Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email publishing@financialexpress.net in the first instance.

 Information  X 
Enter a valid email address

Paladin Resources (PLR)

  Print      Mail a friend       Annual reports

Friday 11 March, 2005

Paladin Resources

Share placing

Paladin Resources PLC
11 March 2005




THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATON,
RELEASE OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE
UNITED STATES





                             Paladin Resources plc
                          ("Paladin" or "the Company")



This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company ("Paladin Shares") in Australia, Canada,
Japan, South Africa and the United States or in any jurisdiction in which such
offer or solicitation is unlawful and the information contained herein is not
for publication or distribution, directly or indirectly, in or into Australia,
Canada, Japan, South Africa and the United States or any jurisdiction in which
such publication or distribution is unlawful.



                        Paladin announces Share Placing



Paladin today announces a placing of new ordinary shares to fund the acquisition
of additional interests in the Laminaria and Corallina Fields offshore North
Western Australia for US$47 million.



The placing is of up to 13 million new ordinary shares (the "Placing Shares"),
representing approximately 4 per cent of Paladin's issued share capital. Based
on yesterday's closing price, this would raise around £22.5 million for the
Company.



Paladin, which is announcing its preliminary results for the year to 31 December
2004 on 17 March 2005, confirms that it continues to expect its results to be in
line with the guidance given in its trading statement of 17 January 2005.



On the business development front, the Company is at an advanced stage of
negotiations to acquire up to 52 per cent and assume operatorship of a fallow
gas discovery in the UK Central North Sea which could be developed as a
satellite to Paladin's operated MonArb Fields, subject to detailed engineering
studies.



Roy Franklin, Chief Executive of Paladin, commented:



"Both Paladin and Woodside are enthusiastic about incremental investment
opportunities in and around the Laminaria and Corallina Fields. Today's placing
preserves and enhances balance sheet flexibility both to fund ongoing capital
expenditure and further value-adding acquisitions."



JPMorgan Cazenove Limited ("JPMorgan Cazenove") and Merrill Lynch International
("Merrill Lynch") are acting as Joint Bookrunners and Joint Lead Managers for
the equity fundraising.  The proposed issue of Placing Shares will take place at
a price established through an accelerated bookbuilding process. It is expected
that the books will close no later than 4:30pm (G.M.T.) on Friday 11 March 2005.
The Placing will take place in accordance with the terms and conditions set out
in the Appendix to this announcement.



The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing ordinary shares of 10 pence each in the share capital
of Paladin, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing Shares.
Application will be made to the United Kingdom Listing Authority for the Placing
Shares to be admitted to the official list maintained by the United Kingdom
Listing Authority and to trading by the London Stock Exchange plc (the "Exchange
") on its market for listed securities.




                                                                   11 March 2005



ENQUIRIES:


Paladin Resources plc                                Tel: 020 7024 4500
Roy A. Franklin, Chief Executive
Cuth McDowell, Finance Director

JP Morgan Cazenove                                   Tel : 020 7588 2828
John Paynter
Greg Bennett
Robert Constant

Merrill Lynch                                        Tel : 020 7996 1000
Peter Tracey
Andrew Fairclough
Oliver Holbourn

College Hill                                         Tel : 020 7457 2020
Jim Joseph
Ben Brewerton



The information herein is restricted and not for publication or release in or
into Australia, Canada, Japan, South Africa or the United States.



This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Paladin Shares. Past performance is no
guide to future performance and persons needing advice should consult an
independent financial adviser.



This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is for information
only and does not constitute an offer or invitation to acquire or dispose of
Paladin Shares in the United States. The Paladin Shares have not been and will
not be registered under the U.S. Securities Act of 1933 ,as amended, and may not
be offered or sold in the United States unless they are registered or exempt
from registration. There will be no public offer of Paladin Shares in the United
States, the United Kingdom or elsewhere.



JPMorgan Cazenove is acting for Paladin in connection with the Placing and no
one else and will not be responsible to anyone other than Paladin for providing
the protections afforded to clients of JPMorgan Cazenove nor for providing
advice in relation to the Placing.



Merrill Lynch is acting for Paladin in connection with the Placing and no one
else and will not be responsible to anyone other than Paladin for providing the
protections afforded to clients of Merrill Lynch nor for providing advice in
relation to the Placing.



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
JPMorgan Cazenove or Merrill Lynch or by any of their affiliates or agents as to
or in relation to the accuracy or completeness of this release, or any other
written or oral information made available to or publicly available to any
interested party or its advisers and any liability therefore is hereby expressly
disclaimed.



Any investment decision to buy securities in the Placing must be made solely on
the basis of publicly available information, which has not been independently
verified by JPMorgan Cazenove or Merrill Lynch.



The distribution of this announcement and the offering or sale of the securities
in certain jurisdictions may be restricted by law. No action has been taken by
Paladin, JPMorgan Cazenove or Merrill Lynch or any of their respective
affiliates that would permit an offering of the securities or possession or
distribution of the announcement or any other offering required. Persons into
whose possession this announcement comes are required by Paladin, JPMorgan
Cazenove and Merrill Lynch to inform themselves about and to observe any such
restrictions.



JPMorgan Cazenove and Merrill Lynch are each authorised and regulated by the UK
Financial Services Authority.


APPENDIX



IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY.



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 ACQUIRING, HOLDING, MANAGING OR
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESSES AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE ORDER) OR ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (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 THE COMPANY.



If you choose to participate in the Placing by making an oral offer to acquire
Placing Shares you will be deemed to have read and understood this Appendix in
its entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix. In particular you represent, warrant and acknowledge that you:



1. Are a person whose ordinary activities involve you in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
your business and undertake that you will acquire, hold, manage or dispose of
any Placing Shares that are allocated to you for the purposes of your business;
and



2. Are outside the United States.



This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company in Australia, Canada, Japan, South Africa
and the United States or in any jurisdiction in which such offer or solicitation
is unlawful and the information contained herein is not for publication or
distribution, directly or indirectly, in or into Australia, Canada, Japan, South
Africa and the United States or any jurisdiction in which such publication or
distribution is unlawful.



The Placing Shares referred to in this announcement have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
Securities Act) or qualified under any applicable state statutes and may not be
offered, sold or transferred within the United States (including its territories
and possessions) subject to certain exceptions. The Placing Shares are being
offered and sold outside the United States in reliance on Regulation S under the
Securities Act. The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or other
regulatory authority, nor have the foregoing authorities passed upon or endorsed
the merits of this offering or the accuracy or adequacy of the offering
materials. Any representation to the contrary is unlawful.



The distribution of this announcement and the placing and/or issue of ordinary
shares in the capital of the Company in certain jurisdictions may be restricted
by law. No action has been taken by the Company, JPMorgan Cazenove or Merrill
Lynch that would permit an offer of such ordinary shares or possession or
distribution of this announcement or any other offering or publicity material
relating to such ordinary shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required by the Company, JPMorgan Cazenove and Merrill Lynch to inform
themselves about and to observe any such restrictions.



In addition, until 40 days after the commencement of the offering, any offer or
sale of Placing Shares with in the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the
Securities Act.



Details of the Placing Agreement and the Placing Shares



JPMorgan Cazenove and Merrill Lynch (together the Managers) have entered into a
placing agreement (the Placing Agreement) with the Company whereby each of the
Managers has, subject to the conditions set out therein, undertaken to use its
reasonable endeavours as agent of the Company to procure Placees to subscribe
for the Placing Shares.



The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing issued ordinary shares of 10 pence each in the
capital of the Company including the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary shares after
the date of issue of the Placing Shares.



In this Appendix, unless the context otherwise requires, Placee means a relevant
Person (including individuals, funds or others) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been given.



Application for listing and admission to trading



Application will be made to the UK Listing Authority (the "UKLA") for admission
of the Placing Shares to the Official List maintained by the UKLA (the "Official
List") and to the London Stock Exchange for admission to trading of the Placing
Shares on its market for listed securities. It is expected that dealings in the
Placing Shares will commence no later than Wednesday 16 March 2005.



Bookbuild



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



Principal terms of the Bookbuilding Process



Each of JPMorgan Cazenove and Merrill Lynch is arranging the Placing as an agent
of the Company.



Participation will only be available to persons invited to participate by either
of the Managers. Each of the Managers is entitled to enter bids as principal in
the Bookbuilding Process. The Bookbuilding Process will establish a single price
(the Placing Price) payable by all Placees. The Placing Price will be agreed
between the Managers and the Company following completion of the Bookbuilding
Process and any discount to the market price of the ordinary shares of the
Company will be determined in accordance with the Listing Rules and IPC
guidelines. The Placing price will be announced (the "Pricing Announcement") on
the Regulatory News Service no later than 11 March 2005.



To enter a bid into the Bookbuilding Process, you should communicate your bid by
telephone to your usual sales contact at JPMorgan Cazenove or Merrill Lynch.
Your bid should state the number of Placing Shares for which you wish to
subscribe at either the Placing Price which is ultimately established by the
Company and the Managers or at prices up to a price limit specified in your bid.


Each of the Managers reserves the right not to accept bids or to accept bids in
part rather than in whole. The acceptance of bids shall be at each of the
Manager's absolute discretion.



The Bookbuilding Process is expected to close no later than 4.30 p.m. (G.M.T.)
on 11 March 2005, but may be closed earlier at the sole discretion of the
Managers. Each of the Managers may, at its sole discretion, accept bids that are
received after the Bookbuilding Process has closed.



If successful, your allocation will be confirmed to you orally following the
close of the Bookbuilding Process, and a conditional contract note will be
dispatched as soon as possible thereafter. The relevant Manager's oral
confirmation to you, following completion of the bookbuilding process, will
constitute a legally binding commitment upon you to subscribe for the number of
Placing Shares allocated to you on the terms and conditions set out in this
Appendix and in accordance with the Company's Memorandum and Articles of
Association. The Managers will make a further announcement following the close
of the Bookbuilding Process detailing the number of Placing Shares to be issued
and the price at which the Placing Shares have been placed.



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



Conditions of the Placing



The Placing is conditional, inter alia, on admission of the Placing shares to
the Official List maintained by the United Kingdom Listing Authority becoming
effective and the admission of the Placing shares to trading on the London Stock
Exchange's market for listed securities becoming effective and the commencement
of trading of the Placing shares on such market following admission by no later
than 8am on Wednesday 16 March 2005 (or such later time and/or date as the
Company, JPMorgan Cazenove and Merrill Lynch may agree). If, (a) the conditions
above are not satisfied or waived by both Managers within the stated time period
or (b) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse and your rights and obligations hereunder shall cease and
determine at such time and no claim can be made by you in respect thereof.



By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by you. The Managers reserve
the right (with the agreement of the Company) to waive or to extend the time and
/or date for fulfillment of any of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments. Neither of the
Managers shall have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement.



Right to terminate under the Placing Agreement



JPMorgan Cazenove and Merrill Lynch may by notice in writing to the Company
prior to commencement of trading in the Placing shares to terminate their
obligations under the Placing Agreement if:



1. There shall have come to the notice of Merrill Lynch and/or JPMorgan Cazenove
any breach of 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 which in each case is, in the good faith judgement of the
Agents, material in the context of the Placing; or



2. any of the conditions to which the Placing is subject have not been satisfied
by the Company or (to the extent waivable) waived by the Agents; or



3. there has occurred (a) any material adverse change in the financial markets
in the United States or the United Kingdom, (b) any outbreak or escalation of
hostilities, act of terrorism or other calamity or crisis or (c) any change or
development involving a prospective change in national or international
political, financial or economic conditions, or currency exchange rates; or



4. trading in any securities of the Company has been suspended or materially
limited by the relevant regulator, the Exchange or if trading generally on the
Exchange has been suspended or materially limited by the relevant regulator or
the Exchange or if minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by the Exchange, or any other
governmental authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United Kingdom; or



5. if a banking moratorium has been declared by either the United States or the
United Kingdom authorities.



By participating in the Bookbuilding Process you agree with the Managers that
the exercise by JPMorgan Cazenove and Merrill Lynch of any right or termination
or other discretion under the Placing Agreement shall be within the absolute
discretion of JPMorgan Cazenove and Merrill Lynch that the Managers need make no
reference to you and shall have no liability to you whatsoever in connection
with any such exercise.



No Prospectus



No prospectus has been or will be submitted to be approved by the UKLA or filed
with the Registrar of Companies in Scotland in relation to the Placing Shares
and the Placees' commitments will be made solely on the basis of the information
contained in this announcement, the Pricing Announcement, the Acquisition
Announcement made today (the "Acquisition 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"). Each Placee, by accepting a participation 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 the Company and neither of the Managers will be liable 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.



Registration and Settlement



Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Each of the
Managers reserves the right to require settlement for and delivery of the
Placing Shares to Placees in such other means that it deems necessary if
delivery or settlement is not possible within the CREST system within the
timetable set out in this announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.



If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a conditional contract note. Settlement will be on a T+3 basis. Interest is
chargeable daily on payments to the extent that value is received after the due
date at the rate of 5 percentage points above prevailing LIBOR.



If you do not comply with these obligations, the relevant Manager may sell your
Placing Shares on your behalf and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due. You
will, however, remain liable for any shortfall below the Placing Price and you
may be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon any transaction in the Placing
Shares on your behalf.



If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the conditional contract note is copied and delivered immediately to
the relevant person within that organisation.



Insofar as Placing Shares are registered in your name or that of your nominee or
in the name of any person for whom you are contracting as agent or that of a
nominee for such person, such Placing Shares will, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty reserve
tax. You will not be entitled to receive any fee or commission in connection
with the Placing.



Representations and Warranties



By participating in the Bookbuilding Process you (and any person acting on your
behalf):



1. represent and warrant that you have read this announcement;



2. acknowledge that the content of this announcement the Acquisition
Announcement, the Pricing Announcement and any other Publicly Available
Information is exclusively the responsibility of the Company;



3. represent and warrant that the only information upon which you have relied in
committing yourself to subscribe for the Placing Shares is that contained in
this announcement and confirm that you have neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
the Company or either of the Managers;



4. you represent and warrant that you are not, or at the time the Placing Shares
are subscribed and purchased will not be subscribing on behalf of a resident of
Australia, Canada, Japan or South Africa;



5. acknowledge that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Canada, Japan or South Africa
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within Australia,
Canada, Japan or South Africa;



6. represent and warrant that you are entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to you
and that you have fully observed such laws and obtained all such governmental
and other guarantees and other consents which may be required thereunder and
complied with all necessary formalities;



7. acknowledge that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities laws of any state of the
United States and may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirement of the Securities Act.  The Placing Shares are being
offered and sold on behalf of the Company only outside the United States in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act
(Regulation S);



8. acknowledge that the Placing Shares have not been approved or disapproved by
the United States Securities and Exchange Commission, any state securities
commission in the United States or any other United States regulatory authority;




9. represent and warrant that you (a) are not in the United States (within the
meaning of Regulation S) and are subscribing for the shares in an offshore
transaction in accordance with Regulation S;



10. represent and warrant that the issue to you, or the person specified by you
for registration as holder, of Placing Shares will not give rise to a liability
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services);



11. if you are in the UK, you represent and warrant that you have complied with
your obligations in connection with money laundering under the Criminal Justice
Act 1993, the Money Laundering Regulations (1993) (the Regulations) and, if you
are making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by you to verify the identity of the third party as
required by the Regulations;



12. represent and warrant that you fall within paragraph 3(a) of Schedule 11 to
the Financial Services and Markets Act 2000 (FSMA), being a person whose
ordinary activities involve you in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of your business, and
within Article 19 and/or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, as amended, and undertake that you will
acquire, hold, manage or dispose of any Placing Shares that are allocated to you
for the purposes of your business;



13. represent and warrant that you have not offered or sold and, prior to the
expiry of a period of six months from the commencement of trading of the Placing
Shares, will not offer or sell any Placing Shares to persons in the United
Kingdom 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 the Public Offers of Securities Regulations 1995, as amended;



14. represent and warrant that you have 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 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;



15. represent and warrant that you have complied and will comply with all
applicable provisions of FSMA with respect to anything done by you in relation
to the Placing Shares in, from or otherwise involving the United Kingdom;



16. represent and warrant that you have all necessary capacity and have obtained
all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf you are acting,
all necessary consents and authorities to agree to the terms set out or referred
to in this announcement);



17. undertake that you will pay for the Placing Shares acquired by you 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 subscribers
at such price as each of the Managers determines;



18. acknowledge that participation in the Placing is on the basis that, for the
purposes of the Placing, you are not and will not be clients of either of the
Managers and that neither of the Managers has duties or responsibilities to you
for providing the protections afforded to their 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;



19. undertake that the person who you specify 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. Neither of the Managers nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of the
Placee agrees to subscribe on the basis that the Placing Shares will be allotted
to the CREST stock account of either of the Managers who will hold them as
nominee on behalf of the Placee until settlement in accordance with its standing
settlement instructions; and



20. acknowledge that any agreements entered into by the Placee pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and you submit (on behalf of yourself and on behalf of any
Placee on whose behalf you are acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract. The Company, the Managers and others will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements.



The agreement to settle your subscription (and/or the subscription of a person
for whom you are contracting as agent) free of stamp duty and stamp duty reserve
tax depends on the settlement relating only to a subscription by you and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to transfer the Placing Shares
into a clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable, for which neither the Company nor either of the Managers
will be responsible. If this were the case, you should take your own advice and
notify the relevant Manager accordingly.



END


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