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Clapham House Grp (CPH)

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Friday 30 March, 2007

Clapham House Grp

Trading Update and Placing

The Clapham House Group PLC
30 March 2007




30 March 2007


         The Clapham House Group PLC ("Clapham House" or the "Company")

                Trading update for the year ending 1 April 2007

                      Cash placing to raise £4.65 million

   Proposed acquisition by Clapham House of the minority shareholding in CHG2
           Limited (the business trading as The Bombay Bicycle Club)

 Intention to subscribe for 160,514 New Ordinary Shares totalling £0.48 million
                       by Directors and Senior Management



Clapham House today provides the following trading update in advance of the
release of its preliminary results for the year ending 1 April 2007, which are
scheduled to be announced in mid June 2007.


Trading update


During the year, the Company has traded well and in line with its plan, with
particularly promising results from the Gourmet Burger Kitchen ("GBK") and The
Bombay Bicycle Club ("BBC") businesses. In addition to GBK and BBC, the Company
operates the Tootsies and The Real Greek restaurant businesses.


GBK has continued to provide good sales performance and return on capital
invested. GBK restaurants tend to be profitable from the first month of trading
and this has been the case both inside and outside Greater London. As a result
of this, the Board has decided to accelerate the roll out of the GBK brand
across the UK and, accordingly, the Company is proposing to raise an additional
£4.65 million through the issue of new equity, as described below.


BBC has also traded well and the performance of those BBC delivery kitchens
opened in the year ended 31 March 2006 has exceeded the Board's expectations.


Tootsies has seen significant activity in the year, including several
refurbishments, the introduction of new menus and the successful conversion of
three locations to GBK. This level of activity is expected to continue into next
year when the Board plans to complete Tootsies' estate reorganisation.


The Real Greek is nearing the end of its earn-out period and a new menu will be
released this Summer as a prelude to a recommencement of its opening programme.


Opening programme


Throughout the year, the Company has been steadily accelerating its opening
programme of GBK restaurants. In the first half of the year, Clapham House
opened four GBKs and has opened a further six GBKs and converted three Tootsies
into GBKs in the second half of the year. New GBK openings this year have
included restaurants in the City of London (St Paul's), Covent Garden and
Brighton, whilst the Tootsies conversions to date (in Bristol, Ealing and South
Kensington) have all seen sales grow substantially.


Due to the ongoing strong return on capital from GBK, the Board has built an
aggressive programme for openings next year. Currently there are five GBK
restaurants being built in Cambridge, Notting Hill, Walton-on-Thames, Lakeside
and Greenwich. In addition, contracts have been exchanged on a further seven
properties for GBK openings next year, including two restaurants in Manchester.


The Board is also stepping up the opening programme for BBC, with a BBC delivery
kitchen currently being built in Surbiton and contracts exchanged on one further
location.


Therefore, in total, six locations are being built, contracts have been
exchanged on a further eight sites and the Company is in advanced legal
negotiations on an additional five sites. As a result of this strong property
pipeline, the Board now expects the opening programme for next year to be loaded
towards the first half.


The Board is pleased with the high level of openings and pipeline activity but,
as a consequence, the pre-opening costs incurred by the Company will be
approximately £0.4 million higher than previously expected at around £0.8
million for the year. These costs relate to property and staff costs incurred
prior to a restaurant commencing trade and are written off to the profit and
loss account as they are incurred. This means that the Company has made a
substantial investment this year relating to restaurants which will open early
in the next year. The Board anticipates maintaining the opening programme
momentum into future periods.


FRS20 and share option charges


For the first time this year the Company will be reporting its results net of
share based payments charge in accordance with Financial Reporting Standard 20
following its adoption in the period. This is an accounting rather than a cash
charge. In addition, the Company has, for the first time, incurred National
Insurance costs of approximately £0.2 million on the exercise of unapproved
employee share options during the period.


Cash placing of 1,549,486 new ordinary shares at 300 pence per share to raise
approximately £4.65 million


Clapham House proposes to raise approximately £4.65 million, before expenses,
from the placing by Investec of 1,549,486 new ordinary shares of 10 pence each
("New Ordinary Shares") (the "Placing Shares") at a placing price of 300 pence
per Placing Share with institutional and other investors (the "Placing"). The
funds raised pursuant to the Placing will accelerate the Company's rapid roll
out of its GBK and BBC brands across the UK.


In addition to the Placing, Sarah Willingham, Development Director, has
indicated to the Board that she wishes to subscribe for 113,333 New Ordinary
Shares at a subscription price of 300 pence per New Ordinary Share (the
"Subscription Price") as part of a separate subscription and Nick Wong, Group
Finance Director, has also indicated his intention to subscribe for 7,181 New
Ordinary Shares at the Subscription Price. In addition, two further members of
senior management have indicated their intention to subscribe for a further
40,000 New Ordinary Shares at the Subscription Price.


The Placing Shares are being placed on a reasonable endeavours basis by Investec
and will be made available to eligible institutional and other shareholders. The
Placing is not subject to shareholder approval. The Placing will be conducted in
accordance with the terms and conditions set out in the Appendix to this
announcement.


Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. Dealings in the Placing Shares are expected to
commence on AIM at 8.00am on 4 April 2007.



Proposed acquisition by Clapham House of the minority shareholding in CHG2
Limited


The Company announces that it has entered into an agreement, subject to
shareholder approval, with Sarah Willingham, to acquire the 10,500 B ordinary
shares of 1p each held by her in CHG2 Limited ("CHG2") (the "Transaction").
These shares represent 9.5% of the issued share capital of CHG2. CHG2 owns the
business trading as BBC, the Group's Indian restaurant format. The total
consideration payable under the Transaction is £0.75 million, in cash, which
will be financed from Clapham House's existing cash resources and bank
facilities. Following completion of the Transaction, Clapham House will own 100%
of the issued share capital of CHG2.


Since the acquisition of BBC, Sarah Willingham has focused on managing and
developing the business of BBC. Sarah is now taking on an expanded role across
the Company in her capacity as Development Director and has also taken over
responsibility for managing and developing The Real Greek. She is also becoming
increasingly involved in the development of other businesses within the Company.


Under the AIM Rules, the Transaction does not require shareholder approval by
virtue of its small size relative to the Company. However, as Sarah Willingham
is a director of the Company, the Transaction is subject to the approval of
shareholders pursuant to section 320 of the Companies Act 1985 (as amended).
Such approval will be sought at an extraordinary general meeting of Clapham
House, to be held at 9.30 a.m. on 16 April 2007 at the offices of Noble &
Company Limited at 120 Old Broad Street, London, EC2N 1AR (the "EGM").

A notice convening the EGM, at which the resolution will be put to shareholders
seeking approval of the Transaction, is set out in a circular to be posted to
shareholders today (the "Circular"). Copies of the Circular will be available
from Noble & Company Limited, 120 Old Broad Street, London, EC2N 1AR for a
period of one month from the date of this announcement.









Enquiries


The Clapham House Group PLC
David Page, Executive Chairman                07836 346934
Paul Campbell, Chief Executive                07785 228299
Nick Wong, Group Finance Director             020 7618 4988


Investec Investment Banking                   020 7579 5000
Erik Anderson
James Wheatcroft
Stefan Borson



Noble & Company Limited                       020 7763 2200
Nick Naylor
Nick Athanas


Hogarth Partnership Limited                   020 7357 9477
Julian Walker



NOTE TO EDITORS:


The Clapham House Group PLC (www.claphamhousegroup.com)


Floated on AIM in November 2003 to acquire and develop a small number of
quality, "best in class" branded restaurant formats for expansion as a high
growth restaurant group. There are currently 72 Clapham House restaurant
locations across four brands, 69 of which are within the UK and 3 GBK
restaurants operating under franchise in the Middle East.


Gourmet Burger Kitchen (www.gbk.co.uk)


GBK offers a range of nutritious, delicious and sophisticated burgers (Harden's
London Restaurants 2006: "Best Burger", Time Out 2007: "the first and remains
our favourite gourmet burger chain") using quality, fresh ingredients to create
each burger including oversized sourdough buns, 100% Aberdeen Angus Scotch Beef
patties, English chicken and other fresh produce delivered to the restaurants
each day. GBK offers a variety of 25 burgers including Beef, Chicken, Lamb,
Venison and Chorizo, as well as three Vegetarian burgers, Junior Beef and Junior
Chicken burgers and delicious flavour combinations such as the Pesterella Burger
(Beef, Mozzarella and Pesto). The 22nd GBK restaurant in the UK opened in
Basingstoke in March 2007. The third GBK in the Middle East opened in the DIFC
in Dubai in February 2007.


Tootsies (www.tootsiesrestaurants.co.uk)


Tootsies first opened its doors to London diners in Holland Park back in 1971
and rapidly built up a loyal local following. Over the past 35 years, Tootsies
has opened many more restaurants throughout London and the United Kingdom,
offering high quality, freshly prepared food in a friendly atmosphere. The
latest Tootsies opened in the Brent Cross Shopping Centre in August 2006. The
menu is renowned for its legendary breakfasts and brunches, whilst the
char-grill offers steaks, ribs and a superb selection of burgers, including the
famous Jalapeno (avocado, Monterey Jack cheese and Mexican hot sauce). Children
are very welcome and are offered an organic children's menu and the renowned
freshly blended Tootsies milkshakes. (Zagat 2007: "the staff are cheerful and
friendly even when your children aren't", Hardens 2007: "a great family
destination").


The Bombay Bicycle Club (www.thebombaybicycleclub.com)


The Bombay Bicycle Club operates three restaurants and eleven delivery kitchens
and has built an outstanding reputation for quality Indian cuisine over a period
of 20 years using the freshest ingredients and providing excellent service,
regularly receiving positive plaudits from leading food critics (Zagat 2007:
"posh takeaways are good value especially when delivered to your door", Hardens
2007: "light, fresh and well-crafted curries"). The Bombay Bicycle Club home
delivery service currently provides quality, freshly prepared food to more than
10,000 customers a week in the comfort of their own homes. The Bombay Bicycle
Club will continue to expand across and beyond Greater London and is seeking to
become the largest operator in the quality Indian food market.


The Real Greek (www.therealgreek.com)


The Real Greek offers highly acclaimed traditional Greek cooking (Time Out 2007:
"faultless Souvlaki...perfectly char-grilled", Harden's 2007: "revolutionalised
our notions of Greek cooking") using fresh and seasonal ingredients served in an
informal setting and accompanied by specially imported Greek wines. The Real
Greek Souvlaki & Bar concept derives its style from Greek "Street Food", where
eating mezes and char-grilled souvlakis is part of everyday life. The Real Greek
currently operates from six locations, including a landmark restaurant on
London's South Bank and a recently opened restaurant in Covent Garden.


About Investec


Investec Bank (UK) Limited ("Investec"), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively
for Clapham House in connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Investec nor for providing advice in relation to the
Placing or any transaction or arrangement referred to herein. Investec can be
contacted at 2 Gresham Street, London EC2V 7QP.



APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY


Terms and Conditions of and Important Information relating to the Placing


By participating in the Placing and acquiring Placing Shares in the capital of
the Company, Placees will be deemed to have read and understood this Appendix in
its entirety and to be making such offer to acquire Placing Shares on the terms
and conditions, and to be providing the representations, warranties and
acknowledgements, contained in this Appendix.


The Placing and the terms and conditions herein, are directed exclusively at
investment professionals (within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO")) and high net
worth companies, unincorporated associations etc (within Article 49 of the FPO)
who are also qualified investors for the purposes of section 86 of the Financial
Services and Markets Act 2000 ("FSMA") (such investors being referred to as
"Relevant Persons").


No person other than Relevant Persons contacted by Investec may participate in
the Placing or rely on any communication relating to it. Accordingly, this
announcement is exempt from the general restriction set out in Section 21 of
FSMA on the communication of invitations or inducements to engage in investment
activity and has not been approved by a person who is authorised under the FSMA.


Members of the public are not entitled to take part in the Placing and this
announcement is communicated to them for the purposes of information only. The
offer of the Placing Shares has not been, and is not being, made to the public
for the purposes of the Prospectus Rules. This announcement and the terms and
conditions herein must not be relied on, acted on or responded to by persons who
are not Relevant Persons.


This announcement and Appendix do not constitute an offer to sell or issue or
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, Japan and the Republic of Ireland. This announcement
and the information contained herein are not for publication or distribution,
directly or indirectly, to persons in the United States, Canada, Australia,
Japan, the Republic of Ireland or in any jurisdiction in which such publication
or distribution is unlawful. The Placing Shares referred to in this announcement
have not been and will not be registered under the US Securities Act of 1933
(the "Securities Act") and may not be offered or sold within 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. Persons to
whose attention this announcement has been drawn are required by the Company and
Investec to inform themselves about and to observe any such restrictions.


Any acquisition or application for Placing Shares by Placees should only be made
on the basis of information contained in this document.


The Placing


Under the Placing, Investec, on behalf of the Company, has agreed to use its
reasonable endeavours to place 1,549,486 Placing Shares of 10p each at the
Placing Price to raise approximately £4.65 million.


Prospective Placees will be contacted by Investec to invite them to submit a bid
in the Placing process. If a bid is successful, the Placee's allocation will be
confirmed to it orally, and a conditional contract note will be dispatched as
soon as possible thereafter. Investec's oral confirmation to the Placee in
connection with this announcement will constitute a legally binding commitment
upon the Placee to subscribe for the number of Placing Shares allocated to it on
the terms and conditions set out in this Appendix. Investec is arranging the
Placing as agent of the Company. Participation will only be available to persons
invited to participate by Investec.


Terms of the Placing Agreement


Pursuant to the Placing Agreement, Investec has agreed to use its reasonable
endeavours to place the Placing Shares with placees selected by it. Investec is
not obliged to subscribe for any Placing Shares.


The Placing is conditional on, inter alia, the admission of the Placing Shares
to trading on AIM on 4 April 2007 (or by such later time and date as Investec
and the Company may agree but not later than 8.00 am on 11 April 2007). Dealings
in the Placing Shares are expected to commence at 8.00 am on 4 April 2007 (or by
such later time and date as Investec and the Company may agree but not later
than 8.00 am on 11 April 2007). It is also conditional on the Placing Agreement
dated 30 March 2007 made between the Company and Investec having become
unconditional and not having been terminated in accordance with its terms prior
to Admission. If any of the conditions of the Placing Agreement are not
fulfilled or waived on or before the time and date set for their fulfilment or
become incapable of being fulfilled the Placing will not become unconditional
and any placing monies paid in advance will be returned to the Placees, without
interest, as soon as practicable thereafter. Application will be made to the
London Stock Exchange for the admission of the Placing Shares to trading on AIM.
It is expected that admission will become effective and that dealings in the
Placing Shares on the London Stock Exchange will commence on AIM at 8.00am on 4
April 2007. The Placing has not been underwritten.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with Clapham House existing ordinary shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue. Following admission of all the Placing Shares the
Company will have 36,467,488 ordinary shares of 10p each with voting rights in
issue. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the ordinary shares of the
Company under the FSA's Disclosure and Transparency Rules.


In consideration of its services in connection with the Placing, the Company
will pay to Investec a commission of a certain percentage of the aggregate
value, at the Placing Price, of the Placing Shares. The Placing Agreement
contains warranties given by the Company with respect to the Group, its
businesses and certain matters connected with the Placing. Investec is entitled
to terminate the Placing Agreement in certain circumstances prior to Admission,
principally in the event that any of the warranties contained therein are, or
become, materially untrue, inaccurate or misleading or if an event of force
majeure arises. In addition, the Company has given an indemnity to Investec in
respect of, amongst other things, the performance by Investec of its services in
connection with the Placing and the application on behalf of the Company for
Admission.


The exercise by Investec of any right of termination under the Placing Agreement
shall be within its absolute discretion and Investec shall not have any
liability to any Placee, or any other person for whom any Placee is subscribing
Placing Shares, in respect of any decision which it may make as to whether or
not to exercise any right of termination or any of their other rights under the
Placing Agreement.


General


These terms and conditions apply to persons making an offer to subscribe for
Placing Shares under the Placing. Each person to whom these conditions apply, as
described above, who confirms his agreement to Investec to subscribe for Placing
Shares (which may include Investec and/or its nominee(s)) hereby agrees with
Investec and the Company to be bound by these terms and conditions as being the
terms and conditions on which the Placing Shares will be issued under the
Placing. A Placee shall, without limitation, become so bound if Investec
confirms to it (i) the Placing Price and (ii) its allocation (the
"Confirmation").


Conditional on (i) Admission occurring on 4 April 2007 or such later date as the
Company and Investec may agree (not being later than 11 April 2007), and (ii)
the Confirmation, each Placee agrees to subscribe for the number of Placing
Shares allocated to it, at the Placing Price. To the fullest extent permitted by
law, each Placee acknowledges and agrees that it will not be entitled to
exercise any remedy of rescission at any time. This does not affect any other
rights a Placee may have. A conditional contract note will be dispatched as soon
as possible following the Confirmation.


Each Placee undertakes to pay the Placing Price for the Placing Shares issued to
such Placee on a delivery versus payment ("DVP") basis within CREST as shall be
directed by Investec. Liability for stamp duty and stamp duty reserve tax is
described below. In the event of failure by any Placee to pay as so directed,
the relevant Placee shall be deemed hereby to have appointed Investec or any
nominee of Investec to sell (in one or more transactions) any or all of the
Placing Shares in respect of which payment shall not have been made as directed
by Investec and to indemnify Investec and the Company against any costs thereby
incurred or loss thereby suffered.


This announcement is the sole responsibility of the Company. Investec is acting
as Financial Adviser and Broker to the Company and to no other person in
relation to the Placing. Investec will not be responsible to any person other
than the Company for providing the protections afforded to the customers of
Investec nor for advising any person other than the Company on the transactions
and arrangements referred to in this announcement.


No offering document or prospectus has been or will be submitted to be approved
by the UKLA in relation to the Placing and the Placees' commitments will be made
solely on the basis of the information contained in this announcement. Each
Placee, by accepting a participation in the Placing, agrees that the content of
this announcement 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 Investec or the
Company and neither Investec or the Company will be liable for any Placee's
decision to accept this invitation to participate in the Placing based on any
other information, representation, warranty or statement which the Placee 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 deciding to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.


By participating in the Placing, each Placee irrevocably represents, warrants
and undertakes to Investec (for itself and as agent of the Company) that:


(a)    it and/or each person on whose behalf it is participating (in whole or in
part) in the Placing or to whom it allocates its Placing Shares in whole or in
part:


(i)      has the capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations; and


(ii)    has fully observed all laws of relevant jurisdictions and obtained all
necessary governmental or other consents in either case which may be required in
relation to the subscription by it of Placing Shares;


(b)   it is not a person who is resident in, or a citizen of, the United States,
Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of
such a person) or a corporation, partnership or other entity organised under the
laws of any such jurisdiction (or an agent or nominee of such a person);


(c)    it is a Relevant Person for the purposes of section 86 of FSMA;


(d)   in agreeing to subscribe for Placing Shares it has received and read this
announcement including this Appendix and is not relying on any information,
representation or warranty relating to the Placing, the Placing Shares or the
Company other than as contained in this document and it has not relied on and is
not relying on any representation or warranty or agreement by Investec or the
Company or any of their respective directors, employees or agents or any other
person except as set out in the express terms herein;


(e)    save where either Investec has been given prior written notice to the
contrary, in participating in the Placing it is acting as principal and for no
other person and that its acceptance of that participation will not give any
other person a contractual right to require the issue by the Company of any of
the Placing Shares;


(f)     it irrevocably confirms Investec's discretion with regard to the Placing
Agreement and agrees that Investec shall not owe it any fiduciary duties in
respect of any claim it may have relating to the Placing;


(g)    it acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any State of
the United States, that the relevant clearances have not been and will not be
obtained from the Securities Commission of any province of Canada and that the
Ordinary Shares have not been and will not be registered under the securities
laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing
Shares may not, subject to certain exceptions, be directly or indirectly offered
or sold in the United States, Canada, Australia, the Republic of Ireland or
Japan;


(h)    it acknowledges and agrees that neither it nor any affiliate, nor any
person acting on its or any affiliate's behalf, has or will offer, sell, take
up, renounce, transfer or deliver directly or indirectly any Placing Shares
within the United States, Canada, Australia, the Republic of Ireland or Japan or
offer, sell, take up, renounce, transfer or deliver in favour of a resident of
the United States, Canada, Australia, the Republic of Ireland or Japan;


(i)      it has not offered or sold and will not offer or sell any Placing
Shares in the United Kingdom prior to Admission except in circumstances which
have not resulted and will not result in an obligation to publish an approved
prospectus arising under section 85(1) of FSMA or a breach of such section;


(j)     it has complied with all relevant laws of all territories, or obtained
all requisite governmental or other consents which may be required in connection
with its participation in the Placing; that it has complied with all requisite
formalities and that it has not taken any action or omitted to take any action
which will or may result in Investec, the Company or any of their respective
directors, officers, agents, employees or advisors acting in breach of the legal
and regulatory requirements of any territory in connection with the Placing or
its application; that it is not in a territory in which it is unlawful to make
an offer to subscribe for Placing Shares; and that it will pay any issue or
other taxes due under any relevant non-UK laws;


(k)   it acknowledges and agrees in connection with its participation in the
Placing that Investec is not acting for it in relation to the Placing or
otherwise and that Investec will not have any duties or responsibilities to it
for providing the protections afforded to their customers or for advising it
with regard to the Placing or the Placing Shares, nor do the contents of this
announcement constitute the giving of investment advice by Investec to it and
nor does it expect Investec to have a duty to it similar or comparable to the
"best execution", "suitability" and "risk warnings" rules of The Financial
Services Authority;


(l)      it has obtained all necessary consents and authorities to enable it to
give its commitment to subscribe for Placing Shares and to perform its
obligations as set out herein;


(m)  save where Investec has been given prior written notice to the contrary, it
is not a person falling within subsections (6), (7) or (8) of sections 67 or 70
or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986 (or an agent or nominee of such person);


(n)    save where Investec has been given prior written notice to the contrary,
the issue of Placing Shares to it (whether as principal, agent or nominee) will
not be subject to stamp duty or stamp duty reserve tax at the increased rates
referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96
(Clearance Services) of the Finance Act 1986;


(o)   in the case of a person who confirms to Investec on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who settle with Investec on a
DVP basis, that person represents and warrants that he has authority to do all
such acts on behalf of the Placee;


(p)   to the extent that a Placee is subscribing for Placing Shares on behalf of
a third party and prior written notice of such matter has been given to Investec
as contemplated by paragraph (e) of this appendix:


(i)            such Placee has carried out applicable procedures to verify the
identity of such third party for the purposes of the Money Laundering
Regulations 2003 (the "Regulations");


(ii)          such Placee has complied fully with its obligations pursuant to
the Regulations; and


(iii)         such Placee will provide Investec on demand with any information
it might require for the purposes of verification under the Regulations;


(q)   it is aware of, has complied with and will comply with its obligations in
connection with money laundering under the Proceeds of Crime Act 2002 and
insider dealing under the Criminal Justice Act 1993;


(r)     it acknowledges that the issue of the Placing Shares to it will be
issued subject to the terms and conditions set out herein;


(s)    it has read this announcement;


(t)     it acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares;


(u)    it acknowledges that the content of this announcement is exclusively the
responsibility of the Company and that neither Investec, nor any person acting
on its behalf is responsible for or shall have any liability for any
information, representation or statement relating to the Company contained in
this announcement or any information previously published by or on behalf of the
Company 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; and


(v)    it has not received a prospectus or other offering document and has not
relied on any information other than information contained in this announcement
or any information previously published by or on behalf of the Company and
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
in the Placing.


In the event that a Placee is not able to give the warranties in (m) and (n)
above, stamp duty or stamp duty reserve tax may be chargeable or may be
chargeable at a higher rate. Neither Investec, nor the Company will be
responsible for any resulting liability to stamp duty or stamp duty reserve tax,
which shall be for the account of the Placee and in respect of which the Placee
agrees to indemnify, and keep indemnified, Investec and the Company.


Each Placee irrevocably appoints any duly authorised officer of Investec as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares offered to it.


Settlement of the transactions in the Placing Shares following Admission will
take place within the CREST system against Investec's CREST account 331.


Investec will endeavour to meet the demands of those Placees indicating that
they wish to hold their Placing Shares in certificated form.


In the case of a joint agreement to subscribe for Placing Shares, references to
a Placee in these terms and conditions are to each Placee who is a party to such
agreement and each such Placee's liability is joint and several.


These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by reference or otherwise validly form a
part will be governed by and construed in accordance with English law. For the
exclusive benefit of Investec and the Company, each Placee irrevocably submits
to the exclusive jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against a Placee in another
jurisdiction.








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