Issue of Equity
Prodesse Investment Limited
11 April 2008
Not for release, publication or distribution in, or into, the United States,
Australia, Canada or Japan
11 April 2008
Prodesse Investment Limited
PLACING OF UP TO 2,816,500 NEW ORDINARY SHARES
Prodesse Investment Limited ('Prodesse' or the 'Company') today announces it is
placing up to 2,816,500 new ordinary shares (the 'Placing') representing up to
approximately 9.99 per cent of Prodesse's issued ordinary share capital
immediately prior to the Placing.
Net Asset Value
The unaudited Net Asset Value per Ordinary Share, including accrued and net
undistributed income, as at 10 April 2008 was US$6.93.
Use of proceeds
The net proceeds of the Placing will be used to invest in further U.S. agency
mortgage backed securities in accordance with the Company's investment policy.
Enquiries:
Prodesse Investment Limited:
John Hallam Chairman +44 (0)1481 250879
Fixed Income Discount Advisory Company
Ronald Kazel Director +1 212 696 0100
Merrill Lynch International
Rupert Hume Kendall +44 (0)20 7996 2441
Andrew Tusa +44 (0)20 7995 1415
Daniel Stewart & Company
Graham Webster +44 (0) 20 7776 6550
Chloe Ponsonby +44 (0) 20 7776 6550
Details of the Placing
Prodesse intends to place up to 2,816,500 new ordinary shares, representing up
to approximately 9.99 per cent of Prodesse's issued ordinary share capital
immediately prior to the Placing, with institutional and other investors (the
'Placing Shares'). The Placing is being conducted, subject to the satisfaction
of certain conditions, through an accelerated book-building process to be
carried out by Merrill Lynch International ('Merrill Lynch') and Daniel Stewart
& Company plc ('Daniel Stewart' and, together with Merrill Lynch, the
'Managers'). The books will open with immediate effect. The timing of the
closing of the books, pricing and allocations is at the discretion of Prodesse
and Merrill Lynch although the book-building is expected to close not later than
4.30 pm (London time) today. However, Merrill Lynch may accept further bids
after initial allocations have been made on the basis explained in Appendix One.
The number of Placing Shares and the price at which the Placing Shares are to be
placed (the 'Placing Price') will be agreed by Prodesse with Merrill Lynch at
the close of the book-building process. Details of the Placing Price will be
announced as soon as practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari
passu with the Company's existing ordinary shares, including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue of the Placing Shares. The
Company will apply for admission of the Placing Shares to the Official List of
the Financial Services Authority and to listing on the London Stock Exchange's
market for listed securities ('Admission'). It is expected that Admission will
take place and that trading will commence on 16 April 2008. Application will
also be made for the Placing Shares to be admitted to trading on the Channel
Islands Stock Exchange, LBG.
Settlement of the Placing Shares will be on a T + 3 basis and is expected to
occur on 16 April 2008.
Appendix One to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.
General
Merrill Lynch is acting for the Company and no-one else in relation to the
Placing and will not be responsible to any person other than the Company for
providing the protections afforded to clients of Merrill Lynch 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.
Daniel Stewart is acting for the Company and no-one else in relation to the
Placing and will not be responsible to any person other than the Company for
providing the protections afforded to clients of Daniel Stewart 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.
This announcement is for information purposes only and does not constitute an
offer to issue or sell, or the solicitation of an offer to acquire or buy, any
securities to any person in any jurisdiction. In particular, this announcement
does not constitute an offer to issue or sell, or the solicitation of an offer
to acquire, buy or subscribe for, any securities in the United States, Canada,
Australia or Japan.
The Placing Shares have not been, nor will they be, registered under the
Securities Act or with any securities regulatory authority of any State or other
jurisdiction of the United States, and accordingly may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, registration under the Securities Act. No public
offering of the Placing shares will be made in the United States. The Placing
Shares are being offered and sold only outside the United States to persons who
are not U.S. persons as defined in and in accordance with Regulation S under the
Securities Act ('U.S. Persons'). The Company has not been and will not be
registered under the Investment Company Act and investors will not be entitled
to the benefits of such registration.
Certain statements made in this announcement are forward looking statements.
Such forward looking statements are based on current expectations and numerous
assumptions regarding the Company's present and future business strategies and
the environments in which the Company will operate in the future. Such
assumptions may or may not prove to be correct and actual results and
performance could differ materially from any expected further results or
performances, express or implied, by the forward looking statements. Factors
that might cause forward looking statements to differ materially from actual
results include, among other things, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates and future business combinations or disposals. The Company
expressly disclaims and assumes no responsibility to update or revise any of the
forward looking statements contained in this announcement to reflect any change
in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Any indication in this announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit
forecast or dividend forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
APPENDIX ONE
TERMS AND CONDITIONS
Important information on the Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN 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) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS
DIRECTIVE') AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) ('INVESTMENT
PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THIS 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 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 APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN PRODESSE.
This announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area ('EEA') who
are 'qualified investors' within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) if and to the extent implemented in
that member state ('Qualified Investors').
By participating in the bookbuilding procedure (the 'Bookbuilding') and the
Placing, Placees will be deemed to have read and understood this Appendix One in
its entirety, to be participating, making an offer and acquiring Placing Shares
on the terms and conditions contained herein and to be providing the
representations, warranties, acknowledgements and undertakings contained herein.
In particular each such Placee represents, warrants and acknowledges that it:
1. 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;
2. 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,
that the Placing Shares to be acquired by it have not been acquired on a non-
discretionary basis on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of any shares to the public other than their offer or resale in a Relevant
Member State to Qualified Investors as so defined or in circumstances in which
the prior consent of the Company has been obtained to each such proposed offer
or resale.
3. is not a U.S. Person and is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account of a non-U.S. Person with
respect to which it exercises sole investment discretion and that it (and any
such account) is outside the United States or it is a dealer or other
professional fiduciary in the United States acting in reliance upon Regulation S
under the Securities Act on a discretionary basis for a non-U.S. Person.
This announcement (including this Appendix One) does not constitute an offer to
issue or sell or the solicitation of an offer to acquire, buy or subscribe for
Placing Shares in any jurisdiction including, without limitation, the United
Kingdom, South Africa, the United States, Canada, Australia or Japan. This
announcement and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United States, Canada,
Australia, Japan or in any jurisdiction in which such publication or
distribution is unlawful.
The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, the Managers, or any of their respective Affiliates,
that would permit an offer of the 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 into whose possession this announcement comes are required by
the Company and the Managers to inform themselves about and to observe any such
restrictions.
In this Appendix, unless the context otherwise requires, the 'Company' means
Prodesse Investment Limited and 'Placee' includes a person (including
individuals, funds or others) on whose behalf a commitment to acquire Placing
Shares has been given.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Services Authority ('FSA') in relation to the Placing
and the Placees' commitments will be made solely on the basis of the information
contained in this announcement and the Pricing Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied on
any other information, representation, warranty or statement made by or on
behalf of either of the Managers or by or on behalf of the Company and none of
the Managers, the Company nor any person acting on such person's behalf nor any
of their Affiliates has or shall have any liability for any Placee's decision to
accept this invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Merrill Lynch and Daniel Stewart have entered into a placing agreement (the
'Placing Agreement') with the Company and Fixed Income Discount Advisory Company
('FIDAC') under which Merrill Lynch and Daniel Stewart have undertaken, on the
terms and subject to the conditions set out in the Placing Agreement, to use its
reasonable endeavours as agent of the Company to procure Placees for the Placing
Shares.
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 US$0.01
per share in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares.
Application for admission to listing and trading
Application will be made to the FSA for admission of the Placing Shares to the
official list maintained by the FSA (the 'Official List') and to the London
Stock Exchange for admission to trading of the Placing Shares on the London
Stock Exchange's market for listed securities (together 'Admission').
Application will also be made for the Placing Shares to be admitted to trading
on the Channel Islands Stock Exchange, LBG.
Bookbuilding
Merrill Lynch will today commence the Bookbuilding 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 Managers and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding as they may, in their sole discretion,
determine.
Principal terms of the Bookbuilding and Placing
1. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Merrill Lynch.
2. The Bookbuilding will establish a single price (the 'Placing Price') payable
to the Managers having procured such Placee by all Placees whose bids are
successful. The Placing Price will be agreed between Merrill Lynch, the Company
and FIDAC following completion of the Bookbuilding and any discount to the
market price of the Ordinary Shares of the Company will be determined in
accordance with the Listing Rules. The Placing Price will be announced (the
'Pricing Announcement') on a Regulatory Information Service following the
completion of the Bookbuilding.
3. To bid in the Bookbuilding, Placees should communicate their bid by
telephone to their usual sales contact at Merrill Lynch or Daniel Stewart. Each
bid should state the number of Placing Shares in the Company which a prospective
Placee wishes to acquire at either the Placing Price which is ultimately
established by the Company, FIDAC and Merrill Lynch or at prices up to a price
limit specified in its bid. Bids may be scaled down by the Managers on the basis
referred to in paragraph 7 below. Merrill Lynch and Daniel Stewart are arranging
the Placing as agents of the Company.
4. The Bookbuilding is expected to close no later than 4.30 p.m. on 11 April
2008 but may be closed earlier at the sole discretion of Merrill Lynch. Merrill
Lynch may, in agreement with the Company, accept bids that are received after
the Bookbuilding has closed.
5. Allocations will be confirmed orally by Merrill Lynch as soon as practicable
following the close of the Bookbuilding. Merrill Lynch's oral confirmation of an
allocation will give rise to a legally binding commitment by the Placee
concerned, in favour of the Managers and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it on the terms and subject to
the conditions set out in this Appendix One and the Company's memorandum and
articles of association.
6. The Company will make a further announcement following the close of the
Bookbuilding detailing the number of Placing Shares to be issued and the Placing
Price.
7. Subject to paragraphs 4 and 6 above, Merrill Lynch may choose to accept
bids, either in whole or in part, on the basis of allocations determined at its
discretion (in agreement with the Company and FIDAC) and may scale down any bids
for this purpose on such basis as they may determine. Merrill Lynch may also,
notwithstanding paragraphs 4 to 6 above, subject to the prior consent of the
Company (a) allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time and (b) allocate Placing Shares
after the Bookbuilding has closed to any person submitting a bid after that
time.
8. A bid in the Bookbuilding will be made on the terms and subject to the
conditions in this Appendix One and will be legally binding on the Placee on
behalf of which it is made and except with Merrill Lynchs and the Company's
consent will not be capable of variation or revocation after the time at which
it submitted. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Merrill Lynch, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the amount
of Placing Shares such Placee has agreed to acquire. Each Placee's obligations
will be owed to the Company and to the Managers.
9. Except as required by law or regulation, no press release or other
announcement will be made by the Managers or the Company 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.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are 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'.
11. All obligations under the Bookbuilding 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
'Termination of the Placing'.
12. By participating in the Bookbuilding 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.
13. To the fullest extent permissible by law, neither of the Managers nor any
of their respective 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 Managers nor any of their respective Affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties) in
respect of such Manager's conduct of the Bookbuilding or of such alternative
method of effecting the Placing as the Managers and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic confirmation which will confirm the number of
Placing Shares allocated to them, the Placing Price and the aggregate amount
owed by them to the relevant Manager. Each Placee will be deemed to agree 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 which they have in place with the relevant Manager.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on a T + 3 basis
unless otherwise notified by the Managers and is expected to occur on 16 April
2008. Settlement will be on a delivery versus payment basis. However, in the
event of any difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company and the
Managers may agree that the Placing Shares should be issued in certificated
form. The Managers reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory requirements
in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in
accordance with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 2 percentage points above prevailing
LIBOR.
If Placees do not comply with their obligations the Managers may sell their
Placing Shares on their behalf and retain from the proceeds, for their own
account and benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is copied
and delivered immediately to the relevant person within that organisation.
Conditions of the Placing
The Placing is conditional upon the Placement Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Managers under the Placing Agreement are, and the Placing
is, conditional on, inter alia:
(a) Admission occurring by not later than 8 am (London time) on 16 April 2008
(or such later time and/or date as the Managers may agree);
(b) the warranties given by the Company and FIDAC in the Placing Agreement
being true and accurate and not misleading in any respect on and as of the date
of the Placing Agreement and at any time prior to Admission; and
(c) the Company having complied with all of the agreements and undertakings and
satisfied or performed all of the conditions and obligations on its part to be
performed or satisfied under the Placing Agreement which are required to be
performed or satisfied on or prior to Admission.
The Placing is not conditional on the Placing Shares being admitted to trading
on the Channel Islands Stock Exchange, LBG.
If the conditions in the Placing Agreement are not satisfied or, where
permitted, waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and the Managers may
agree), or the Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations 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)
against the Company, the Managers or any of their respective Affiliates or any
other person in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and under 'Termination of the Placing' below and will not be capable of
rescission or termination by it.
The Managers may waive compliance by the Company, or extend the time and/ or
date for fulfilment by the Company, with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement,
save that certain conditions including the condition relating to Admission
referred to in paragraph (a) above may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Appendix One.
Neither Merrill Lynch nor Daniel Stewart nor any of their respective Affiliates
nor the Company 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
any of them 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
any of them may make as to the satisfaction of any condition or in respect of
the Placing generally.
Termination of the Placing
The Managers may, at their absolute discretion, by notice in writing to the
Company, terminate the Placing Agreement at any time prior to Admission if,
inter alia:
(a) there shall have come to the notice of the Managers any breach of, or any
event that in the judgement of the Managers renders untrue or incorrect in any
respect, any of the warranties and representations contained in the Placing
Agreement or any failure to perform any of the undertakings or agreements in the
Placing Agreement in each case which the Managers reasonably consider material
in the context of the Placing; or
(b) either in the opinion of the Managers there has been, or the Managers have
become aware of, or there has been made public, a material adverse change or any
development reasonably likely to involve a material adverse change in the
condition (financial, operational, legal or otherwise) or in the earnings,
business affairs, solvency or prospects of the Company whether or not arising in
the ordinary course of business since the date of the Placing Agreement; or
(c) there has occurred (i) any material adverse change in the financial markets
in the United States, the United Kingdom, or member states of the European Union
or in the international financial markets, (ii) any outbreak or escalation of
hostilities, act of terrorism or other calamity or crisis or (ii) any change or
development involving a prospective change in national or international
political, financial or economic conditions, or currency exchange rates, in each
case the effect of which is such as to make it, in the judgement of the
Managers, impracticable or inadvisable to market the Placing Shares or to
enforce contracts for the sale of the Placing Shares.
If the Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this
announcement (including this Appendix) shall cease and terminate at such time
and no claim can be made by any Placee against the Company, the Managers or any
of their respective Affiliates or any other person in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Managers that the exercise by the Company or the Managers of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Managers (as the
case may be) and that neither the Company nor the Managers need make any
reference to such Placee and that neither the Company, the Managers nor any of
their respective Affiliates shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not be
capable of rescission or termination by it after oral confirmation by the
Managers or either of them following the close of the Bookbuilding.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges and agrees
that:
1. it has read this announcement (including this Appendix) in its entirety and
that its purchase of the 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 not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering document
has been prepared in connection with the Placing;
3. (i) it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing, (ii) neither of the Managers, their respective
Affiliates or FIDAC or the Company has made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this announcement, the Pricing
Announcement and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this announcement
(the 'Publicly Available Information') and (iii) it has made its own
investigation of the business, financial and other position of the Company 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;
4. the content of this announcement is exclusively the responsibility of the
Company and that neither the Managers nor any person acting on their behalf is
responsible for or has or shall have any liability for any information or
representation relating to the Company contained in this announcement or
otherwise nor will be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this announcement or otherwise. Nothing in this Appendix One shall
exclude any liability of any person for fraudulent misrepresentation;
5. it is not, and at the time the Placing Shares are acquired will not be a
resident of Australia, Canada or Japan, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Placing Shares, is able to bear the economic risk
of an investment in the Placing Shares, is able to sustain a complete loss of
the investment in the Placing Shares and has no need for liquidity with respect
to its investment in the Placing Shares and represents and warrants that it is
acquiring the Placing Shares for its own account or for one or more accounts as
to each of which it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United States;
6. it (i) is not a U.S. Person and is acquiring the Placing Shares for its own
account or (ii) is outside the United States and is acquiring the Placing Shares
for the account of a non-U.S. Person with respect to which it exercises sole
investment discretion or (iii) it is a dealer or other professional fiduciary in
the United States acting in reliance upon Regulation S under the Securities Act
on a discretionary basis for a non-U.S. Person;
7. the Placing Shares have not been registered or otherwise qualified for offer
and sale nor will a prospectus be cleared in respect of any of the Placing
Shares under the securities laws 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 the United
States, Australia, Canada or Japan;
8. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing under the
laws of all relevant jurisdictions;
(ii) has fully observed such laws;
(iii) has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
(iv) has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix) to enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto;
9. the Placing Shares have not and will not be registered under the Securities
Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. Persons, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act;
10. a purchase of Placing Shares by an employee benefit plan subject to the US
Employee Retirement Income Security Act of 1974 ('ERISA') or a plan subject to
Section 4975 of the US Internal Revenue Code of 1986, as amended (the 'Code'),
or by any entity whose assets are treated as assets of any such plan, could
result in severe penalties or other liabilities for the Company; and it
represents, warrants and agrees that it is not (i) an employee benefit plan as
described in Section 3(3) of ERISA and subject to ERISA, (ii) a plan subject to
Section 4975 of the Code, (iii) a governmental plan or church plan which is
subject to any federal, state or local law that is substantially similar to the
provisions of Section 406 of ERISA or Section 4975 of the Code or (iv) an entity
whose assets are treated as assets of any such plan (the entities referred to in
(i)-(iv), being referred to as ERISA- Entities);
11. it will not engage in hedging transactions with regard to the Placing
Shares unless in compliance with the Securities Act;
12. it acknowledges that where it is acquiring the Placing Shares for one or
more managed accounts, it represents and warrants that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account;
13. if it is a pension fund or investment company, its acquisition of Placing
Shares is in full compliance with applicable laws and regulations;
14. no representation has been made as to the availability of any other
exemption under the Securities Act for the reoffer, resale, pledge or transfer
of the Placing Shares;
15. participation in the Placing is on the basis that it is not and will not be
a client of either of the Managers and that the Managers have no duties or
responsibilities to a Placee for providing protections afforded to their
respective 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;
16. it will make payment to the relevant Manager in accordance with the terms
and conditions of this announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be placed with
others on such terms as the relevant Manager determines;
17. the person who it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. The Managers and the Company will not be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock account of the
relevant Manager who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
18. it and any person acting on its behalf falls 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 and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
19. 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 the Financial Services and Markets Act 2000 (the 'FSMA');
20. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section of the FSMA) relating to
Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
21. it has complied and it will comply with all applicable provisions of the
FSMA with respect to anything done by it or on its behalf in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
22. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, and the Money Laundering Regulations 2003 of the UK and The Criminal
Justice (Proceeds of Crime)(Bailiwick of Guernsey) Law 1999 , The Disclosure
(Bailiwick of Guernsey) Law 2007, The Terrorism and Crime (Bailiwick of
Guernsey) Law 2002 and the Criminal Justice (Proceeds of Crime)(Financial
Services Business)(Bailiwick of Guernsey) Regulations 2007 of Guernsey (together
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;
23. if it is resident in South Africa, it is acting as a principal in respect
of the Placing for an aggregate subscription price of more than Rand 100,000;
24. if it is resident in South Africa, it has obtained the necessary approvals
from the South African Reserve Bank in order to participate in the Placing or is
entitled to make use of an exemption to the South African Exchange Control
Regulations and accordingly is permitted to participate in the Placing;
25. the Company, the Managers and others will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements;
26. the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and
27. this Appendix and all documents into which this Appendix is incorporated by
reference or otherwise validly forms a part will be governed by and construed in
accordance with English law. All agreements to acquire shares pursuant to the
Bookbuilding and/or the Placing will be governed by English law and the English
courts shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or either of the Managers 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company and each of the
Managers 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.
Please also note that the agreement to allot and issue Placing Shares to Placees
(or the persons for whom Placees are contracting as agent) free of stamp duty
and stamp duty reserve tax in the UK relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. In addition, Placees should note
that they will be liable for any capital duty, 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 and Guernsey by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to each Manager for itself and on behalf of the Company
and are irrevocable.
The Managers are acting exclusively for the Company and no one else in
connection with the Bookbuilding and the Placing and the Managers will not be
responsible to anyone (including Placees) other than the Company for providing
the protections afforded to their respective clients or for providing advice in
relation to the Bookbuilding or the Placing or any other matters referred to in
this press announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither of the Managers owe fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each of the Managers may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing 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.
When a Placee or any person acting on behalf of the Placee is dealing with
either of the Managers, any money held in an account with such Manager 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 relevant rules and regulations
of the Financial Services Authority which therefore will not require such
Manager to segregate such money, as that money will be held by it under a
banking relationship and not as trustee.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
All times and dates in this announcement may be subject to amendment. The
Managers will notify Placees and any persons acting on behalf of the Placees of
any changes.
DEFINITIONS
In this announcement:
'Admission' means the admission of the Placing Shares to the Official List in
accordance with the Listing Rules and to trading on the London Stock Exchange's
main market for listed securities;
'Affiliate' means (except as otherwise provided in the Placing Agreement) in
respect of Merrill Lynch and Daniel Stewart, their respective subsidiaries,
branches, associated companies and holding companies and the subsidiaries of
such holding companies, branches, associated companies and subsidiaries;
'Bookbuilding' means the Bookbuilding procedure to be carried out by Merrill
Lynch in connection with the Placing;
'Board' means the board of directors of the Company or a duly authorised
committee thereof;
'Directors' means all the directors of the Company;
'FIDAC' means Fixed Income Discount Advisory Company;
'FSA' means the Financial Services Authority;
'FSMA' means the Financial Services and Markets Act 2000, as amended;
'Investment Company Act' means the United States Investment Company Act of 1940,
as amended;
'London Stock Exchange' means London Stock Exchange plc;
'Prodesse' or the 'Company' means Prodesse Investment Limited;
'Listing Rules' means the listing rules made by the UKLA, as from time to time
amended;
'Manager' means Merrill Lynch International or Daniel Stewart & Company plc and
'Managers' means both of them;
'Official List' means the list maintained by the UKLA;
'Ordinary Shares' means ordinary shares of US$0.01 each in the capital of the
Company;
'Placees' means persons (including individuals, funds or others) on whose behalf
a commitment to acquire Placing Shares has been given and Placee means any one
of them;
'Placing' means the placing of the Placing Shares by the Managers with
institutional and other investors on behalf of the Company;
'Placing Agreement' means the agreement dated 11 April 2008 between the Company,
FIDAC, Merrill Lynch International and Daniel Stewart & Company plc in
connection with the Placing;
'Placing Price' means the price per Ordinary Share at which the Placing Shares
are to be placed with Placees;
'Placing Shares' means the new Ordinary Shares which are to be issued in
connection with the Placing;
'Regulatory Information Service' means any of the regulatory information
services included within the list maintained on the London Stock Exchange's
website;
'Securities Act' means the United States Securities Act of 1933, as amended;
'Shareholders' means the holders of Ordinary Shares;
'UKLA' means the FSA in its capacity as United Kingdom Listing Authority;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern
Ireland; and
'United States or U.S.' means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange