Doc re. Placing
Northgate PLC
31 January 2006
31 January 2006
NORTHGATE PLC ('NORTHGATE' OR THE 'COMPANY')
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN
PROPOSED PLACING TO RAISE APPROXIMATELY £63.5 MILLION
Further to the announcement today of Northgate's proposed acquisition of Arriva
Vehicle Rental Limited ('AVR') on the terms and subject to the conditions set
out in that announcement (the 'Proposed Acquisition'), Northgate announces that
it is today placing 6,050,000 new ordinary shares of five pence per share
('Placing Shares'), representing approximately 9.4 per cent. of Northgate's
existing issued share capital (the 'Placing').
The Placing, which has been underwritten by Hoare Govett Limited ('Hoare
Govett'), will be the subject of an accelerated bookbuild. The Placing is not
conditional on completion of the Proposed Acquisition.
The books will open with immediate effect. The books are expected to close
today, 31 January 2006 and pricing and allocations are expected to be announced
by 6.00 p.m. today, 31 January 2006. The timing of the closing of the books,
pricing and allocations may be accelerated or delayed at the sole discretion of
Hoare Govett (but shall not extend beyond 8 February 2006). The Placing price in
respect of the Placing Shares (the 'Placing Price') will be determined by Hoare
Govett at the close of the bookbuilding process.
The Placing Shares will rank pari passu in all respects with the existing
ordinary shares of Northgate, including the right to receive all future
dividends and other distributions declared, made or paid after the date of issue
of the Placing Shares. The Placing Shares do not rank for the interim dividend
declared by Northgate on 10 January 2006, for which the record date was 20
January 2006.
Application will be made for the Placing Shares to be admitted to the Official
List of the Financial Services Authority and to be admitted to trading by the
London Stock Exchange plc on its market for listed securities ('Admission').
Admission is expected to take place on 3 February 2006.
Attention is drawn to the detailed terms and conditions of the Placing described
in the Appendix to this announcement.
This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.
Hoare Govett Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for Northgate and for no one else
solely in connection with the Placing and will not be responsible to anyone
other than Northgate for providing the protections afforded to the customers of
Hoare Govett Limited or for providing advice in relation to the Placing.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
This written announcement is not an offer of securities for sale or a
solicitation of any offer to purchase securities in the United States. Placing
Shares may not be offered or sold in the United States absent registration under
the US Securities Act of 1933, as amended (the 'US Securities Act') or an
exemption therefrom. The Company has not and does not intend to register any
securities under the US Securities Act and does not intend to offer any
securities to the public in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in this announcement, will not
be accepted. The Placing Shares have not been and will not be registered with
any regulatory authority of any state within the United States.
Enquiries
Northgate
Steve Smith, Chief Executive Officer 01325 467 558
Gerard Murray, Finance Director
Hoare Govett Limited
Corporate Broking
Andrew Foster / Bertie Whitehead 020 7678 8000
Corporate Finance
Julian Goodwin / Stephen Bowler 020 7678 8000
Syndicate
John MacGowan 020 7678 1084
Hogarth Partnership Limited
Andrew Jaques 020 7357 9477
Barnaby Fry
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, 'THIS ANNOUNCEMENT'), IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. 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 ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN NORTHGATE PLC
(THE 'COMPANY'). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING
(THE 'PLACING SHARES') ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED
KINGDOM, OTHER THAN TO QUALIFIED INVESTORS ('QUALIFIED INVESTORS') AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING
PERSONS FALLING WITHIN ARTICLE 2.1(E)(1), (11) OR (111) OF DIRECTIVE 2003/71/EC
(THE 'PROSPECTUS DIRECTIVE'), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED
BY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE
CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. THE PLACING SHARES 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 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
APPLICABLE STATE ABSENT REGISTRATION.
Persons who are invited to and who choose to participate in the Placing by
making an oral offer to subscribe for Placing Shares, will be deemed to have
read and understood this Announcement in its entirety and to be making such
offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges that it:
(a) is a Relevant Person and a Qualified Investor and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; and
(b) is subscribing for the Placing Shares for its own account or is
subscribing for 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 it (and
any such account) is outside the United States, within the meaning of
Regulation S under the Securities Act.
This written announcement is not an offer of securities for sale or a
solicitation of any offer to purchase securities in the United States. Placing
Shares may not be offered or sold in the United States absent registration under
the US Securities Act of 1933, as amended (the 'US Securities Act') or an
exemption therefrom. The Company has not and does not intend to register any
securities under the US Securities Act and does not intend to offer any
securities to the public in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in this announcement, will not
be accepted.
This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction including, without limitation, the United Kingdom, the United
States, Canada, Australia or Japan or any other jurisdiction in which such offer
or solicitation is or may be unlawful. This Announcement and the information
contained in it is not for release, publication or distribution, directly or
indirectly, to persons in the United States, Canada, Australia or Japan or in
any jurisdiction in which such publication or distribution is unlawful. Any
failure to comply with these restrictions may constitute a violation of US,
Canadian, Australian or Japanese securities laws.
Subject to certain exemptions, the Placing Shares are not being offered and sold
in the United States.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the United States or
any other US regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
The distribution of this Announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by Northgate plc ('Northgate' or the 'Company') or Hoare Govett
Limited ('Hoare Govett') that would permit an offer of Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons to whose attention this
Announcement is drawn 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 today entered into a placing agreement (the 'Placing
Agreement') with the Company whereby Hoare Govett has, on and subject to the
terms and conditions set out therein, agreed as agent for and on behalf of the
Company, to use its reasonable endeavours to seek to procure Placees for the
Placing Shares and, failing which, itself to accept the allotment of the Placing
Shares in accordance with the provisions of the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of five
pence per share in the capital of the Company (the 'Ordinary Shares'), including
the right to receive all dividends and other distributions declared, made or
paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares will not rank for the interim dividend
declared by Northgate on 10 January 2006, for which the record date was 20
January 2006.
The allotment and issue of the Placing Shares will be made by the Company to
Placees procured by Hoare Govett (acting as agent for the Company) in
consideration for the transfer to Northgate of certain shares in a Jersey
incorporated subsidiary of Northgate by Hoare Govett.
In this Appendix, unless the context otherwise requires, 'Placee' means a person
(including individuals, funds or others) 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 Financial Services Authority (the 'FSA') for
admission of the Placing Shares to the Official List of the FSA (the 'Official
List') and to London Stock Exchange plc (the 'London Stock Exchange') for
admission to trading of the Placing Shares on the London Stock Exchange's market
for listed securities (together 'Admission'). It is expected that Admission will
become effective at 8.00 a.m. on 3 February 2006 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Commencing today Hoare Govett is conducting an accelerated bookbuilding process
(the 'Bookbuilding Process') to determine demand for participation in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Hoare Govett will be entitled to effect the Placing by such alternative method
to the Bookbuilding Process as it may following consultation with the Company
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 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 Placing as Hoare Govett
may determine.
Participation in, and principal terms of, the Bookbuilding Process
By participating in the Bookbuilding Process and the Placing, Placees will be
deemed to have read and understood this Announcement in its entirety and to be
participating and making an offer for Placing Shares 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 (as defined below) at which the Placing Shares are
being placed (the 'Pricing Announcement').
Hoare Govett (whether through itself or its Affiliates) is arranging the Placing
as an agent of the Company.
Hoare Govett and its Affiliates are entitled to participate as principal in the
Bookbuilding Process.
The Bookbuilding Process will establish a single price (the 'Placing Price')
payable to Hoare Govett by all Placees.
The Bookbuilding Process is expected to close no later than 6.00 p.m. London
time today, 31 January 2006, but at the sole discretion of Hoare Govett the
timing of the closing of the books, pricing and allocations may be accelerated
or delayed (but shall not extend beyond 8 February 2006). Hoare Govett may, at
its sole discretion, accept bids that are received after the Bookbuilding
Process has closed.
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 bid by telephone to its usual sales contact at ABN AMRO Bank
N.V. (London branch) or John MacGowan at Hoare Govett on +44 20 7678 1084. If
successful, an allocation will be confirmed orally to such person following the
close of the Bookbuilding Process, and a conditional contract note will be
dispatched as soon as possible thereafter. Hoare Govett's oral confirmation will
constitute an irrevocable legally binding commitment upon such person (who will
at that point become a Placee) to subscribe for the number of Placing Shares
allocated to that Placee at the Placing Price set out in the Pricing
Announcement and otherwise 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 and to Hoare Govett. Each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Hoare Govett, 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 Placing will be subject to fulfilment of the
conditions referred to below under 'Conditions of the Placing'.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.
The obligations of Hoare Govett under the Placing Agreement are conditional
upon, inter alia:
(a) the Pricing Announcement being published through a Regulatory
Information Service by not later than 6:00 p.m. today, 31 January
2006; and
(b) Admission taking place not later than 8.00 a.m. on the third dealing
day following the release of the Pricing Announcement.
If (a) any of the conditions contained in the Placing Agreement is 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 8.00 a.m. on 8 February 2006), (b) any such condition becomes incapable of
being fulfilled and Hoare Govett informs the Company that it will not waive such
condition or (c) the Placing Agreement is terminated in the circumstances
specified below, the 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 under 'Right to terminate the Placing Agreement' below 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 with, or extend the time and/or date for fulfilment by
the Company of, the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that condition (b)
above will not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Company nor Hoare Govett 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 to the Placing nor
for any decision it may make as to the satisfaction of any condition or in
respect of the Placing generally.
The Company has entered into an agreement providing for the proposed acquisition
of AVR as described in the announcement made by the Company earlier today. The
Placing Agreement, and therefore the Placing, is not conditional on such
acquisition. However, no assurance can be given that the proposed acquisition of
AVR will be completed or completed on the terms described in that announcement
(including in relation to the consideration payable).
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 in certain circumstances,
including circumstances of force majeure or material adverse changes in the
financial markets, as more particularly described in the Placing Agreement.
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 shall cease and terminate at
such time and no claim can be made by any Placee in respect thereof.
By participating in the 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 has been or will be submitted to be approved by the FSA in
relation to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any Exchange
Information (as referred to in paragraph 4 below under 'Representations and
Warranties'). Each Placee, by participating in the Placing, agrees that the
content of this Announcement, the Pricing Announcement and the announcement in
connection with the proposed acquisition of AVR released earlier today is
exclusively the responsibility of the Company 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 or the Company and neither of
Hoare Govett nor the Company will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in participating in the
Placing and with respect to the Placing Shares. 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: GB0003775441) 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 or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation 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. is acting as Hoare Govett's settlement agent
and Placees should settle against CREST ID: 521. It is expected that such trade
confirmation will be despatched today, 31 January 2006 and that this will also
be the trade date. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with Hoare Govett.
It is expected that settlement will be on 3 February 2006 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above prevailing LIBOR as determined by Hoare Govett.
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 between the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant to
the terms set out or referred to in this Announcement) which may arise upon the
sale of such Placee's Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. 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 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 in its entirety;
2. represents and warrants that it has received this Announcement solely for
its use and has not redistributed or duplicated it;
3. represents and warrants that it has not received a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document has been prepared in connection with
the Placing;
4. acknowledges that the Ordinary Shares are listed on the Official List , and
the Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of the FSA
(collectively, the 'Exchange Information'), which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for preceding
financial years;
5. acknowledges that neither of Hoare Govett, nor any of its Affiliates nor
any person acting on behalf of Hoare Govett or its Affiliates has provided,
and will not provide it with any material regarding the Placing Shares or
the Company other than this Announcement; 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;
6. acknowledges that the content of this Announcement 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 or any
information previously published by or on behalf of the Company (including,
without limitation, the announcement made earlier today by the Company in
connection with the proposed acquisition of AVR) and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing to subscribe for the Placing Shares is contained in
this Announcement and any Exchange 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 Company 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 Company and none of such persons has
made any representations to it, express or implied, with respect thereto;
7. acknowledges that it has not relied on any information relating to the
Company 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;
8. 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;
9. 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;
10. represents and warrants that it 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 or Japan;
11. 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 or Japan and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
12. represents and warrants that it is 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;
13. 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;
14. represents and warrants that the allocation, allotment, issue and 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 by it in
connection with arrangements to issue depositary receipts or to transfer
Placing Shares into a clearance system;
15. 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;
16. represents and warrants that it and any person acting on its behalf is a
person falling within Article 19(1) and/or 49(2) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and
undertakes that it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
17. 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 to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public
in the United Kingdom within the meaning of section 85(1) of the FSMA;
18. 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;
19. represents and warrants that it is a qualified investor as defined in
section 86(7) of the FSMA, being a person falling within Article 2.1
(e)(i), (ii) or (iii) of the Prospectus Directive;
20. 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;
21. represents and warrants that it and any person acting on its behalf is
entitled to subscribe for 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 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 consent and authorities to agree to the terms
set out or referred to in this Announcement) and will honour such
obligations;
22. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement
on the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Hoare Govett may in
its sole discretion determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty for stamp duty
reserve tax (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise upon the
sale of such Placee's Placing Shares on its behalf;
23. 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 Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement
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;
24. 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. Each Placee and any person acting on behalf of
such Placee agrees to participate in the Placing and it agrees to indemnify
the Company and Hoare Govett in respect of the same on the basis that the
Placing Shares will be credited to the CREST stock account of ABN AMRO Bank
N.V. (London branch) (CREST ID: 521) who will hold them as nominee for the
subscribers of such shares until settlement in accordance with its standing
settlement instructions;
25. 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 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;
26. 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;
27. agrees that the Company, 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 are irrevocable; and
28. agrees to indemnify and hold the Company 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 of the
representations, warranties, acknowledgements and undertakings in this
Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the 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.
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
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue 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 they will be liable to pay 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 any Placing Shares or the agreement by them to subscribe for any Placing
Shares.
All times and dates in this Announcement 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 has been issued by the Company and is the sole responsibility
of the Company.
Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and for no one else solely in
connection with the 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 the 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 Financial Services
Authority 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.
The information contained in this Announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States. This
Announcement is not an offer of securities for sale into the United States. The
Placing Shares have not been and will not be registered under the Securities Act
and may not be offered or sold, directly or indirectly, in the United States
absent registration or an exemption from registration. There will be no public
offering of securities in the United States. The Placing Shares have not been
and will not be registered with any regulatory authority of any state within the
United States.
This information is provided by RNS
The company news service from the London Stock Exchange
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