New Strategic Investor
EcoSecurities Group plc
22 June 2007
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL
ECOSECURITIES GROUP PLC
CARBON MARKET LEADER ECOSECURITIES GROUP PLC ANNOUNCES PLANS TO RAISE UP TO
€100 MILLION THROUGH CREDIT SUISSE STRATEGIC EQUITY STAKE AND
PROPOSED INSTITUTIONAL SHARE PLACING
Dublin, Ireland - EcoSecurities Group plc ("EcoSecurities", or the "Company"),
one of the world's leading companies in the business of originating,
implementing and commercialising carbon credits from greenhouse gas emission
reduction projects, and Credit Suisse, a leading global investment bank, today
announces that Credit Suisse will make a strategic investment of approximately
€44.0 million (£29.6 million) in the Company (the "Strategic Investment"). In
addition, EcoSecurities announces a proposed institutional placing of new
ordinary shares of 0.25 cents each in the capital of the Company (the "Ordinary
Shares") to raise up to €56.0 million (£37.7 million) and a placing of up to 9.4
million existing Ordinary Shares (the "Institutional Placing").
Highlights
• Credit Suisse International ("CSI"), a subsidiary of Credit Suisse, a
leading global investment bank, will subscribe for approximately 9.2 million
new Ordinary Shares at a price of 320 pence per share, calculated with
reference to the volume weighted average price over the previous 15 trading
days, representing approximately 9.0 per cent of the issued share capital of
EcoSecurities following completion of that subscription.
• The Strategic Investment will raise cash proceeds of approximately €44.0
million (£29.6 million) for the Company.
• EcoSecurities' directors anticipate the Strategic Investment will provide
opportunities for the Company and Credit Suisse's energy franchise to
develop a long-term relationship. This relationship will involve
co-operation on a broad range of projects across the world focusing on, but
not limited to, carbon credit and emission reduction origination and
trading.
• The proposed Institutional Placing will comprise a placing of new Ordinary
Shares to raise up to €56.0 million (£37.7 million) and a placing with
institutional investors of up to 9.4 million existing Ordinary Shares.
• Proceeds of up to €100.0 million (£67.2 million) from the Institutional
Placing and the Strategic Investment will be utilised in the expansion of
EcoSecurities' current business activities and the pursuit of new carbon
market opportunities, including acquisitions of carbon credit portfolios or
companies, accelerated expansion into the rapidly evolving US carbon market,
further expansion into voluntary carbon markets in Europe, and establishment
of a carbon credit secondary trading desk.
Strategic Investment
Pursuant to a subscription agreement entered into today with CSI (the
"Subscription Agreement"), CSI will subscribe for approximately 9.2 million new
Ordinary Shares at a price of 320 pence per share, representing approximately
9.9 per cent of the current issued share capital of EcoSecurities and
approximately 9.0 per cent of EcoSecurities' issued share capital following
completion of the Subscription Agreement. The Strategic Investment will raise
cash proceeds of approximately €44.0 million (£29.6 million) for the Company.
EcoSecurities and Credit Suisse believe that their strategic partnership will
provide opportunities for the two organisations to develop a relationship based
on a mutual "partner of choice" status leveraging both parties' respective
strengths.
Specific areas of intended cooperation include:
• development of carbon credit origination opportunities through Credit
Suisse's extensive network of clients;
• a facility for the origination of emission reduction projects of up to
€1.0 billion (£672.4 million);
• development of carbon credit commercialisation products to increase the
liquidity of EcoSecurities' carbon credit portfolio;
• co-investments and joint ventures in emission reduction projects;
• sourcing third party finance for investment in projects;
• development and issuance of carbon linked securities; and
• further expansion of EcoSecurities' business in the US and the voluntary
emission reduction markets.
Application will be made for the new Ordinary Shares to be issued to CSI to be
admitted to trading on the AIM market of the London Stock Exchange plc ("AIM")
(pursuant to Rule 6 of the AIM Rules for Companies) ("Admission").
Credit Suisse has also agreed not to increase its shareholding above 9.9 per
cent of the Company's issued share capital without the prior consent of the
Company, save in certain circumstances, including an announcement by a third
party of an offer for the Company, or the proposed acquisition of 30 per cent or
more of the Company's issued share capital. The Company has granted Credit
Suisse the right to hold up to 9.9 per cent. of the Company's issued share
capital, including, inter alia, through participation in non-pre-emptive offers
made by the Company.
"We are excited to invest in EcoSecurities, one of the leading players in the
global carbon market, and are committed to forging a strong partnership. This
transaction reflects yet another important milestone in Credit Suisse's
long-standing commitment to sustainability, and expands our leadership in the
carbon market, while underscoring our deep commitment to this important high
growth sector," said Paul Calello, CEO of Credit Suisse's Investment Bank. "
Whether we're advising clients in the clean energy space, or sourcing carbon
credits in emerging markets and distributing them to investors worldwide, Credit
Suisse is committed to finding innovative ways to benefit the environment as
well as our clients, shareholders and employees."
"Our partnership with EcoSecurities brings together the complementary
capabilities, relationships and resources of two leaders in the carbon market,"
said Paul Ezekiel, Managing Director and Head of Credit Suisse's carbon trading
business. "Through this strategic relationship, our firms are ideally
positioned to serve the needs of companies and governments aiming to reduce
carbon emissions or comply with environmental regulations, while at the same
time providing investors with financial opportunities related to global climate
change."
EcoSecurities is being advised by Lazard & Co., Limited ("Lazard") in relation
to the Strategic Investment.
Institutional Placing
The proposed Institutional Placing will comprise a fundraising of up to €56.0
million (£37.7 million) from a placing of new Ordinary Shares in the capital of
EcoSecurities, and a placing with institutional investors of up to 9.4 million
existing Ordinary Shares by certain existing shareholders (the "Selling
Shareholders").
Proceeds of up to €100.0 million (£67.2 million) from the Strategic Investment
and the Institutional Placing will be utilised in the expansion of current
business activities and pursuit of new carbon market opportunities.
The proceeds are expected to be allocated to the following:
• Certified Emission Reduction ("CER") origination structures, such as
co-investment in emission reduction projects;
• acquisition of carbon credit portfolios or companies developing emission
reduction projects increasing the scale and reach of EcoSecurities' carbon
credit portfolio;
• accelerated expansion into the rapidly evolving US carbon market;
• further expansion into voluntary carbon markets in Europe;
• direct investment in emission reduction projects to leverage
EcoSecurities' origination network; and
• establishment of a CER secondary trading desk to provide increased
liquidity to project clients and compliance buyers.
The existing Ordinary Shares proposed to be sold under the Institutional Placing
will represent up to 9.2 per cent. of the issued share capital of EcoSecurities
immediately prior to the Institutional Placing and following Credit Suisse's
investment in the Company. The sale of existing shares by the Selling
Shareholders in the Company represents the first such sale in the history of the
Company, including during its initial public offering 18 months ago. The
existing shares being sold represent approximately 17 per cent. of the current
aggregate beneficial interests of the Selling Shareholders (assuming full
take-up under the Institutional Placing of such shares).
The Institutional Placing will be marketed by Hoare Govett Limited ("Hoare
Govett"). Bookbuilding will commence today. The book is expected to close at or
before 4:30pm (London time) on 2 July 2007. The placing price and the exact
number of Ordinary Shares to be placed are expected to be announced at or before
8:00am (London time) on 3 July 2007. Hoare Govett reserves the right to close
the book at any earlier date and to accept bids that are received after the
bookbuilding process has ended. The Institutional Placing will not be
underwritten by Hoare Govett.
The new Ordinary Shares to be issued pursuant to the Strategic Investment and
Institutional Placing will rank pari passu in all respects with EcoSecurities'
existing Ordinary Shares including the right to all dividends and distributions
declared, made or paid after their date of issue. Applications will be made for
such Ordinary Shares to be admitted to trading on AIM (pursuant to Rule 6 of the
AIM Rules for Companies). Admission of the new Ordinary Shares being issued
pursuant to the Strategic Investment is expected to occur on or around 8.00am on
29 June 2007. Admission of the new Ordinary Shares being issued pursuant to the
Institutional Placing is expected to occur on or around 8.00am on the day
following an extraordinary general meeting of the Company to be convened after
the bookbuilding period (the "EGM").
The placing of new Ordinary Shares under the Institutional Placing is
conditional, inter alia, on completion of the Subscription and on the approval
by the Company's shareholders of the resolutions set out in the notice convening
the EGM. It is expected that the EGM will be held on 26 July 2007. A circular
will be sent to shareholders at the conclusion of the bookbuilding process.
Further details of the Institutional Placing are contained in the Appendix to
this Announcement.
Current Trading
• The development of the Company's core business continues to progress.
During 2007, the Company has continued to grow the origination, implementation
and commercialisation of its carbon credit portfolio.
• Clean Development Mechanism ("CDM") project origination has progressed
steadily with the gross contract volume of the Company's emission reduction
projects increasing to 178 million carbon credits at present - an increase of
approximately 14 per cent. since 31 December 2006. In line with the Company's
policy of continually assessing the projects within the portfolio for expected
CER generation, this amount takes into account volume adjustments. As projects
progress through the CDM implementation cycle and become operational,
EcoSecurities' confidence in project volumes and individual project performance
becomes more certain.
• The Company is seeing increasing competition for projects in certain
markets and project types derived from overall expansion and investment in the
industry, though impact on origination volumes and pricing has not been
material.
• On a net entitlement basis the CER portfolio has grown by 22 per cent.
to 155 million tonnes since 31 December 2006, reflecting the Company's focus on
the acquisition of carbon credits through principal agreements.
• The CDM project portfolio remains highly diversified by geography,
technology and CDM methodology, with a total of 422 projects, up from 353 as at
31 December 2006. The projects are located in 35 countries and encompass 18
different technologies. Continued diversification of the portfolio has been a
key factor in mitigating portfolio risk and in the Company's strong forward
sales pricing.
• CDM project implementation continues to progress. Of the 422 projects
in the portfolio, at present 348 are now financed, 122 are under construction
and 135 are operational. At present, 69 projects have been registered with the
CDM Executive Board, up from 53 as at 31 December 2006. These results were
achieved notwithstanding the challenges presented by the process of CDM project
validation, host country approval and CDM Executive Board registration. Capacity
to process project validations and verifications by Designated Operational
Entities as well as project registration submissions with the CDM Executive
Board, remains constrained given the large increase in the overall CDM market.
• To date EcoSecurities has pre-sold €410 million (£276 million) of
CERs, predominantly to large corporate and government buyers. Purchasers have
committed to these volumes and when CER deliveries are made this will produce a
steady stream of revenues for the Company from 2008 through to 2013 (deliveries
in 2013 primarily relate to buyers' compliance obligations in 2012). The
expected net trading margin on current forward CER sales of 34 million tonnes
now totals €178 million (£121 million).
• The Company's financial performance for the year to date is in line
with management's expectations.
Board of Directors
Following the Institutional Placing, Credit Suisse will appoint a non-executive
director to the Board, while Brent Bechtle, previously appointed to the Board by
Cargill, and Jesse Fink, previously appointed to the Board by MSM Capital
Partners, will step down as non-executive directors of EcoSecurities.
EcoSecurities intends to recruit additional non-executive directors in due
course.
Comment
Commenting on the transaction, Bruce Usher, CEO of EcoSecurities, said:
"This investment by a pre-eminent investment bank engaged in the carbon market
represents a significant endorsement of the strength of our business and
strategy within the rapidly developing carbon market. We are excited by the
opportunities that EcoSecurities will capture with the additional capital that
these transactions will supply and the expertise that Credit Suisse can provide
as a partner. They will give EcoSecurities the ability to simultaneously
consolidate our lead in the core CDM market, while accelerating our move into
new growth markets that have materialized since our initial public offering 18
months ago. These include rapid developments in the US and voluntary markets,
post 2012 market opportunities, secondary carbon credit trading, and the
opportunity to invest directly in underlying projects and businesses. The
carbon markets are growing rapidly and EcoSecurities is well positioned as a
leader in the industry to capitalize on new opportunities."
CDM = Clean Development Mechanism, the provision of the Kyoto Protocol that
governs project level carbon credit transactions between developed and
developing countries.
CER = Certified Emission Reduction, carbon credits created by Clean Development
Mechanism projects. One CER corresponds to 1 tonne of CO2e emission reductions.
EU ETS = European Union Emissions Trading Scheme, a market based 'cap and trade'
system for green house gases adopted by the European Union member states.
Net Trading Margin = The resulting gross profit on the sale of CERs less the
direct purchase cost.
VER = Voluntary or Verified Emission Reduction, carbon credits created by
emission reduction projects. One VER corresponds to 1 tonne of CO2e emission
reductions.
Enquiries
EcoSecurities
Bruce Usher, CEO +353 1613 9814
Pedro Moura Costa, COO and President
Jack MacDonald, CFO
Credit Suisse
Bruce Corwin +1 212 325 0932
Lazard & Co., Limited (financial adviser
to EcoSecurities)
Peter Warner +44 (0)207 187 2681
Hoare Govett Limited (NOMAD and
corporate broker to EcoSecurities)
Hugo Fisher +44 (0)207 678 8000
Lee Morton
Citigate Dewe Rogerson
Kevin Smith / Ged Brumby +44 (0) 20 7638 9571
Notes to Editors
EcoSecurities is one of the world's leading companies in the business of
originating, developing and trading carbon credits. EcoSecurities structures and
guides greenhouse gas emission reduction projects through the Kyoto Protocol,
working with both project developers and buyers of carbon credits.
EcoSecurities works with companies in developing and industrialising countries
to create carbon credits from projects that reduce emissions of greenhouse
gases. EcoSecurities has experience with projects in the areas of renewable
energy, agriculture and urban waste management, industrial efficiency, and
forestry. With a network of offices and representatives in 35 countries on five
continents, EcoSecurities has amassed one of the industry's largest and most
diversified portfolios of carbon projects.
EcoSecurities also works with companies in the developed world to assist them in
meeting their greenhouse gas emission compliance targets. Utilising its highly
diversified carbon credit portfolio, EcoSecurities is able to structure carbon
credit transactions to fit compliance buyers' needs, and has executed
transactions with both private and public sector buyers in Europe, North America
and Japan.
Working at the forefront of carbon market development, EcoSecurities has been
involved in the development of many of the global carbon market's most important
milestones, including developing the world's first CDM project to be registered
under the Kyoto Protocol. EcoSecurities' consultancy division has been at the
forefront of significant policy and scientific developments in this field.
EcoSecurities has been recognised as the world's leading greenhouse gas advisory
firm over the last five years by reader surveys conducted by Environmental
Finance Magazine.
EcoSecurities Group plc is listed on the London Stock Exchange AIM (ticker ECO).
Additional information is available at www.EcoSecurities.com.
As one of the world's leading banks, Credit Suisse provides its clients with
investment banking, private banking and asset management services worldwide.
Credit Suisse offers advisory services, comprehensive solutions and innovative
products to companies, institutional clients and high-net-worth private clients
globally, as well as retail clients in Switzerland. Credit Suisse is active in
over 50 countries and employs approximately 45,000 people. Credit Suisse's
parent company, Credit Suisse Group, is a leading global financial services
company headquartered in Zurich. Credit Suisse Group's registered shares (CSGN)
are listed in Switzerland and, in the form of American Depositary Shares (CS),
in New York. Further information about Credit Suisse can be found at
www.credit-suisse.com.
In its Investment Banking business, Credit Suisse offers securities products and
financial advisory services to users and suppliers of capital around the world.
Operating in 57 locations across 26 countries, Credit Suisse is active across
the full spectrum of financial services products including debt and equity
underwriting, sales and trading, mergers and acquisitions, investment research,
and correspondent and prime brokerage services.
Lazard & Co., Limited is acting as financial adviser exclusively for
EcoSecurities in connection with the Strategic Investment and no-one else and
will not be responsible to anyone other than EcoSecurities for providing the
protections offered to clients of Lazard & Co., Limited nor for providing advice
in relation to the Strategic Investment.
Hoare Govett is acting as nominated adviser and corporate broker exclusively for
EcoSecurities in connection with the Strategic Investment and the Institutional
Placing and no-one else and will not be responsible to anyone other than
EcoSecurities for providing the protections offered to clients of Hoare Govett
nor for providing advice in relation to the Strategic Investment and the
Institutional Placing.
Hoare Govett's responsibilities as EcoSecurities' nominated adviser under the
AIM Rules for Nominated Advisers will be owed solely to the London Stock
Exchange plc and are not and will not be owed to EcoSecurities or to any
director or proposed director of EcoSecurities or to any other person. No
representation or warranty, express or implied, is made by Hoare Govett as to
any of the contents of this Announcement.
This Announcement does not constitute an offer to sell or an invitation to
subscribe for, or the solicitation of an offer to buy or to subscribe for,
Ordinary Shares in any jurisdiction in which such an offer or solicitation is
unlawful and is not for distribution in or into Canada, Japan, the United
States, the Republic of Ireland or Australia (the "Prohibited Territories") or
to U.S. persons (within the meaning of Regulation S of the United Securities Act
1933 (as amended) (the "Securities Act"). The Ordinary Shares have not been and
will not be registered under the Securities Act or under the applicable
securities laws of any state in the United States or any Prohibited Territory
and, unless an exemption under such Acts or laws is available, may not be
offered for sale or subscription or sold or subscribed directly or indirectly
within the Prohibited Territories or for the account or benefit of any national,
resident or citizen of the Prohibited Territories. The distribution of this
Announcement in other jurisdictions may be restricted by law and therefore
persons into whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.
The contents of this Announcement are not to be construed as legal, financial or
tax advice. If necessary, each recipient of this Announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement has been issued by, and is the sole responsibility of,
EcoSecurities. Neither Hoare Govett nor Lazard nor any of their respective
affiliates and agents shall have any liability for any information contained in
this Announcement.
This Announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as ''intends'', '
'expects'', ''anticipates'', ''estimates'' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
therefore undue reliance should not be placed on such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and neither the Company, Hoare Govett, Lazard nor any other person undertakes
any obligation to update publicly any of them in light of new information or
future events except as required by the AIM Rules. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED WITH,
RECOMMENDED, APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
APPENDIX: TERMS AND CONDITIONS OF THE INSTITUTIONAL PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL
IMPORTANT INFORMATION FOR PLACEES ONLY
Eligible participants in the bookbuilding process and the Institutional Placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE INSTITUTIONAL
PLACING. THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR
ARE PERSONS FALLING WITHIN ARTICLE 49(2) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED AND ARE PERSONS WHO FALL WITHIN PARAGRAPH (7) OF
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AND ITS CONTENTS MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND 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. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO
DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DO NOT CONSTITUTE AN OFFER, OR FORM
PART OF, ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN ECOSECURITIES
GROUP PLC (THE "COMPANY"). THE NEW ORDINARY SHARES TO BE ISSUED BY THE COMPANY
(THE "NEW ORDINARY SHARES") AND THE ORDINARY SHARES TO BE SOLD BY CERTAIN
SHAREHOLDERS IN THE COMPANY (THE "SALE SHARES" AND, TOGETHER WITH THE NEW
ORDINARY SHARES, THE "PLACING SHARES") THAT ARE THE SUBJECT OF THE INSTITUTIONAL
PLACING REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THIS PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT ("REGULATION S"))
MEETING THE REQUIREMENTS OF REGULATION S AND MAY BE MADE WITHIN THE UNITED
STATES TO A LIMITED NUMBER OF INSTITUTIONAL INVESTORS WHO ARE QUALIFIED
INSTITUTIONAL BUYERS ("QIBS") WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") IN TRANSACTIONS THEY ARE EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.
Persons who are invited to and who choose to participate in the Institutional
Placing ("Placees") by making an oral offer to subscribe for or acquire Placing
Shares will be deemed to have read and understood this Announcement (including
this Appendix) in its entirety and to be making such offer on the terms and
conditions contained in this Appendix, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings, in each case as
contained in this Appendix.
In particular, each Placee represents, warrants and acknowledges that it:
1. is a Relevant Person; and
2. is subscribing for or acquiring the Placing Shares for its own account or is
subscribing for or acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and in either case not with a view
to, or for resale in connection with, the distribution thereof, in whole or in
part, in the United States and that: (i) it is not a "U.S. person", within the
meaning of Regulation S under the Securities Act; or (ii) it (and any such
account) is a QIB as such term is defined in Rule 144A.
This Announcement (including this Appendix) does not constitute or form part of
any offer or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares in the United States, Australia,
Canada, Japan or the Republic of Ireland or in any other jurisdiction in which
such offer or solicitation is or may be unlawful and the information contained
herein is not for publication or distribution to persons in the United States
(including U.S. persons), Australia, Canada, Japan or the Republic of Ireland or
any jurisdiction in which such publication or distribution is unlawful. Any
failure to comply with these restrictions may constitute a violation of US,
Australian, Canadian, Japanese or Irish securities laws. Persons receiving this
Announcement (including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it in, into or from the United States, or use
the United States mails, directly or indirectly, in connection with the Placing,
and by so doing may invalidate any related purported application for Placing
Shares. The Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other jurisdiction
of the United States, and, subject to certain exceptions from the appropriate
requirements of such jurisdiction, may not be offered, sold, resold or
delivered, directly or indirectly in or into the United States. No public
offering of the Placing Shares is being made in the United States. The Placing
Shares are being offered and sold (i) outside the United States in reliance on
Regulation S under the Securities Act and (ii) to QIBs in a transaction exempt
from, or not subject to, the registration requirements of the Securities Act.
The distribution of this Announcement (including this Appendix) and the placing
and/or issue of Ordinary Shares and/or the sale of Ordinary Shares (as defined
below) in certain other jurisdictions may be restricted by law. No action has
been taken by the Company or Hoare Govett that would permit an offer of Ordinary
Shares or possession or distribution of this Announcement (including this
Appendix) 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 (including this Appendix) comes are
required by the Company and Hoare Govett to inform themselves about and to
observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
Hoare Govett has entered into a conditional placing agreement with the Company
and the Vendors (the "Placing Agreement") whereby Hoare Govett has, on the terms
and subject to the conditions set out therein, agreed to use its reasonable
endeavours as agent for and on behalf of the Company and the Vendors to procure
Placees for the Placing Shares.
The New Ordinary Shares will when issued be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of EUR
0.0025 each of the Company (the "Ordinary Shares"), 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.
Application for admission to trading
Application will be made to the London Stock Exchange for Admission of the New
Ordinary Shares the AIM market of the London Stock Exchange plc. It is expected
that Admission will take place and dealings in the New Ordinary Shares are
expected to commence on or around 27 July 2007.
Bookbuilding process
Commencing today, Hoare Govett is conducting a bookbuilding process (the "
Bookbuilding Process") to determine demand for participation in the
Institutional Placing. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Institutional Placing. No
commissions will be paid to Placees or by Placees in respect of their agreement
to subscribe for or acquire any Placing Shares.
Hoare Govett will be entitled to effect the Institutional Placing by such
alternative method to the Bookbuilding Process as it may, in its sole
discretion, determine. To the fullest extent permissible by law, neither Hoare
Govett nor any holding company thereof, nor any subsidiary, branch or affiliate
of Hoare Govett or any such holding company (each an "Affiliate") shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise) in connection with the Institutional Placing or the
Bookbuilding Process or such alternative method of effecting the Institutional
Placing. In particular, neither Hoare Govett nor any Affiliate thereof shall
have any liability in respect of its conduct of the Bookbuilding Process or of
such alternative method of effecting the Institutional Placing as Hoare Govett
may determine.
Participation in, and principal terms of, the Bookbuilding Process
By participating in the Bookbuilding Process and the Institutional Placing,
Placees will be deemed to have read and understood this Announcement (including
this Appendix) in its entirety and to be participating and making an offer for
Placing Shares at the Placing Price on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and undertakings,
contained in this Appendix. A further announcement will be made following the
close of the Bookbuilding Process detailing the Placing Price at which the
Placing Shares are being placed.
The circular to be prepared in connection with the Institutional Placing (the
"Circular") is not expected to be available for a period which is estimated at
around 11 days from today and your commitment will be on the basis of the
information in this Announcement (including this Appendix) and previously
published information on the Company. The Circular will contain a notice
convening an Extraordinary General Meeting of the Company at which resolutions
to approve matters relating to the Placing will be proposed (the "Resolutions").
Hoare Govett reserves the right to scale back the number of Placing Shares to be
subscribed for by any Placee in the event of oversubscription under the Placing.
Hoare Govett reserves the right not to accept offers to subscribe for or
purchase Placing Shares or to accept such offers in part rather than in whole.
The acceptance of offers shall be at the absolute discretion of Hoare Govett.
If any of the Resolution is not passed, Hoare Govett reserves the right to scale
back the number of Placing Shares to be subscribed for by any Placee on a pro
rata basis.
Hoare Govett (whether through itself or its Affiliates) is arranging the Placing
as an agent of the Company (in respect of the New Ordinary Shares) and the
Vendors (in respect of the Sale Shares).
Hoare Govett and its Affiliates are entitled to participate as principals in the
Bookbuilding Process.
The Bookbuilding Process is expected to close no later than 4.30 p.m. London
time on 2 July 2007, but may be closed earlier at the sole discretion of Hoare
Govett. Hoare Govett may, at its sole discretion, accept bids that are received
after the Bookbuilding Process has closed.
The Institutional Placing will not be underwritten by Hoare Govett.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will not be capable of variation or revocation after the close
of the Bookbuilding Process.
A person who wishes to participate in the Bookbuilding Process should
communicate its offer by telephone to its usual sales contact at ABN AMRO Bank
N.V. (London branch) or Lee Morton at Hoare Govett on +44 (0)207 678 1139. If
successful, an allocation will be confirmed orally to such person following the
close of the Bookbuilding Process, and a contract note setting out settlement
instructions will be dispatched as soon as possible thereafter. Hoare Govett's
oral confirmation will constitute a legally binding commitment upon such person
(who will at that point become a Placee) to subscribe for or purchase the number
of Placing Shares allocated to that Placee on the terms and conditions set out
in this Appendix and in accordance with the Company's memorandum and articles of
association. Each Placee's obligations will be owed to the Company (in respect
of the New Ordinary Shares) and the Vendors (in respect of the Sale Shares) and
to Hoare Govett through whom such Placee submitted its offer. Each Placee will
also have an immediate, separate, irrevocable and binding obligation, owed to
Hoare Govett and the Company, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for.
All obligations under the Institutional Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Institutional
Placing".
Conditions of the Institutional Placing
The Institutional Placing is conditional on the Placing Agreement becoming
unconditional in all respects and not having been terminated in accordance with
its terms. The obligations of Hoare Govett under the Placing Agreement are
conditional, inter alia, upon:
(a) the posting of the Circular in accordance with the terms of the Placing
Agreement, expected for this purpose to occur on or around 3 July 2007;
(b) the approval by the Company's shareholders of the resolutions set out in the
notice convening an Extraordinary General Meeting of the Company expected to be
held on or around 26 July 2007;
(c) the subscription agreement to be entered into between the Company and Credit
Suisse International relating to the subscription of certain new Ordinary Shares
in the capital of the Company (the "Subscription Agreement") being completed in
accordance with its terms;
(d) the resolutions to be proposed at the Extraordinary General Meeting of the
Company expected to be convened for this purpose on or around 26 July 2007
having been passed thereat without any amendment; and
(e) Admission taking place in accordance with the terms of the Placing
Agreement, which is expected to occur on or around 8.00 a.m. on 27 July 2007.
If (a) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by Hoare Govett by the respective time or date where
specified (or such later time or date as Hoare Govett and the Company may agree
but not later than 3.00 p.m. on 6 August 2007 (the "Long Stop Date") or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Institutional Placing will lapse and the Placees' rights and obligations
hereunder shall cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and will not be capable of rescission or termination by it.
Hoare Govett may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company or the Vendors with, or extend the time and/or date
for fulfilment by the Company of, the whole or any part of any of their
respective obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out in
this Announcement.
None of Hoare Govett, the Company or the Vendors nor any of their respective
directors, officers, employees or advisers 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 Hoare Govett 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 Institutional Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Institutional Placing
generally.
Right to terminate under the Placing Agreement
Hoare Govett may, at any time before Admission, terminate the Placing Agreement
in accordance with the terms of the Placing Agreement by giving notice to the
Company and the Vendors in certain circumstances, including the occurrence of a
force majeure event or a material adverse change in the condition (financial,
operational, legal or otherwise) or the earnings or business affairs or business
prospectus of EcoSecurities Group plc and its subsidiaries (the "Group"),
whether or not arising in the ordinary course of business.
If the obligations of Hoare Govett under the Placing Agreement are 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 in
respect thereof.
By participating in the Institutional Placing, each Placee agrees with Hoare
Govett that the exercise by Hoare Govett of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Hoare Govett and that Hoare Govett need not make any reference to any such
Placee and that Hoare Govett shall have no liability whatsoever to any such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in connection with the exercise of such rights.
No prospectus
No prospectus, admission document or other offering document has been or will be
submitted to be approved by the FSA in relation to the Institutional Placing and
the Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and any information
publicly announced to a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement (the "Public Available
Information"). Each Placee, by accepting a participation in the Institutional
Placing, agrees and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
Hoare Govett, the Company or the Vendors and none of the Company, the Vendors or
Hoare Govett will be liable for any Placee's decision to participate in the
Institutional 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 and trading position of the Group in
accepting a participation in the Institutional Placing. Each Placee resident in
the United States (a "US Placee") further acknowledges and agrees that it has
consulted with its own independent advisors or otherwise has satisfied itself
concerning, without limitation, relevant legal, currency and other economic
considerations and the effects of the United States federal, state and local
income tax laws and foreign tax laws, generally, and the US Investment Company
Act of 1940, as amended, and the Securities Act, specifically. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: IE00B0PR8X46) following
Admission will take place within the CREST system, subject to certain
exceptions. Hoare Govett reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement (including this
Appendix) or would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Institutional Placing will be sent a
contract note (the "Contract Note") stating the number of Placing Shares
allocated to it, the Placing Price, the aggregate amount owed by such Placee to
Hoare Govett and settlement instructions. ABN AMRO Bank N.V. (London Branch) is
acting as Hoare Govett's settlement agent and Placees should settle against
CREST ID: 521, account designation "AGENT". It is expected that such Contract
Notes will be despatched by no later than 3 July 2007 and that the trade date
will be on 3 July 2007. Each Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with the
settlement instructions set out in the Contract Note.
It is expected that settlement will be on or around 27 July 2007 in accordance
with the instructions set out in the Contract Note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above and in the Contract Note
at the rate of 2 percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, Hoare Govett may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Hoare
Govett's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Contract Note is copied and delivered immediately
to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below (and in particular subject to paragraph 20 below), be so
registered free from any liability to Irish stamp duty on the issue of the New
Ordinary Shares and UK stamp duty or stamp duty reserve tax on the issue and
transfer of the Placing Shares. Irish stamp duty will be payable on the transfer
of the Placing Shares but the Vendors have agreed to pay this amount (see
below). No Placee (or any nominee or other agent acting on behalf of a Placee)
will be entitled to receive any fee or commission in connection with the
Institutional Placing.
Representations and warranties
By participating in the Bookbuilding Process, each Placee (and any person acting
on such Placee's behalf):
1. represents and warrants that it has read this Announcement (including this
Appendix) in its entirety and acknowledges that its participation in the
Institutional Placing will be governed by the terms of this Appendix;
2. represents and warrants that it has received this Announcement (including
this Appendix) solely for its use and has not redistributed or duplicated it;
3. represents and warrants that it has not received a prospectus, admission
document or other offering document in connection with the Institutional Placing
and acknowledges that no prospectus, admission document or other offering
document has been prepared in connection with the Institutional Placing;
4. acknowledges that neither of Hoare Govett nor any of its Affiliates nor any
person acting on behalf of Hoare Govett or its Affiliates nor the Company and
its affiliates nor any of the Vendors has provided, and will not provide it with
any material regarding the Placing Shares or the Group other than this
Announcement (including this Appendix); nor has it requested Hoare Govett, any
of its Affiliates or any person acting on behalf of Hoare Govett or any of its
Affiliates to provide it with any such information;
5. acknowledges that the content of this Announcement (including this Appendix)
and the Publicly Available Information is exclusively the responsibility of the
Company and that neither Hoare Govett, nor any of its Affiliates nor any person
acting on behalf of Hoare Govett or its Affiliates has or shall have any
liability for any information, representation or statement contained in this
Announcement (including this Appendix), any Publicly Available Information or
any other information previously published by or on behalf of the Company and
will not be liable for any Placee's decision to participate in the Institutional
Placing based on any information, representation or statement contained in this
Announcement (including this Appendix) or otherwise. Each Placee represents,
warrants and agrees that when making its investment decision to purchase the
Placing Shares it has relied only on information contained in this Announcement
(including this Appendix) and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has relied on its own investigation
with respect to the Placing Shares and the Group in connection with its decision
to subscribe for the Placing Shares and acknowledges that it is not relying on
any investigation that Hoare Govett, any of its Affiliates or any person acting
on behalf of Hoare Govett or its Affiliates may have conducted with respect to
the Placing Shares or the Group and none of such persons has made any
representations to it, express or implied, with respect thereto;
6. acknowledges that it has not relied on any information relating to the Group
contained in any research reports prepared by Hoare Govett, any of its
Affiliates or any person acting on behalf of Hoare Govett or its Affiliates and
understands that neither Hoare Govett, nor any of its Affiliates nor any person
acting on behalf of Hoare Govett or its Affiliates: (i) has or shall have any
liability for public information or any representation; (ii) has or shall have
any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of the
announcement or otherwise; and (iii) makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of the announcement or
otherwise;
7. represents and warrants that it, or the beneficial owner, as applicable, is
entitled to subscribe for and/or purchase Placing Shares under the laws of all
relevant jurisdictions which apply to it, or the beneficial owner, as
applicable, and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents in either case which may be
required thereunder and complied with all necessary formalities (including any
applicable foreign exchange rules);
8. represents and warrants that it has the power and authority to carry on the
activities in which it is engaged, to subscribe for the Placing Shares and to
execute and deliver all documents necessary for such subscription;
9. represents and warrants that it (or if acquiring the Placing Shares as
fiduciary or agent for any investor account, such investor) will be the
beneficial owner of such Placing Shares and that the beneficial owner of such
Placing Shares will not at the time the Placing Shares are acquired be a
resident of Australia, Canada, Japan or the Republic of Ireland;
10. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any of the
States of the United States, or under the securities legislation of Australia,
Canada, Japan or the Republic of Ireland and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or transferred, directly
or indirectly, within those jurisdictions;
11. represents and warrants that it is not a resident of or located in the
United States or acting in a non-discretionary basis for a person in the United
States and is purchasing the Placing Shares in an "offshore transaction" in
accordance with Regulation S under the Securities Act;
12. if it is a US Placee, represents and warrants that in making its investment
decision, (i) it has relied on its own examination of the Company and the terms
of the Institutional Placing, including the merits and risks involved, (ii) it
has made its own assessment of the Company, the Placing Shares and the terms of
the Institutional Placing based on this Announcement and the Publicly Available
Information, (iii) it has consulted its own independent advisors or otherwise
has satisfied itself concerning, without limitation, the effects of United
States federal, state and local income tax laws and foreign tax laws, generally,
and the US Investment Company Act of 1940, as amended, and the Securities Act,
specifically, (iv) it has reviewed all information that it believes is necessary
or appropriate in order to make an investment decision in respect of the Company
and the Placing Shares, and (v) it is aware that an investment in the Placing
Shares involves a considerable degree of risk and no US federal or state or
non-US agency has made any finding or determination as to the fairness for
investment or any recommendation or endorsement of the Placing Shares;
13. the Placing Shares have not and will not be registered under the Securities
Act, or under the securities laws of any state of the United States, and are
being offered and sold on behalf of the Company in "offshore transactions" (as
defined in Regulation S) and to QIBs in accordance with an exemption from, or
transaction not subject to, the registration requirements under the Securities
Act;
14. represents and warrants that it is either (i) a QIB and (A) it is
subscribing for or acquiring the Placing Shares for its own account or for one
or more managed accounts each of which accounts is a QIB, for investment
purposes, and not with a view to any resale, distribution or other disposition
of Placing Shares in violation of the Securities Act and (B) has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Placing Shares, and it and each
managed account (1) are each able to bear the economic risk of its or their
investment in the Placing Shares, (2) will not look to the Company or Hoare
Govett, nor any of their respective Affiliates nor any person acting on their
behalf, for all or part of any such loss or losses it or they may suffer, (3)
are able to sustain a complete loss on its or their investment in the Placing
Shares, (4) have no need for liquidity with respect to its or their investment
in the Placing Shares and (5) have no reason to anticipate any change in its or
their circumstances, financial or otherwise, which may cause or require any sale
or distribution by it or them of all or any part of the Placing Shares or (ii)
not a resident of the United States and is purchasing the Placing Shares in an
'offshore transaction' in accordance with Regulation S under the Securities Act;
15. acknowledges (and confirms that each beneficial owner of the Placing Shares
has been advised) that the Placing Shares have not been and will not be
registered under the Securities Act or under any applicable state securities
laws, nor approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other United States
regulatory authority, and, if it is a US Placee, agrees not to offer, sell,
pledge or otherwise transfer the Placing Shares except (i) in offshore
transactions in accordance with Rule 904 of Regulation S under the Securities
Act, (ii) in the United States to a person it reasonably believes is a QIB
pursuant to Rule 144A under the Securities Act or (iii) pursuant to Rule 144
under the Securities Act (if applicable), and in any case in compliance with all
applicable laws and regulations;
16. if it is a US Placee, acknowledges that where it is subscribing for or
acquiring the Placing Shares for one or more managed accounts, it represents and
warrants that it exercises sole investment discretion over each such managed
account and that it is authorised by each managed account (i) to subscribe for
or purchase the Placing Shares for each managed account and (ii) to make the
representations and warranties contained in this announcement;
17. if it is a US Placee, acknowledges that no representation has been made as
to the availability of Rule 144 or any other exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares and agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
transfers the Placing Shares of the foregoing restrictions on transfer;
18. if it is a US Placee, acknowledges and understands that the Placing Shares
are being offered and sold in the United States in reliance on an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and are "restricted securities" within the meaning of Rule 144(a)
(3) under the Securities Act ("Restricted Securities") and represents and
warrants on its own behalf and on behalf of any accounts for which it is acting
that, so long as the Placing Shares are Restricted Securities, it will not
deposit the Placing Shares into any unrestricted depositary facility in the
United States established or maintained by any depositary bank in respect of the
Placing Shares and will only transfer the Placing Shares in accordance with
paragraph 15 above. It further understands that any certificate representing the
Placing Shares sold in the United States shall bear a legend to the foregoing
effect until the Placing Shares are no longer Restricted Securities;
19. represents and warrants that if it is a pension fund or investment company,
its purchase of Placing Shares is in full compliance with applicable laws and
regulations;
20. represents and warrants that the allocation, allotment, issue, sale and/or
delivery to it, or the person specified by it for registration as holder, of
Placing Shares will not give rise to a liability under any of sections 67, 70,
93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)
and that the Placing Shares are not being subscribed for or purchased by it in
connection with arrangements to issue depositary receipts or to transfer Placing
Shares into a clearance system;
21. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003
(the "Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
22. represents and warrants that it and any person acting on its behalf is a
person falling within Article 19(2) and/or 49(2) of the Order and is a person
who falls within paragraph (7) of section 86 of the FSMA;
23. represents and warrants that 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 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 Prospectus
Rules made by the FSA pursuant to Part VI of the FSMA;
24. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
25. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
26. represents and warrants that it and any person acting on its behalf is
entitled to subscribe for or purchase the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities to enable it to commit to participating
in the Institutional Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf it is
acting, all necessary consents and authorities to agree to the terms set out or
referred to in this Announcement (including this Appendix) and to make the
foregoing representations, acknowledgments, warranties and agreements) and will
honour such obligations;
27. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement
(including this Appendix) and the Contract Note on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Hoare Govett may in its sole discretion determine and
without liability to such Placee;
28. acknowledges that neither Hoare Govett, nor any of its Affiliates nor any
person acting on behalf of Hoare Govett or its Affiliates is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Institutional Placing nor providing
advice in relation to the Institutional Placing nor the exercise or performance
of any of Hoare Govett's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right;
29. undertakes that the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Hoare Govett 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. Placees acknowledge that the Placing Shares will be credited to the
CREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521,
account designation "AGENT") who will hold them as nominee for the subscribers
of such shares until settlement in accordance with its standing settlement
instructions;
30. acknowledges that the Institutional Placing is conditional, inter alia, upon
the posting of the Circular in accordance with the terms of the Placing
Agreement, expected for this purpose to occur on or around 3 July 2007, the
approval by the Company's shareholders of the resolutions set out in the notice
convening an Extraordinary General Meeting of the Company expected to be held on
or around 26 July 2007, the Subscription Agreement being completed in accordance
with its terms and Admission taking place in accordance with the terms of the
Placing Agreement, which is expected to occur on or around 8.00 a.m. on 27 July
2007 and in any event by no later than the Long Stop Date;
31. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in all respects in accordance
with English law and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the courts of
England as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company, the Vendors or Hoare Govett 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;
32. acknowledges that Hoare Govett 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;
33. agrees that the Company, the Vendors, Hoare Govett and others will rely upon
the truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Hoare Govett on its own
behalf and on behalf of the Company and the Vendors and are irrevocable; and
34. agrees to indemnify and hold the Company, the Vendors and Hoare Govett
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach by it
(or any person on whose behalf it is acting) 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 Institutional Placing.
There will be no charge to Irish capital duty on the issue or transfer of the
Placing Shares.
There will be no charge to Irish stamp duty on the issue of New Ordinary Shares
by the Company as part of the Institutional Placing.
A transfer of the Sale Shares as part of the Institutional Placing will attract
Irish stamp duty at the rate of 1% of the consideration given, or, where the
purchase price is inadequate or unascertainable, on the market value of the
shares. The person legally accountable for payment of stamp duty is the
transferee or, in the case of a transfer by way of a gift or for a consideration
less than market value, all parties to the transfer. Stamp duty is normally
payable within 30 days after the date of execution of the transfer to avoid
interest and penalties. The Vendors have agreed to pay all stamp duty payable
in respect of the transfer of Sale Shares to Placees pursuant to the
Institutional Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Hoare Govett will be responsible
(to the extent not paid by vendors pursuant to the Placing Agreement) and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Institutional Placing as an agent or nominee) the
allocation, allotment, issue, sale or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Hoare Govett in the event that any of the
Company and/or Hoare Govett has incurred any such liability to UK stamp duty or
stamp duty reserve tax.
In addition, Placees should note that the Vendors have agreed to pay all Irish
stamp duty payable in respect of the Sale Shares to Placees pursuant to the
Institutional Placing but otherwise Placees will be liable to pay 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 by them or any other person on the
subscription by them for, or purchase by them of, any Placing Shares or the
agreement by them to do so.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. Hoare Govett shall notify the Placees and any person
acting on behalf of the Placees of any changes. This Announcement (including
this Appendix) has been issued by the Company and is the sole responsibility of
the Company.
Hoare Govett, which is authorised and regulated by the FSA, is acting
exclusively for the Company and (save to the extent that Hoare Govett acts as
agent for the Vendors pursuant to the terms of the Placing Agreement) for no one
else solely in connection with the Institutional Placing and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Hoare Govett or for providing advice in relation to
the Institutional Placing.
When a Placee or person acting on behalf of the Placee is dealing with Hoare
Govett, any money held in an account with Hoare Govett on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Hoare Govett's money in accordance with the client
money rules and will be used by Hoare Govett in the course of its own business;
and the Placee will rank only as a general creditor of Hoare Govett.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
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