Acquisition & Placing New Shs
ING UK Real Estate Income Trust Ltd
08 November 2006
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
ING UK Real Estate Income Trust Limited announces purchase of properties and
placing of new shares
(London, 8 November 2006) - ING UK Real Estate Income Trust (the 'Company')
announces the agreement to purchase a portfolio of eight properties (the
'Purchase') and a placing for cash of up to 14,814,815 new ordinary shares (the
'Placing').
Background
ING UK Real Estate Income Trust is a closed ended Guernsey Registered Investment
Company, launched on the London and Channel Island Stock Exchanges on the 25
October 2005. It has approximately 800 investors.
The Company's objective is to provide shareholders with an attractive level of
income together with the potential for capital growth, by investing both
indirectly and directly in the five main commercial property sectors namely
office, retail, retail warehouse, industrial and leisure. The Company currently
owns 56 properties with the following sector weightings; office 42.2 per cent.,
industrial 23.8 per cent., retail 20.7 per cent., retail warehouse 9.0 per cent.
and leisure 4.4 per cent.
From the Company's initial public offering in October 2005 to 30 September 2006,
the underlying NAV per share has grown by 24.2 per cent and the share price has
risen by 20.4 per cent. In addition the Company has paid a dividend equivalent
to 6.25 pence per share per annum.
ING Real Estate Investment Management (the 'Investment Manager') continues to
manage the portfolio and to date has undertaken a number of active management
initiatives which have enhanced both income and capital. Two property disposals
have been made since launch, both significantly ahead of book value, and the
Company has acquired three new assets in the office and industrial sectors which
the Investment Manager believes offer good performance potential.
The Investment Manager is actively seeking to dispose of smaller assets as well
as lower income producing assets in the retail sector where capital growth
prospects are, it believes, limited.
An opportunity to acquire a complementary portfolio has been secured by the
Investment Manager on behalf of the Company. The Board has concluded the
acquisition and growth of the Company is in the interests of all shareholders
and that it is appropriate to raise additional equity capital for the Company in
order to part finance this expansion and diversification of the Company's asset
base.
Rationale for the Placing
The primary rationale for the fundraising is anticipated long term returns for
Shareholders.
• The Investment Manager wishes to retain the large majority of the
current portfolio and to expand the portion of it that is allocated to the
South East of England office and industrial sectors.
• The Investment Manager considers that by increasing the exposure of the
Company's investment portfolio towards these markets in particular will
improve anticipated returns, rental growth prospects and provide additional
active management opportunities, which will offer net asset value growth for
Shareholders.
• The enlargement of the Company's investment portfolio will be financed
through additional borrowing and an issue of additional equity.
• Following the acquisition the level of gearing will rise from its
present level of 39.2 per cent up to 45.6 per cent, depending on the size of
the offering, at a time when it is expected to continue to contribute
positively to the Company's performance. The additional debt used to finance
the acquisition will complement the existing securitised debt.
• The Board expects that the acquisition of these properties will
initially have a broadly neutral impact on earnings but will subsequently
lead to enhanced income and capital growth.
• Broadening the spread of assets and tenants will further increase the
diversity of the portfolio
• In accordance with the Company's articles of association the Placing
shares are being issued at a price of 121.5p per share, equivalent to the
Company's net asset value as at 30 September 2006 after deducting the
dividend declared on 2 November for which the Placing shares will not rank.
Existing ordinary shareholders, therefore, will not be disadvantaged by the
issue of further equity.
The Purchase
The portfolio will be acquired for £125.5 million in cash. The portfolio
comprises three office investments, three retail investments, a single let
distribution unit and a multi-let industrial estate. The total rent attributable
to the portfolio is £7.2m per annum representing a net initial yield to the
Company of 5.7 per cent.
The Purchase will be effected by the acquisition of four Jersey Property Unit
Trusts (the 'JPUTs') from Nivian Unit Trustees Limited (in its capacity as
trustee of the Merbrook Unit Trust) and Merbrook Unit Trust Investors, LLC,
which is managed by Merbrook Unit Trust Managers Limited, and is expected to
occur during the first week of December 2006.
Further details on the properties are included below
Address Principal Description / Age Term of Main Tenancies Estimated
Use / Tenure Current Net
Annual Rent
Receivable
from Tenant
L'Avenir Office A three storey Let to Cadence Design £972,000
Opladen office building Systems Ltd for a term
Way, totalling 41,332 expiring on 23/06/17.
Bracknell sq ft (3,840 sq m)
benefiting from
182 car spaces.
Built circa 1990.
The property is
held freehold.
53 /55 / 57 Retail A four storey Unit 53 and 57 let to £578,906
Broadmead, corner terrace New Look Retailers Ltd
Bristol retail building for terms expiring on
comprising of 3 28/09/18 and 24/10/09
units totalling respectively. Unit 57
15,754 sq ft let to Phones 4U Ltd for
(1,463 sq m). a term expiring
Built in the 24/12/09.
1950s.
The property is
held on three 125
yr leases from
25/12/84
18-24 Retail A retail and The property is let to £718,900
English leisure Building 15 occupational tenants
Street, totalling 103,622 including Top Shop/ Top
50-54 Castle sq ft. (9,627 sq Man properties Ltd,
Street m) consisting of Crown Mitre (Carlisle)
12-21 St 13 retail units, Ltd, C & J Clarke
Cuthberts 1 office unit and international Ltd and
Lane, Crown & a 94 bedroom Spec Savers Optical
Mitre, Carlisle hotel. Superstores Ltd for
Built circa 1900 terms expiring between
The property is 25/03/08 and 1/06/31
held freehold.
Sentinal Office A two storey Let to BT £680,000
House, Ancells office building Telecommunications Plc
Business Park, totalling 33,546 for a term expiring on
Fleet sq ft (3,116 sq 29/12/13.
m), benefiting
from 182 car
spaces.
Built circa 1988.
The property is
held freehold.
Riverway Industrial A multi let Let to 8 occupational £2,112,075
Industrial industrial estate tenants on 10 leases
Estate & comprising of 10 expiring between
Fleet units Principally 24/03/07 and 25/03/35.
House, constructed during Principal tenants
Harlow the 1970s and include TNT UK Ltd,
1980s. Excel Europe Ltd and
The property is Wincanton Trans European
held freehold. Limited.
Unit 3220 Industrial A single storey Let to Tibbet & Britten £840,000
Magna Park, detached Ltd for a term expiring
Lutterworth distribution on 04/12/14.
warehouse 160,837
sq. ft (14,942 sq
m).
Built circa 1989.
The property is
held virtual
freehold from
22/11/91 to
31/09/2988.
5 - 6A Retail Three high street Let to 3 tenants £235,300
Market units totalling including McDonald's
Place, 22,040 sq ft, Real Estate LLP, Top
Rugby (2047.60 sq m). Shop / Top Man
Built early 1900s. Properties Ltd and
The property is Monsoon Accessorise Ltd
held freehold. for terms expiring on
3/07/20, 24/06/10 and
8/07/12 respectively.
Westlea Office A two storey Santana:- let to Thorn £1,035,082
Campus, campus office park Ltd for a term expiring
Chelmsford totalling 76,843 on 15/08/12.
Road, sq. ft (7,139 sq Mistral:- let to RWE
Swindon m) arranged in 3 Npower Plc for a lease
buildings. term expiring on
Built circa 1987. 15/07/12.
The property is Bora:- mutli let with
held freehold. the Learning and Skills
Council for England
occupying two floors for
a term expiring on
28/02/2014. There is one
vacant floor which is
subject to a rental
guarantee from the
vendors for 12 months.
The Placing
The Company is proposing to raise up to £18.0 million (before expenses) by way
of a Placing by JP Morgan Cazenove of up to 14,814,815 shares (the 'Placing
Shares') at 121.5 pence per share, representing a discount of 3.2 per cent. to
the closing mid-market price of 125.5 pence per share on 7 November 2006 (and
equivalent to the NAV per share of 30 September 2006 after deducting the
dividend declared an 2 November for which the Placing Shares will not rank). The
proceeds of the Placing will be used, together with debt facilities, to fund the
Purchase and the attendant costs. The Company also has the option to increase
the size of the Placing to no more than 30.5 million shares, dependent upon
investor demand.
ING REI Investment (UK) B.V., a member of the ING Group, has agreed to subscribe
for the initial £18.0 million under the Placing, subject to clawback to meet
placees demands. ING REI Investment (UK) B.V., which has given this commitment,
has agreed to waive any underwriting commission. If ING REI Investment (UK) B.V.
were to acquire all the shares being underwritten, ING Group's aggregate
interest would be 75.815 million shares, being 23.7% of the Company. Any demand
from placees will reduce the subscription by ING REI Investment (UK) B.V. by an
equal amount.
Applications will be made to the Financial Services Authority and to the London
Stock Exchange for the Placing Shares to be admitted to the Official List and to
trading on the London Stock Exchange and Admission is expected to occur and
dealings to commence in the Placing Shares on 14 November 2006. The Placing
Shares will rank pari passu in all respects with the existing ordinary shares
save for the dividend for the period to 30 September 2006 announced on 2
November and due to be paid on 30 November 2006.
A further announcement will be made once the results of the Placing are known.
Chairman Nick Thompson stated:
'Having delivered strong performance since launch, the Board is pleased that we
are now able to expand the Trust further and acquire a complementary portfolio
such as this. The increased use of gearing will add to our returns and the
transaction is structured in such a way that provides ongoing debt flexibility
for the Trust. We are delighted with the support we have been given by ING, the
Company's investment manager, for this transaction.'
Fund Manager Elliot Caldwell commented:
'The acquisition is in line with our strategy to increase our industrial and
office weightings within the Trust. The portfolio provides an attractive income
return, scope for capital growth through active management, which we have
already shown we can deliver on the existing portfolio. By acquiring assets such
as this it will allow us to improve the balance of the portfolio and sell some
of the smaller or lower yielding assets which will not contribute to
performance.'
ING Corporate Finance is acting as joint financial adviser and JP Morgan
Cazenove is acting as joint financial adviser, broker, book runner and sponsor
in relation to the Purchase and the Placing.
For further information please visit the web site at www.ingreit.co.uk, or
contact:
ING Real Estate Investment Management (UK) +44 20 7767 5555
Elliot Caldwell
Michael Morris
ING Corporate Finance +44 20 7767 1000
Nicholas Gold
William Marle
JP Morgan Cazenove +44 20 7588 2828
Richard Cotton
Angus Gordon Lennox
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia or Japan. This announcement does not constitute
an offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of ING UK Real Estate Income Trust Limited in the United
States, Canada, Australia or Japan or any jurisdiction in which such an offer or
solicitation is unlawful. The shares in ING UK Real Estate Income Trust Limited
referred to in this announcement have not been and will not be registered under
the Securities Act and may not be offered or sold within the United States
absent registration or an exemption from registration. No public offering of
securities will be made in the United States, Canada, Australia, or Japan.
This announcement has been communicated by JPMorgan Cazenove Limited which is
authorised and regulated in the United Kingdom by the Financial Services
Authority and does not constitute an offer to sell or a solicitation of an offer
to purchase any securities. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount invested on
disposal of the shares. Investments in property are relatively illiquid and
more difficult to realise than equities or bonds. Yields may vary, and are not
guaranteed. There is no guarantee that the market price of shares in the fund
will fully reflect their underlying NAV.
APPENDIX: FURTHER DETAILS 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, JAPAN OR SOUTH AFRICA
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER');
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to subscribe for Placing Shares (the 'Placees'),
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, 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 is:
(a) a 'qualified investor' within the meaning of Article 2(I)(e) of the
Prospectus Directive (Directive 2003/71/EC); and
(b) a Relevant Person (as defined above) (as defined above) 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
(c) outside the United States and is subscribing for the Placing Shares for its
own account or is purchasing the Placing Shares for an account with respect to
which it exercises sole investment discretion and that it (and any such account)
is outside the United States, within the meaning of Regulation S under the
Securities Act.
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 in which such offer or solicitation is or may be unlawful. This
Announcement and the information contained herein is not for publication of
distribution, directly or indirectly, to persons in the United States, Canada,
Australia, Japan, South Africa or in any jurisdiction in which such publication
or distribution is unlawful. No public offer of securities of the Company is
being made in the United Kingdom or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been
and will not be registered under the Securities Act and may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or
as part of a transaction not subject to, the registration requirements of the
Securities Act. The Placing Shares are being offered and sold outside the United
States only and in accordance with Regulation S under the Securities Act.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province of territory of Canada; no prospectus has
been lodged with or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia or
Japan. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia, Japan,
South Africa or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or other regulatory
authority in the United States, 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 unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or the
announcement of which it forms part should seek appropriate advice before taking
any action.
Details of the Placing Agreement and the Placing Shares
JPMorgan Cazenove Limited ('JPMC') has entered into a Placing Agreement (the
'Placing Agreement') with the Company and ING Real Estate Investment Management
(UK) Limited under which JPMC has, on the terms and subject to the conditions
set out therein, undertaken, as agent of the Company, to use all reasonable
endeavours to procure Placees to take up the Placing Shares at the Placing
Price. JPMC itself has no obligation to subscribe for any Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares in the
capital of the Company ('Ordinary Shares') except for the dividend for the
period ended 30 September 2006 and announced on 2 November 2006 for payment on
30 November 2006.
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. 'Issue Shares' means the Placing
Shares and those new Ordinary Shares for which ING REI Investment (UK) B.V. has
committed to subscribe, as described in this Announcement.
Application for listing and admission to trading
Application will be made to the Financial Services Authority (the 'FSA') for
admission of the Issue Shares to the Official List of the UK Listing Authority
(the 'Official List') and to London Stock Exchange plc (the 'London Stock
Exchange') for admission to trading of the Issue Shares on its market for listed
securities (together 'Admission'). It is expected that Admission will become
effective on or around 14 November 2006 and that dealings in the Issue Shares
will commence at that time.
Participation in, and principal terms of, the Placing
Each Placee's allocation will be confirmed to Placees orally by JPMC following
the close of the Placing, and a trade confirmation will be dispatched as soon as
possible thereafter. JPMC's oral confirmation to such Placee 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 it
at the Placing Price on the terms and conditions set out in this Appendix and in
accordance with the Company's Memorandum and Articles of Association.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to JPMC, 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.
Conditions of the Placing
JPMC's obligations under the Placing Agreement in respect of the Placing Shares
are conditional on, inter alia, Admission taking place not later than 8.00 a.m.
on 14 November 2006 or such later date as the Company and JPMC may otherwise
agree but not being later than close of business on 14 December 2006.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by JPMC by the respective time or
date where specified (or such later time or date as the Company and JPMC may
agree), (ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances specified below,
the Placing in relation to the Placing Shares will lapse and the Placee's rights
and obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.
By participating in the Placing 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.
JPMC may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that the
above condition relating to Admission taking place, and the condition relating
to the consent of the Guernsey Financial Services Commission to the Company
raising up to £35 million by the issue of the Issue Shares, may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out in
this Announcement.
Neither JPMC nor the Company shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
any decision 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 they may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of JPMC or the Company.
Right to terminate under the Placing Agreement
JPMC is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares (after
such consultation with the Company as the circumstances shall permit) by giving
notice to the Company in certain circumstances, including a breach of the
warranties given to JPMC in the Placing Agreement or other force majeure event,
in each case such as, in the opinion of JPMC (acting in good faith), to be
materially adverse in the context of the Placing.
By participating in the Placing Placees agree that the exercise by JPMC of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of JPMC and that it need not make any reference
to Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise.
No Prospectus
No offering document or 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. 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 the Company or
JPMC or any other person and neither JPMC nor the Company nor any other person
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 accepting a participation in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B0LCW208) following
Admission will take place within the CREST system, subject to certain
exceptions. JPMC 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 the 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 at the Placing
Price, the aggregate amount owed by such Placee to JPMC and settlement
instructions. 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 that it has in place with JPMC.
It is expected that settlement will be on 14 November 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 LIBOR as determined by JPMC.
Each Placee is deemed to agree that, if it does not comply with these
obligations, JPMC may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for JPMC'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 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 my liability to UK stamp duty or
stamp duty reserve tax.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read this Announcement, including the
Appendix, in its entirety;
2. acknowledges that no offering document or prospectus has been prepared in
connection with the placing of the Placing Shares and represents and warrants
that it has not received a prospectus or other offering document in connection
therewith;
3. 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, 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 and that it is able to obtain or access such
information without undue difficulty;
4. acknowledges that neither JPMC nor the Company nor any of their affiliates
nor any person acting on behalf of any of them 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 any of JPMC, the Company, any of
their affiliates or any person acting on behalf of any of them to provide it
with any such information;
5. acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither JPMC nor any person acting on its
behalf 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 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 further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and any information
previously published by the Company by notification to a Regulatory Information
Service, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or representations,
warranties or statements made by any of JPMC or the Company and neither JPMC nor
the Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further 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;
6. acknowledges that neither JPMC nor any person acting on behalf of it nor any
of its affiliates has or shall have any liability for any publicly available or
filed information or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
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 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;
8. represents and warrants that it is, or at the time the Placing Shares are
acquired that it will be, the beneficial owner of such Placing Shares, or that
the beneficial owner of such Placing Shares is not a resident of Australia,
Canada, Japan or South Africa;
9. acknowledges that the Placing Shares have not been and will not be registered
under the securities legislation of the United States, Australia, Canada, Japan
or South Africa and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;
10. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or with any State or other jurisdiction of
the United States, 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 agrees not to reoffer, resell, pledge or
otherwise transfer the Placing Shares except outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act,
and in any case in compliance with all applicable laws and further agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares for the foregoing restrictions on
transfer;
11. represents and warrants that the issue 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
acquired in connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
12. 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;
13. represents and warrants that it and any person acting on its behalf is a
person falling within Article 19 and/or 49 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;
14. represents and warrants that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the FSMA;
15. represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to persons in the European Economic Area 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
in and which will not result in an offer to the public in any member state of
the European Economic Area within the meaning of the Prospectus Directive (which
means Directive 2003/71/EC and includes any relevant implementing measure in any
member state);
16. 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;
17. 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;
18. represents and warrants that it and any person acting on its behalf is
entitled to acquire 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 this participation
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 consents and authorities to agree to the terms set out or referred to
in this Announcement) and will honour such obligations;
19. 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 JPMC may in its sole discretion
determine and without liability to such Placee;
20. acknowledges that none of JPMC, nor any of its affiliates, nor any person
acting on behalf of any of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in connection
with the Placees and that participation in the Placing is on the basis that it
is not and will not be a client of JPMC and that JPMC has no duties or
responsibilities to it for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
21. 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 JPMC 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 JPMC in respect of the
same on the basis that the Placing Shares will be allotted to the CREST stock
account of JPMC who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
22. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance with the laws of
England 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 English courts 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 JPMC 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;
23. agrees that the Company, JPMC and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to JPMC on its own
behalf and on behalf of the Company and are irrevocable; and
24. agrees to indemnify and hold the Company and JPMC harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing.
The agreement to settle a Placee's acquisition (and/or the acquisition of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to an acquisition
by it and/or such person direct from the Company for the Placing Shares in
question. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such arrangements, or
the settlement related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor JPMC
will be responsible. If this is the case, each Placee should seek its own advice
and notify JPMC accordingly.
In addition, Placees should note that they will be liable for any 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
of any Placing Shares or the agreement by them to subscribe for any Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with JPMC, any
money held in an account with JPMC 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
JPMC 's money in accordance with the client money rules and will be used by JPMC
in the course of its own business; and the Placee will rank only as a general
creditor of JPMC.
All times and dates in this Announcement may be subject to amendment. JPMC shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
END
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund