RNS Number:5780R
Singer & Friedlander Group PLC
03 November 2003
Singer & Friedlander Group PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities
3 November 2003
Proposed bookbuilt placing of approximately 16,000,000 existing ordinary shares
of Carnegie held by Singer & Friedlander
Singer & Friedlander Group PLC ("Singer & Friedlander") announces a proposed
bookbuilt placing (the "Placing") of approximately 16,000,000 existing ordinary
shares in D. Carnegie & Co AB ("Carnegie"), representing in aggregate
approximately 24 per cent of the issued share capital of Carnegie, subject to
demand, price and market conditions.
The Placing
The indicative size of the Placing is approximately 16,000,000 ordinary shares.
Cazenove & Co. Ltd ("Cazenove") is acting as financial adviser to Singer &
Friedlander. Cazenove and Goldman Sachs International ("Goldman Sachs") are
acting as Joint Bookrunners, and D. Carnegie AB is acting as Co-Lead Manager in
relation to the Placing. The Joint Bookrunners and the Co-Lead Manager are
together referred to in this announcement and the Appendix as the "Managers".
The shares comprised in the Placing (the "Placing Shares") are being offered by
way of an international institutional bookbuilding. The Placing Shares have not
been and will not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") and, subject to certain exceptions, may not be offered or
sold into the United States. The Placing Shares are being offered to a limited
number of invited institutions only.
Bookbuilding will commence with immediate effect. The books are expected to
close at or before 4.30 p.m. (London time) on 4 November 2003 and the placing
price and the exact number of Placing Shares to be sold in the Placing are
expected to be announced at or before 8.00 a.m. (London time) on 5 November
2003. The Joint Bookrunners reserve the right to accelerate and close the book
at any earlier time or date. Settlement for the Placing Shares sold in the
Placing will be made on a "T+3" basis and it is therefore expected that payment
for the Placing Shares sold in the Placing will be made on or before 7 November
2003.
The Placing Shares are already listed on the O-list of the Stockholm Stock
Exchange.
The Placing Shares being sold are being offered to institutional investors free
of commission.
The Placing is conditional on the matters described in the Appendix to this
announcement and will be conducted in accordance with the terms and conditions
set out in the Appendix. No public offering of securities will be made in
Sweden, the United Kingdom, the United States or elsewhere.
Commenting on the Placing, John Hodson, Chief Executive of Singer & Friedlander
Group PLC, said:
"Singer & Friedlander has consistently been pursuing a strategy of reducing its
dependence on stockbroking activities and increasing its focus on its core asset
management and banking activities. The disposal of part of its shareholding in
Carnegie at the time of the flotation in 2001 was a major step in the
implementation of this strategy and it crystalised significant value for our
shareholders. This represents a continuation of this strategy to realise further
value. The net proceeds from the disposal will be held for the Group pending
reinvestment or return to Shareholders."
Enquiries
Singer & Friedlander Group PLC
John Hodson
Telephone No.: (44 20) 7523 5912
Cazenove & Co. Ltd Goldman Sachs International
Tim Wise/ Greg Chamberlain Gavin Brake
Telephone No.: (44 20) 7588 2828 Telephone No.: (44 20) 7774 1000
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
ordinary shares in the capital of Carnegie in the United States, Canada,
Australia or Japan or any jurisdiction in which such an offer or solicitation is
unlawful. The ordinary shares in Carnegie referred to in this announcement have
not been and will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an exemption from
registration. No public offering of securities will be made in the United
Kingdom, the United States, Sweden or elsewhere.
This announcement has been issued by Singer & Friedlander and is the sole
responsibility of Singer & Friedlander. Cazenove & Co. Ltd and Goldman Sachs
International are acting exclusively for Singer & Friedlander and no one else in
connection with the Placing and will not be responsible to anyone other than
Singer & Friedlander for providing the protections afforded to clients of
Cazenove & Co. Ltd and Goldman Sachs International nor for providing any advice
in relation to the Placing or any other matters referred to in this press
announcement.
Notes:
Carnegie is a Nordic investment bank and asset management firm, operating in
three principal business areas: Securities, Investment Banking, and Asset
Management and Private Banking. Carnegie provides services and products to
Nordic and international clients from offices in seven countries: Sweden,
Denmark, Norway, Finland, Luxembourg, UK and the US. It reported operating
profit before taxes of SEK 339 million for the 2002 financial year and total
assets at 31 December 2002 of approximately SEK 12.4 billion. Singer &
Friedlander Securities Limited ("SFS") currently holds 20,579,440 ordinary
shares in Carnegie (representing 30.85 per cent. of the aggregate issued
ordinary share capital of Carnegie). In the year to 31 December 2002 Singer &
Friedlander's attributable share of profits before taxes was #7.2 million. At 30
June 2003, Singer & Friedlander's share of Carnegie's net assets was #23.6
million.
APPENDIX
TERMS & CONDITIONS
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT AND THIS APPENDIX (OF WHICH IT FORMS PART) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE "ORDER") OR ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER AND WHO HAVE BEEN INVITED TO
PARTICIPATE IN THE PLACING BY THE MANAGERS (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. NEITHER THIS APPENDIX
NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN
INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN CARNEGIE.
If you have been invited and choose to participate in the Placing by making an
oral offer to acquire Placing Shares you will be deemed to have read and
understood this Appendix in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations, warranties and
acknowledgements, contained in this Appendix. In particular you represent,
warrant and acknowledge that you:
1. are a Relevant Person; and
2. either (a) are not a person in the United States (as defined in Regulation S
under the Securities Act) or (b) are a qualified institutional buyer (as
defined in Rule 144A under the Securities Act) and have received an investment
letter relating to the Placing from a Manager.
This Appendix and the announcement of which it forms part do not constitute an
offer to sell or the invitation or solicitation of an offer to buy or subscribe
for ordinary shares in the capital of D. Carnegie & Co AB ("Carnegie" or the "
Company") in the United States, Canada, Australia, Japan or in any jurisdiction
in which such offer or solicitation is unlawful and the information contained
herein is not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, Japan or any jurisdiction in
which such publication or distribution is unlawful. The Placing Shares referred
to in this announcement have not been and will not be registered under the
Securities Act and, subject to certain exceptions, may not be offered or sold
within the United States. Any offers or sales of the Placing Shares in the
United States as part of the Placing will only be made to a limited number of
qualified institutional buyers (QIBs) within the meaning of Rule 144A under the
Securities Act in reliance on Rule 144A or in other transactions not subject to
the registration requirements of the Securities Act. The Placing Shares are
being offered and sold outside the United States in accordance with Regulation S
under the Securities Act.
The distribution of this announcement and the placing of ordinary shares in the
capital of Carnegie in certain jurisdictions may be restricted by law. No action
has been taken by the Managers, Carnegie, Singer & Friedlander Group PLC ("
Singer & Friedlander") or Singer & Friedlander Securities Limited ("SFS" or "the
Selling Shareholder") that would permit an offer of such ordinary shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such ordinary shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Managers, Singer & Friedlander and the
Selling Shareholder to inform themselves about and to observe any such
restrictions.
Details of the Placing Agreement and the Placing Shares
Cazenove and Goldman Sachs (the "Joint Lead Managers") have been appointed Joint
Bookrunners, Joint Global Co-ordinators and Joint Lead Managers to the Placing.
D. Carnegie AB is acting as Co-Lead Manager to the Placing. The Joint Lead
Managers and D. Carnegie AB, acting in its capacity as Co-Lead Manager, are
together referred to in this Appendix as "the Managers".
The Managers have entered into a placing agreement (the "Placing Agreement")
with Singer & Friedlander and the Selling Shareholder under which each of the
Joint Lead Managers has, on the terms and conditions set out therein, undertaken
severally to use its reasonable endeavours to seek to arrange Placees for up to
16,000,000 existing ordinary shares in Carnegie. The Co-Lead Manager has agreed
to assist the Joint Lead Managers to procure Placees.
The Placing Shares rank pari passu in all respects with the other issued
ordinary shares of SEK 2 each in the capital of the Company, and will be sold
under the Placing together with the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary shares after
the date of transfer of the Placing Shares.
In this Appendix, unless the context otherwise requires, "Placee" or "you" means
a Relevant Person (including individuals, funds or others) on whose behalf a
commitment to acquire Placing Shares has been, or is proposed to be, given.
Listing
The Placing Shares are listed on the O-list of the Stockholm Stock Exchange.
Bookbuild
Commencing today each of the Managers will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine demand for the
Placing Shares. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Bookbuilding Process. No commissions will
be paid to Placees or by Placees in respect of any Placing Shares.
Participation in the Bookbuilding Process.
Only persons who are invited to do so may participate in the Bookbuilding
Process. Invitations to participate will be made by telephone through usual
sales contacts at Cazenove, Goldman Sachs or D. Carnegie AB. If you are invited
to participate, your allocation will be confirmed to you orally following the
close of the Bookbuilding Process and a contract note will be dispatched as soon
as possible thereafter. The relevant Manager's oral confirmation to you will
constitute a legally binding commitment upon you to purchase the number of
Placing Shares allocated to you on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional documents.
The Managers will make a further announcement following the close of the
Bookbuilding Process detailing the number of Placing Shares if any to be sold
and the price at
which the Placing Shares have been placed (the "Pricing Announcement").
Principal terms of the Bookbuilding Process
1. Each of Cazenove, Goldman Sachs and D. Carnegie AB is arranging the Placing
severally
as an agent of the Selling Shareholder, a wholly-owned subsidiary of Singer &
Friedlander.
2. Participation will only be available to persons invited to participate by one
of the Managers. Each of the Joint Lead Managers is entitled to enter bids as
principal in the Bookbuilding Process.
3. The Bookbuilding Process will establish a single price (the "Placing Price")
payable by all Placees. The Placing Price will be agreed between the Joint Lead
Managers and Singer & Friedlander following completion of the Bookbuilding
Process.
4. Once you have been invited to bid in the Bookbuilding Process, you should
communicate your bid by telephone to your usual sales contact at Cazenove,
Goldman Sachs or D. Carnegie AB. Your bid should state the number of Placing
Shares or monetary amount (being not less than SEK 300,000) which you wish to
purchase at either the Placing Price which is ultimately established by Singer &
Friedlander and the Managers or at prices up to a price limit specified in your
bid.
5. Each of the Managers reserves the right not to accept bids or to accept bids
in part rather than in whole. The acceptance of bids shall be at each of the
Manager's absolute discretion.
6. The Bookbuilding Process is expected to close no later than 4.30 p.m. (London
time)
on 4 November 2003, but may be closed earlier at the sole discretion of the
Managers. Each of the Managers may, at its sole discretion, accept bids that are
received after the Bookbuilding Process has closed.
7. A bid in the Bookbuilding Process will be made on the terms and
conditions in this Appendix and will be legally binding on the Placee by which,
or on behalf of which, it is made and will not be capable of variation or
revocation by the Placee after the close of the Bookbuilding Process.
Conditions of the Placing
The obligations of the Joint Lead Managers under the Placing Agreement are
conditional (inter alia) on:
(a) the Pricing Announcement being published through a Regulatory Information
Service by no later than 8.30 a.m. on 5 November 2003 (or by such later time
and/or date as the Joint Lead Managers and Singer & Friedlander may agree in
writing);
(b) (i) neither the Company nor any of its Subsidiaries having sustained since
31 December 2002 any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labour dispute or court or governmental action, order or decree, otherwise
than as provided for in the consolidated balance sheet and statement of income
and cash flows for the Company and its Subsidiaries for the year ended 31
December 2002 (the "Accounts") as at that date, and (ii) since the date as of
which information is given in the Accounts there shall not have been any change
in the share capital or long-term debt of the Company or any of its Subsidiaries
or any change, or any development involving a prospective change, in or
affecting the management, financial position, shareholders' equity or results of
operations of the Group, the effect of which, in any such case described in (i)
or (ii), is in the judgement of either of the Joint Lead Managers so material
and adverse as to make it impracticable or inadvisable to proceed with the
Placing or the delivery of the Placing Shares on the terms and in the manner
contemplated in the Placing Agreement; and
(c) on or after the date hereof there not having occurred any of the following:
(i) a suspension or material limitation in trading in securities generally on
the Stockholm Stock Exchange, the London Stock Exchange, the New York Stock
Exchange or the Nasdaq National Market; (ii) a suspension or material limitation
in trading in the Company's securities on the Stockholm Stock Exchange; (iii) a
general moratorium on commercial banking activities in London, Stockholm or New
York declared by the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the United Kingdom or
the United States; (iv) a change in tax law or development involving a
prospective change in tax law in either case that affects, or will affect, in a
materially adverse way, the Company, the Placing Shares or the transfer thereof;
(v) the outbreak or escalation of hostilities involving the United Kingdom,
Sweden or the United States or the declaration by the United Kingdom, Sweden or
the United States of a national emergency or war; or (vi) the occurrence of any
other calamity or crisis or any change in financial, political or economic
conditions or currency exchange rates or controls in the United Kingdom, Sweden,
the United States or elsewhere, if the effect of any such event specified in (v)
or (vi) in the judgement of either of the Joint Lead Managers makes it
impracticable or inadvisable to proceed with the Placing or the delivery of the
Placing Shares on the terms and in the manner contemplated in the Placing
Agreement.
If (a) the conditions in the Placing Agreement are not satisfied or waived (with
the agreement of Singer & Friedlander and the Selling Shareholder) by both of
the Joint Lead Managers within the stated time period (or such later time and/or
date as Singer & Friedlander, the Selling Shareholder and the Joint Lead
Managers may agree) or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and your rights and
obligations hereunder shall cease and determine at such time and no claim can be
made in respect thereof.
By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder are conditional upon the Placing Agreement becoming
unconditional and not being terminated and will terminate only in the
circumstances described above and will not be capable of rescission or
termination by you.
The Joint Lead Managers reserve the right (with the agreement of Singer &
Friedlander and the Selling Shareholder) to waive or to extend the time and/or
date for fulfilment of any of the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments. None of the Managers
shall have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision the Joint Lead
Managers may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement.
The Selling Shareholder will not, without the prior consent of each of the Joint
Lead Managers (such consent not to be unreasonably withheld) up to the period
ending on the earlier of the date on which Carnegie releases its quarterly
results for the period ended 31 March 2004 and the expiry of a period of six
months from the Settlement Date, sell or offer to sell any Ordinary Shares.
Right to terminate under the Placing Agreement
Either of the Joint Lead Managers will be entitled, having first consulted with
the Selling Shareholder if practicable, in its absolute discretion by notice in
writing to Singer & Friedlander and the Selling Shareholder at any time up to
and including the Settlement Date to terminate, on behalf of the Managers, their
obligations under the Placing Agreement if:
(a) either Singer & Friedlander or the Selling Shareholder is in breach of any
of their respective obligations under the Placing Agreement in a manner which is
material; or
(b) any of the representations, warranties or undertakings given by either
Singer & Friedlander or the Selling Shareholder in the Placing Agreement is, or
if repeated at any time up to and including the Settlement Date (by reference to
the facts and circumstances then existing) would be, untrue, inaccurate,
incorrect or misleading, in each case in any material respect; or
(c) any of the conditions to the Placing Agreement shall have ceased to be
capable of being satisfied (including, without limitation, as a result of the
occurrence of any event referred to in paragraphs (b) and (c) under "Conditions
of the Placing" above).
By participating in the Bookbuilding Process you agree with the Managers that
the exercise by the Joint Lead Managers of any right or termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Lead Managers and that none of the Managers need make any reference
to you and that none of them shall have any liability to you whatsoever in
connection with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited
persons only and will not be offered in such a way as to require a prospectus.
No prospectus has been or will be submitted to be approved by the UKLA or the
Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or filed with
the Registrar of Companies in England and Wales or its equivalent in Sweden 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
participating in the Placing, agrees that the content of this announcement is
exclusively the responsibility of Singer & Friedlander and confirms that it has
neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of any of the Managers or Carnegie or Singer &
Friedlander or the Selling Shareholder and none of the Managers, Singer &
Friedlander or the Selling Shareholder will be liable for any Placee's decision
to accept this invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial or
other position of Carnegie in deciding to participate 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 will take place in Swedish
Kronor through the VPC AB, the Swedish Central Securities Depositary and
Clearing Organisation (VPC), subject to certain exceptions. Each of the Managers
reserves the right to require settlement for and delivery of the Placing Shares
to Placees by such other means as it deems necessary if delivery or settlement
is not possible within the VPC system within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a contract note which will state the number of Placing Shares acquired by
you, the Placing Price and the aggregate amount owed by you to the Managers. By
participating in the Placing, you agree that you will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
settlement instructions in Sweden which you have in place with the relevant
Manager.
The Placing is not on-exchange for the purposes of the rules of the London Stock
Exchange but will be reported in accordance with the rules of the Stockholm
Stock Exchange. If Placing Shares are to be delivered to a custodian or
settlement agent, please ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation.
Settlement will be on a T+3 basis.
Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate of 5 percentage points above prevailing LIBOR. If
you do not comply with your obligations, the relevant Manager may sell your
Placing Shares on your behalf and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due. You
will, however, remain liable for any shortfall below the Placing Price and you
may be required to bear any interest or penalties which may arise upon the sale
of your Placing Shares on your behalf.
You will not be entitled to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Bookbuilding Process you (and any person acting on your
behalf):
1. represent and warrant that you have read this Appendix and the announcement
of which it forms part;
2. acknowledge that you have been invited to participate in the Bookbuilding
Process and that no offering document or prospectus has been prepared in
connection with the placing of the Placing Shares;
3. acknowledge that the content of this Appendix and the announcement of which
it forms part is exclusively the responsibility of Singer & Friedlander;
4. represent and warrant that you have neither received nor relied on any
information, representation, warranty or statement made by or on behalf of any
of the Managers or Singer & Friedlander or the Selling Shareholder other than
the information contained in this announcement and none of the Managers, Singer
& Friedlander or the Selling Shareholder 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
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of Carnegie in deciding to participate in
the Placing;
5. if you are in the United States, you represent and warrant that, at the time
the Placing Shares were offered to you and are purchased by you, you were and
will be the beneficial owner of such Placing Shares, or the beneficial owner of
such Placing Shares is a QIB (as defined below), and you were not and are not,
or such beneficial owner was not and is not, a resident of Canada, Australia, or
Japan;
6. acknowledge that the Placing Shares have not been and will not be registered
under the securities legislation of the United States, Canada, Australia or
Japan and, subject to certain exceptions, may not be offered, sold, delivered or
transferred, directly or indirectly, within those jurisdictions;
7. represent and warrant that you are entitled to purchase Placing Shares under
the laws of all relevant jurisdictions which apply to you and that you have
fully observed such laws and obtained all such governmental and other guarantees
and other consents which may be required thereunder and complied with all
necessary formalities;
8. represent and warrant that you are not purchasing shares with a view to any
distribution in the United States and that you are either (i) a qualified
institutional buyer ("QIB") as defined in Rule 144A under the Securities Act,
purchasing shares for your own account or for one or more accounts managed by
you each of which is a QIB, and you have received an investment letter relating
to the Placing from a Manager, or (ii) not in the United States as defined in
Regulation S (as defined below) and are purchasing the Placing Shares in an
"offshore transaction" in accordance with Rule 903 of Regulation S under the
Securities Act ("Regulation S");
9. acknowledge 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 you agree not to re-offer, resell,
pledge or otherwise transfer the Placing Shares except (i) outside the United
States in offshore transactions complying with Regulation S under the Securities
Act, or (ii) pursuant to Rule 144 under the Securities Act (if available), or
(iii) in a private placement to another QIB under Rule 144A under the Securities
Act (if available) or (iv), if you originally purchase the Placing Shares
outside the United States pursuant to Regulation S, within the United States
pursuant to an exemption from registration under the Securities Act and, in each
case, in accordance with any applicable securities laws of any state of the
United States;
10. acknowledge that where you are purchasing the Placing Shares for one or more
managed accounts, you represent and warrant that you are authorised in writing
by each managed account (i) to purchase the Placing Shares for each managed
account, (ii) to make on its behalf the representations, warranties and
agreements in this Appendix and the announcement of which it forms part and
(iii) to receive on its behalf any investment letter relating to the Placing in
the form provided to you by the Managers. You agree to indemnify and hold the
Selling Shareholder, Singer & Friedlander and the Managers 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 and
warranties in this clause 10. You agree that the provisions of this clause 10
shall survive the resale of the Placing Shares by or on behalf of the managed
accounts;
11. acknowledge that the sellers of the Placing Shares may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A thereunder;
12. acknowledge that no representation has been made as to the availability of
Rule 144 or any other exemption under the Securities Act for the re-offer,
resale, pledge or transfer of the Placing Shares;
13. represent and warrant that so long as the Placing Shares are "restricted
securities" within the meaning of Rule 144 under the Securities Act, you will
not deposit the Placing Shares into any unrestricted depositary receipt
facility maintained by any depositary bank in respect of the Company's ordinary
shares;
14. represent and warrant that you have complied with your obligations in
connection with money laundering under the Criminal Justice Act 1993, the Money
Laundering Regulations (1993) (the "Regulations") and, if you are making payment
on behalf of a third party, that satisfactory evidence has been obtained and
recorded by you to verify the identity of the third party as required by the
Regulations;
15. represent and warrant that you fall within paragraph 3(a) of Schedule 11 to
the Financial Services and Markets Act 2000 ("FSMA"), being a person whose
ordinary activities involve you in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of your business, and
within Article 19 and/or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, as amended, and undertake that you will
acquire, hold, manage or dispose of any Placing Shares that are allocated to you
for the purposes of your business;
16. represent and warrant that you have not offered or sold and, prior to the
expiry of a period of six months from the Settlement Date, 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 and which will not result in an offer
to the public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, as amended;
17. represent and warrant that you have only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;
18. represent and warrant that you have complied and will comply with, and have
not breached and will not breach, any and all applicable provisions of FSMA with
respect to anything done by you in relation to the Placing Shares in, from or
otherwise involving the United Kingdom;
19. represent and warrant that you have all necessary capacity and have obtained
all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf you are acting,
all necessary consents and authorities to agree to the terms set out or referred
to in this announcement);
20. represent and warrant that as far as you are aware you are not acting in
concert (within the meaning given in the City Code on Takeovers and Mergers)
with any other Placee in relation to the Company;
21. represent and warrant that as far as you are aware, you will not immediately
following your acquisition of the Placing Shares allocated to you pursuant to
the Bookbuilding Process, hold more than 10% of the issued share capital or
voting capital of the Company;
22. undertake that you will pay for the Placing Shares acquired by you in
accordance with this announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as the relevant Managers determine;
23. acknowledge that participation in the Placing is on the basis that you are
not and will not be a client or customer of the Selling Shareholder or Singer &
Friedlander or any of the Managers and that none of the Selling Shareholder or
Singer & Friedlander or the Managers has duties or responsibilities to you 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;
24. undertake that the person whom you specify for registration as holder of the
Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the
case may be. Each Placee and any person acting on behalf of the Placee agrees to
purchase on the basis that the Placing Shares will be allocated to the VPC stock
account of one of the Managers who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement instructions;
25. acknowledge that any agreements entered into by the Placee pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and you submit (on behalf of yourself and on behalf of any
Placee on whose behalf you are acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract.
The Selling Shareholder, Singer & Friedlander and the Managers and others will
rely upon the truth and accuracy of the foregoing representations, warranties
and acknowledgements.
General
This Appendix and the announcement of which it forms part are not for
distribution directly or indirectly in or into the United States, Canada,
Australia or Japan. Neither this Appendix nor the announcement of which it forms
part constitutes an offer to sell or issue or the solicitation of an offer to
buy or acquire ordinary shares in the capital of Carnegie in the United States,
Canada, Australia or Japan or any jurisdiction in which such an offer or
solicitation is unlawful. The ordinary shares in Carnegie referred to in this
Appendix and the announcement of which it forms part have not been and will not
be registered under the Securities Act and may not be offered or sold in the
United States absent registration or an exemption from registration. No public
offering of securities will be made in the United Kingdom, the United States,
Sweden or elsewhere.
This Appendix and the announcement of which it forms part have been issued by
Singer & Friedlander and are the sole responsibility of Singer & Friedlander.
Cazenove and Goldman Sachs are acting exclusively for Singer & Friedlander and
no one else in connection with the Placing and will not be responsible to anyone
other than Singer & Friedlander for providing the protections afforded to
clients of Cazenove and Goldman Sachs nor for providing any advice in relation
to the Placing or any other matters referred to in this Appendix or the
announcement of which it forms part.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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