ordinary Share ("Offer Price")

·     Based on the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be approximately £396 million

·     The Global Offer comprises 12,765,957 new Ordinary Shares issued by the Company and 51,063,829 existing Ordinary Shares sold by certain shareholders (the "Selling Shareholders") (excluding any exercise of the over-allotment option), which together represent approximately 37.9% of the Company's enlarged issued share capital

·     At the Offer Price, the Company expects to raise gross proceeds of £30 million, and the Selling Shareholders expect to raise gross proceeds of £120 million (before any exercise of the over-allotment option), equating to a total offer size of £150 million

·     The Company will use the net proceeds received from the Global Offer to pay down part of the Group's existing net debt

·     The Directors of the Company believe that the IPO will position the Group for its next stage of development, will raise the profile of the Group, assist in retaining and incentivising employees and will provide it with a structure for future growth, including the flexibility to finance potential future acquisitions

·     In addition, the Global Offer will provide the founder and majority shareholder of the Company, Hamish Ogston with the opportunity to partly realise his investment in the Group

·     Following the Global Offer, Hamish Ogston will own approximately 61.9% of the Company's issued share capital (assuming no exercise of the over-allotment option)

·     Following the Global Offer, the Directors and Senior Managers of the Company will own approximately 62.1% of the Company's issued share capital (assuming no exercise of the over-allotment option)

Hamish Ogston has granted an over-allotment option to UBS, as stabilising manager, in connection with the Global Offer which may result in the sale of additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer, at the Offer Price. Were this over-allotment option to be exercised in full, Hamish Ogston would own approximately 58.1% of the Company's issued share capital.

Hamish Ogston, the Executive Directors and Senior Managers of the Company are subject to restrictions on the sale of their Shares for a period of 12 months following Admission.

Conditional dealings in the Shares are expected to commence on the London Stock Exchange from 8.00am today under the ticker symbol 'CPP'. Admission to the Official List of the UK Listing Authority and commencement of unconditional dealings in the Shares is expected to take place from 8.00am on 24 March 2010.

Full details of the Global Offer will be included in the Prospectus. 

Eric Woolley, CPP's Chief Executive Officer, commented:

"We are delighted to announce the pricing of the IPO. We have enjoyed being able to talk to the market about CPP's growth story and are pleased with the response, as evidenced by the robust demand and new investors we have attracted. We look forward to life as a listed company which will help us to capitalise on the many growth opportunities available to us."

Hamish Ogston, Founder and Non-Executive Director of CPP, commented:

"The Group is very pleased to make this announcement today as the IPO represents the logical next step in the development of CPP as it seeks to continue to build on its strong track record. Since I founded this business in 1980, we have demonstrated consistent revenue growth and developed what we believe to be one of the leading international providers of life assistance products."

The Company has appointed J.P. Morgan Cazenove and UBS Investment Bank as Joint Global Co-ordinators, Joint Bookrunners, Joint Lead Managers and Joint Sponsors.

Contacts:

CPP                                                                                                     Tel: [phone]

Eric Woolley, Group Chief Executive Officer                                                                                

Shaun Parker, Chief Financial Officer

UBS Investment Bank                                                                          Tel: [phone]

Hew Glyn Davies

Christopher Smith

Michael O'Brien

J.P.Morgan Cazenove                                                                         Tel: [phone]

Nick Garrett

Laurence Hollingworth

James Taylor

Tulchan Communications Group                                                         Tel: [phone]

John Sunnucks

David Allchurch

Notes to Editors

Overview of CPP

About CPP

CPP is a fast growing and leading international life assistance business with approximately 10.0 million policies in 14 countries, and approximately 1,900 employees. Their products and services are designed to meet consumer needs across a range of requirements, relating to credit and debit card ownership, personal identity, mobile telephones, travel and the home. The Group primarily focuses on providing customer assistance during stressful life events such as losing or having a wallet, purse, mobile telephone or keys stolen, as well as support in the event of identity theft.

The CPP group of companies commenced operations in the UK in 1981, with the launch of Card Protection as its first product. The success of Card Protection has facilitated the expansion of the Group, as CPP has progressively rolled out this product to business partners in the UK and internationally. The Group has reproduced its business to business to customer business model overseas, initially in Germany in 1991, Ireland in 1993, Spain in 1995 and subsequently in Portugal in 2000, Italy in 2001 and France in 2003. In 2003, CPP also entered the US market following its acquisition of Metris Enhancement Services. More recently, the Group launched Card Protection in Hong Kong in 2004, in Singapore in 2005, in Malaysia in 2006, in Turkey in 2007, in India in 2008 and in Mexico in 2009. Management expect to launch operations in China in 2010.

In 2009, 70.1% of CPP's revenues were generated in Northern Europe (UK, Germany, Ireland and Turkey), 16.3% in Southern Europe (Spain, Portugal, Italy, France and Mexico), 11.9% in North America, and 1.7% in Asia Pacific (Hong Kong, Singapore, Malaysia, and India).

The Group operates a "B2B2C" business model where c.95% of the sales of the Group's products and services in 2009 were generated through business partner relationships, either by the respective business partner's own staff or by the staff of the Group or its contractors in cooperation with its business partners. Business partners receive a commission on the Group's sales to their customers. The Group also makes a limited amount of sales of its products and services directly to end customers and makes a small number of sales directly to business partners as part of a bundled offering provided to their customers.

The Group currently has more than 200 business partners, including HSBC, Barclays, Santander, RBS, Bank of America and many other local and international companies. Outside the US, relationships typically operate on an exclusive basis, either as a matter of contract or as a matter of practice, as the Directors believe that the Group is the only company contracted by that business partner to provide the relevant products and services.

Following Admission it is anticipated that CPP will be included in the FTSE Business Support Services sub-sector.

Core Products and Services

Card Protection, Identity Protection and mobile phone insurance are the Group's three core products, collectively accounting for the significant majority of the Group's total revenue. The Group also offers a variety of other products tailored to meet the specific needs of its end customers.

·      Card Protection enables end customers to report to CPP lost or stolen credit, debit or similar cards, with one call from anywhere in the world.  Following this call, CPP provides a variety of services to assist the end customer, including cancellation and re-issue of cards, emergency cash advance, fraud protection insurance, valuable document and key replacement, handbag and wallet replacement and mobile phone loss reporting.  Card Protection typically sells for between £29 and £35 per annum in the UK

·      Identity Protection provides end customers with security, peace of mind and effective ongoing identity management.  Key product benefits include support to re-instate identity, tracking and insurance cover for incidental loss, online access to credit reports, online data management tools, as well as e-mail/SMS credit alerts.  Identity Protection typically sells for £69.99 or £79.99 per annum in the UK

·      Phonesafe offers comprehensive insurance cover when an end customer's mobile phone is lost, damaged or stolen.  In the UK, Phonesafe typically sells for between £4.99 and £8.99 per month (contract) or between £9.99 and £29.99 per annum (pre-pay) 

The Group continues to widen its product and services portfolio to capitalise on the evolving and growing life assistance market.

CPP's Strengths

The Directors believe that the Group's key strengths are as follows:

·      Leading market positions in several established markets with core Card Protection product and growing market presence in key emerging markets including Turkey, India and Mexico; the Group expects to launch in China in 2010

·      Strong track record of organic growth and profitability, with historically high and stable end customer renewal rates in relation to the Group's core products, offering significant visibility of revenues and gross profit with continued scale benefits

·      Predominantly exclusive relationships with over 200 business partners, many of which are long-standing and principally in the financial services sector, providing access to end customers and resulting in sizeable annual revenue streams for both parties 

·      Wide and innovative range of sales channels to end customers and significant expertise in cross-selling products and services allows the Group to engage with customers and thereby generate revenue in a number of ways, to suit each business partner's needs

·      Innovative and diverse product and service development with successful roll-out track record: CPP diversifies the products and services it offers through internal new product development and bolt-on acquisitions, and has demonstrated the ability to roll out products and services other than Card Protection in several of its existing markets. For example, the acquisition of Metris Enhancement Services accelerated identity protection product development activity already in progress in the UK and CPP has subsequently rolled this product out across two further jurisdictions

·      Sophisticated and modern IT platform and infrastructure with ISO/IEC accredited security standards, and PCI Data Security Standard compliant in the UK.  This ensures business partners trust CPP with their customers and associated data, and therefore acts as an effective barrier to entry for potential competitors

·      Entrepreneurial and innovative management team. The team has a proven track record of identifying and executing upon new business opportunities and has driven a strong financial performance within an established multi-product, multi-territory business strategy

Market definition

Consumer reliance upon everyday items such as debit and credit cards and, more recently, mobile telephones and portable electronic devices, is such that loss, theft or the inability to use such items or the perceived threat of any of these events can cause significant inconvenience and anxiety. Similarly, in certain countries, identity fraud is a source of concern for a significant number of consumers. Providing life assistance services does not simply consist of insuring people against such thefts, losses, incapacity or fraud; the assistance element is a key component. The main focal points of life assistance products are the easing of consumers' anxieties by the provision of support and protection and the peace of mind that consumers obtain from the fact that if such items are lost, stolen or become unusable, they will be quickly and readily replaced and consequential impacts will be addressed.

To date, there is no formal life assistance market, rather it is currently defined through its constituent products.  However, the use of the term is increasing and the Directors regard the Group as one of the leading players in this evolving and growing market. The life assistance market currently encompasses services such as card protection, identity protection, mobile telephone insurance, key loss assistance, home emergency assistance, roadside assistance and travel assistance.

Macroeconomic, social and industry specific drivers

The Directors believe that the life assistance market benefits from a number of long-term sustainable growth drivers. Whilst these vary in degree by geographic market, the Directors believe that a variety of macroeconomic, social and industry specific drivers contribute to demand for life assistance services on a global basis.

The Directors believe that the general demand for life assistance services is primarily driven by economic development (such as GDP per capita, private consumption and disposable income) and demographic factors (such as population growth, technological sophistication and urbanisation). Of these factors, the Directors believe that two of the principal macro-economic drivers of demand for life assistance products are GDP per capita growth and population growth.

Broadly speaking, the higher a country's GDP per capita, the more its inhabitants can spend, the more developed the resulting consumer finance industry, the more plastic cards per person, and consequently the more demand there is likely to be for life assistance services that relate to plastic card ownership. In addition, the more disposable income available to a country's inhabitants, the greater the potential demand for other life assistance services such as identity protection, mobile phone insurance. home emergency assistance or travel assistance.

Between 2008 and 2013, the bankable population (aged 18+) is forecast to grow in all countries in which CPP operates, with the exception of Germany, with the fastest rates of growth expected in Mexico, India, Malaysia, Singapore and Turkey (Source: Euromonitor International). Growth in population increases the addressable population in the markets in which CPP operates and therefore increases the potential consumer demand for CPP products and services.

There were 79.9 million debit cards, 62.2 million credit cards and 13.2 million store cards in circulation in the UK in 2009 (Source: Euromonitor International). These high figures for card penetration are a contributing factor to the high consumer demand for card protection services relative to other developed countries. Furthermore, media coverage has highlighted the rise of online banking fraud in the UK and the increasing number of cases of identity theft.  In the UK, there were approximately 68,000 identity theft victims in the first 10 months of 2009, representing a 37% increase on the same period in 2008. Consumers in the UK are therefore aware of the dangers of card and identity fraud which the Directors believe results in a corresponding increase in demand for protection.

Summary Financial Information

·      Revenues for the year ended 31 December 2009 of £292.1 million (2008: £259.5 million), EBITDA of £49.5 million (2008: £40.6 million), and operating profit of £41.5 million (2008: £33.3 million)

·      Track record of consistent and visible revenues and profit growth: during the period 2007 to 2009, CPP has achieved average annual revenue and operating profit growth of 13.9% and 23.6%, respectively.  In 2009, 69% of assistance revenue was generated from customers on the book at the end of 2008

·      In the last three financial years, operating margins have increased from 12.1% to 14.2%, achieved through the introduction of product enhancements with price increases, direct and indirect cost management and through economies of scale

·      The Group is also highly cash-generative and has historically not required significant external financing to support its working capital requirements

CPP's Growth Strategy

CPP's addressable market continues to increase as it expands its operations into new territories and market sectors.  Macroeconomic factors and social trends also offer potential for growth as consumers become increasingly aware of incidences and the impact of debit and credit card fraud, as well as identity theft.  In addition, increasing reliance upon multi-functional mobile phones drives greater demand for peace of mind and assistance in the event that they are lost or stolen.

The Group intends to continue to pursue its established multi-product, multi-territory, multi-sector strategy, focusing in particular on the following:

·      Continuing to expand internationally with an increased focus on key emerging markets such as Turkey, India, Mexico and China

·      Rolling out new and existing products and services in CPP's current markets, coupled with product content-backed price increases to drive the Group's penetration in those markets and the profitability of existing products and services. Average revenue per policy has increased from £24.48 to £29.21 over the past three financial years

·      Building its currently limited presence and experience in new sectors, such as the packaged account, travel and home emergency markets, where CPP can leverage its experience of providing life assistance products and services to end customers

·      Targeting new business partner relationships, driving growth in existing sales channels such as debit card activation and developing new sales channels, such as an online sales channel and self-service channels and capability

·      Pursuing selected acquisitions to drive incremental growth in products, channels and/or geographies

Board of Directors

The Board is composed of six members, consisting of two executive directors and four non-executive directors. The names, positions and biographies of the Directors are listed below.  The Board will not be Combined Code compliant at the time of Admission but is committed to, and is in the process of moving to, a position of compliance. Full details in relation to the Company's corporate governance and adherence to the Combined Code are set out in the Prospectus.

Charles Gregson - Non-Executive Chairman (aged 62)

Charles Gregson was appointed non-executive Chairman of CPP in January 2010. He has been non-executive Chairman of ICAP since 2001 and was executive Chairman from 1998 to 2001. Between 1978 and 1998, he was responsible for the Garban businesses that demerged from United Business Media plc in 1998 and merged with Intercapital in 1999 to become ICAP.  He was a Director of United Business Media plc and its predecessor companies from 1986 until 2007.  He is currently a non-executive Director of International Personal Finance plc, Caledonia Investments plc and St James's Place plc.

Eric Woolley - Chief Executive Officer (aged 50)

As Group Chief Executive, Eric Woolley is responsible for developing and executing the Group's business strategy across Europe, North America and Asia. The Group's legal and compliance functions also report to Eric.  Eric joined the Group in 2003 from an oil services company, Expro International Group Plc, where he was Group Finance Director.  Prior to this, Eric was Group Finance Director of Vp Plc. Before working in industry, Eric spent several years with Credit Suisse First Boston where he was a Vice President in Mergers and Acquisitions.

Shaun Parker - Chief Financial Officer (aged 49)

Shaun Parker is responsible for the Group's Finance, Tax, Treasury, Risk and Audit functions. Shaun joined the Group in 2003 from Diageo where he was Chief Financial Officer of Guinness North America prior to leading the cross-functional team that completed the integration of the acquired Seagram Wines and Spirits business. Previously Shaun worked for ICI Plc, and then Mars Inc. (Pedigree Petfoods) where he held a number of senior finance roles in Germany and the UK. Shaun has extensive international experience gained through a number of regional roles, and through working and living in Germany and the US.

Hamish Ogston - Founder and Non-Executive Director (aged 61)

Hamish Ogston founded the Group in 1980, and became Non-Executive Chairman in 1999.  He has acted in that capacity until Charles Gregson's appointment in January 2010. Hamish continues to contribute to the Group's strategic thinking as a non-executive director.

Aside from a small number of shares held by certain non executive directors and those shares in respect of which management have been awarded options under the existing incentive schemes, Hamish is the sole owner of the Company.

Timothy Kelly - Non-Executive Director (aged 52)

Tim Kelly is Chairman of the Company's Remuneration Committee and is a sales and marketing professional with experience in numerous markets around the world. He has worked for many leading companies including Unilever, Coca Cola and Diageo. Tim was Chief Operating Officer for RHM from 2003 to 2007 and part of the management team that successfully floated the company in 2006. Tim is now Chief Operating Officer for Premier Foods, the UK's largest food company which acquired RHM in 2007 and is a Board member of Premier Plc.

Peter Morgan - Non-Executive Director (aged 63)

Peter Morgan is a chartered accountant and is Chairman of the Audit Committee.  Until 2003, he was a partner in Deloitte LLP dealing predominantly with entrepreneurial high-growth businesses, many of which were private-equity backed or had public listings.  During his career, Peter was also responsible for managing the London audit and assurance department at Spicer & Oppenheim, chairing a committee overseeing the firm's technical and training functions and for developing the marketing activity for rapidly growing companies at Deloitte.

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Company.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in the announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the Admission of the Ordinary Shares in the capital of the Company to the Official List of the UK Listing Authority and to trading on main market for listed securities of the London Stock Exchange plc.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and UBS Limited ("UBS") (together, the "Banks") are acting as joint sponsors, joint lead managers, joint global co-ordinators and joint bookrunners in connection with Admission and the Global Offer and as underwriters in connection with the Global Offer.

The Banks are acting exclusively for the Company and no-one else in connection with the Global Offer. They will not regard any other person as their client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Banks or for giving advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

Neither of the Banks accepts any responsibility or liability whatsoever for the contents of this document or for any other statement made or purported to be made in connection with the Company, the Ordinary Shares or the Global Offer. Each of the Banks accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

This announcement and its contents may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose and in particular to any person or persons in any jurisdiction to whom it is unlawful to make such offer or solicitation.

This announcement does not contain or constitute an offer, or the solicitation of an offer to buy or subscribe for Ordinary Shares, and is not for distribution in, the United States, Canada, Australia, Switzerland, South Africa or Japan, or in any jurisdiction in which distribution is unlawful. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of South Africa, Canada, Switzerland, Australia or Japan, and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any states or other jurisdiction of the United States. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in South Africa, Canada, Switzerland, Australia or Japan, or to, or for the account or benefit of any national, resident or citizen of South Africa, Canada, Switzerland, Australia or Japan. There will be no public offer of the Ordinary Shares in the United States, South Africa, Canada, Switzerland, Australia or Japan. Any failure to comply with these restrictions may result in a violation of the laws of such jurisdiction.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, you are cautioned that forward-looking statements are not guarantees of future performance and that you should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Each of the Company, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Ordinary Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Global Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The offer timetable, including date of Admission may be influenced by a range of circumstances, such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned.

In connection with the Global Offer, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Offer, UBS, as stabilising manager, may for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the stabilising manager has entered into over-allotment arrangements pursuant to which it may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer (the "Over-Allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the stabilising manager, at any time on or before 16 April 2010. Any Over-Allotment Shares made available pursuant to the Global Offer will rank pari passu in all respects with any Ordinary Shares being sold in the Global Offer and will be purchased on the same terms and conditions as the other Ordinary Shares being issued or sold in the Global Offer and will form a single class for all purposes with the other Ordinary Shares.

In connection with the Global Offer, UBS, as stabilising manager, or any of its agents, may to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 16 April 2010. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

 

END

 

 

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