TIDMCAP
RNS Number : 6954K
Clean Air Power Limited
27 June 2014
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
27 June 2014
Clean Air Power Limited
Placing to raise up to GBP1 million
Clean Air Power Limited ("Clean Air Power", the "Group" or the
"Company"), the developer and provider of Dual-Fuel(TM) engines for
heavy duty vehicles, is pleased to announce that it intends to
raise up to GBP1 million (gross) through a placing (the "Placing")
of up to 25,000,000 new common shares of US$0.001 each (the
"Placing Shares") at a price of 4 pence per Placing Share (the
"Placing Price"). The Placing Price represents a discount of 27.3
per cent. to the closing mid-market price of the Company shares on
26 June 2014.
The net proceeds of the Placing will be used to provide
additional working capital headroom. This will enable the Company
to take advantage of opportunities as they arise.
Details of the Placing
The Placing Shares are to be issued by the Company pursuant to
the directors' existing authority to allot common shares of
US$0.001 each ("Common Shares") for cash on a non pre-emptive
basis.
Certain of the directors of the Company have indicated an
intention to participate in the Placing.
The Placing is subject to the terms and conditions set out in
the appendix to this announcement.
The Company will apply for admission of the Placing Shares to
trading on AIM ("Admission"). It is expected that Admission will
take place on or around 2 July 2014.
The Placing Shares will, when issued, be credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid in respect of the Common Shares then in
issue and will otherwise rank upon Admission pari passu in all
respects with the existing Common Shares of the Company.
For further information, please contact:
Clean Air Power Tel: +44 (0)1772 624 499
John Pettitt, Chief Executive
Neill Skinner, Chief Financial Officer
Citigate Dewe Rogerson Tel: +44 (0)20 7282 2867
Malcolm Robertson
Chris Gardner
Panmure Gordon Tel: +44 (0)20 7886 2500
Corporate Finance
Freddy Crossley / Atholl Tweedie
Corporate Broking
Tom Salvesen
Peat & Co. Tel: +44 (0)20 3540 1721
Charlie Peat
Andy Cuthill
About Clean Air Power
Clean Air Power is the developer and provider of Dual-Fuel(TM)
combustion technology for heavy duty diesel engines. Dual-Fuel(TM)
engines substantially cut fuel costs and carbon emissions without
sacrificing the original engine's characteristic efficiency or
reliability. Clean Air Power is well positioned to assist
corporations and governments to deliver on their environmental
commitments while at the same time reducing transport operators'
overheads.
Initially founded in the USA in 1991, around GBP50m has been
invested in developing the technology with the result that 65
patents are currently held or pending. The holding company of the
Group is based in Bermuda with operational subsidiaries in the UK,
the USA and Australia. The Group was admitted to the AIM market of
the London Stock Exchange in February 2006.
Further information on Clean Air Power is available at
www.cleanairpower.com.
Important Notices
This announcement, and the terms and conditions set out herein,
is for information only and does not contain or constitute an offer
of, or the solicitation of an offer to buy, securities in
Australia, Canada, Japan, South Africa or the United States or any
jurisdiction in which the same would be unlawful. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), under the securities legislation of any state of the United
States or under the applicable securities laws of Australia,
Canada, Japan or South Africa. The securities referred to herein
may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Japan or South Africa. Any failure to comply
with these restrictions may constitute a violation of U.S.,
Australian, Canadian, Japanese or South African securities laws, as
applicable. No public offer of the Company's securities is being
made in any jurisdiction.
In the United Kingdom, this communication is exempt from the
general restriction in section 21 of the Financial Services and
Markets Act 2000 on the communication of invitations and
inducements to engage in investment activity on the grounds that it
is being communicated in the United Kingdom only to (i) persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, (ii) high net worth
companies, unincorporated associations and other persons to whom it
may lawfully be communicated in accordance with Article 49(2)(a) to
(d) of the Order, (iii) and to persons to whom it may otherwise be
lawful to communicate it to (all such persons being referred to as
"relevant persons"). This communication is only directed at
relevant persons and any investment or investment activity to which
the communication relates is only available to relevant persons or
will be engaged in only with relevant persons. Solicitations
resulting from this communications will only be responded to if the
person concerned is a relevant person. Other persons should not
rely or act upon this communication or any of its contents. Any
recipient of this communication who is in any doubt about the
investment to which the communication relates should consult an
authorised person specialising in advising on investments of the
kind in question.
In Member States of the European Economic Area, this
announcement is only addressed to and directed at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in the relevant Member State) and includes any relevant
implementing measure in each relevant Member State).
No action has been taken by the Company, Panmure Gordon (UK)
Limited ("Panmure Gordon") or MC Peat & Co. LLP ("Peat &
Co." and, together with Panmure Gordon, the "Brokers", and "Broker"
or "Relevant Broker" shall mean any one of them, as the context
requires) that would permit an offering of the securities referred
to herein or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Panmure Gordon and Peat & Co. to inform themselves
about, and to observe, any such restrictions.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon or Peat & Co. or by any of their respective
affiliates or agents as to or in relation to the accuracy or
completeness of this announcement, or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
hereby expressly disclaimed.
Panmure Gordon, which is authorised and regulated by the
Financial Conduct Authority ("FCA"), is acting for the Company 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 Panmure Gordon or for providing
advice in relation to the Placing. Apart from the responsibilities
and liabilities, if any, which may be imposed upon Panmure Gordon
by the Financial Services and Markets Act 2000 or the regulatory
regime established thereunder, Panmure Gordon does not accept any
responsibility whatsoever or make any representation or warranty,
express or implied, concerning the contents of this announcement,
including its accuracy, completeness or verification, or concerning
any other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Placing Shares or the
Placing and nothing in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to
the past or future. Panmure Gordon accordingly disclaims, to the
fullest extent permitted by law, all and any responsibility and
liability whether arising in tort, contract or otherwise (save as
referred to herein) which it might otherwise have in respect of
this announcement or any such statement.
Peat & Co., which is authorised and regulated by the FCA, is
acting for the Company 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 Peat & Co.
or for providing advice in relation to the Placing. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
Peat & Co. by the Financial Services and Markets Act 2000 or
the regulatory regime established thereunder, Peat & Co. does
not accept any responsibility whatsoever or make any representation
or warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing and nothing in this announcement is, or shall
be relied upon as, a promise or representation in this respect,
whether as to the past or future. Peat & Co. accordingly
disclaims, to the fullest extent permitted by law, all and any
responsibility and liability whether arising in tort, contract or
otherwise (save as referred to herein) which it might otherwise
have in respect of this announcement or any such statement.
This announcement may contain forward-looking statements which
are based on the Company's expectations, intentions and projections
regarding its future performance, anticipated events or trends and
other matters that are not historical facts. These statements are
not guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
The information contained in this announcement is subject to change
without notice and neither the Company, Panmure Gordon nor Peat
& Co. assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
herein.
Any indication in this announcement of the price at which Common
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this announcement
is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor the content of
any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this
announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision as to whether or not to compare,
continue to hold, or dispose of, securities in the Company.
APPENDIX: TERMS AND CONDITIONS
IMPORTANT INFORMATION REGARDING THE PLACING FOR INVITED PLACEES
ONLY
THIS APPENDIX CONTAINS IMPORTANT INFORMATION FOR PLACEES (AS
DEFINED BELOW). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING. THIS ANNOUNCEMENT AND THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY, AND THE TERMS SET OUT HEREIN ARE
DIRECTED ONLY AT PERSONS: (A) WHO IF IN THE UNITED KINGDOM, HAVE
BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19 (5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (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; (B) WHO, IF IN A MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS" (AS DEFINED
IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN
PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER WITH ANY
IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE
"PROSPECTUS DIRECTIVE")); OR (C) ARE OTHERWISE PERSONS TO WHOM IT
MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT HEREIN RELATES
IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH
SUCH PERSONS.
Terms of the Placing
If a person chooses to participate in the Placing by making or
accepting an offer to acquire Placing Shares (each such person
whose participation is accepted by the Relevant Broker in
accordance with this appendix being hereinafter referred to as a
"Placee" and together, as the "Placees") it will be deemed to
represent and warrant that it has read and understood this
announcement and this appendix in its entirety and to be making or
accepting such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements,
agreements and undertakings, contained in this appendix.
The Placing Shares referred to in this announcement have not
been, and will not be, registered under the US Securities Act or
under the securities legislation of any state of the United States.
Furthermore, the Placing Shares have not been recommended by any US
federal or state securities commission or regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or confirmed the accuracy or determined the
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. This appendix is not an
offer of securities for sale in the United States, and the Placing
Shares may not be offered or sold in the United States absent the
registration of the Placing Shares under the US Securities Act, or
an exemption therefrom, or in a transaction not subject to, the
registration requirements of the US Securities Act. There will be
no public offer of the Placing Shares in the United States.
The Placing Shares will not be lodged with or registered by the
Australian Securities and Investments Commission and are not being
offered for subscription or sale and may not be directly or
indirectly offered, sold, taken up, transferred or delivered in or
into Australia or to or for the account or benefit of any person or
corporation in (or with a registered address in) Australia. The
relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the
Placing Shares has been or will be lodged with or registered by the
Ministry of Finance of Japan. The Placing Shares may not therefore
be offered, taken up, transferred or sold, directly or indirectly,
in or into Japan, its territories and possessions and any areas
subject to its jurisdiction or to any resident of Japan. The
approval of the South African Exchange Control Authorities has not
been, and will not be, obtained in relation to the Placing Shares.
The Placing Shares may not therefore be offered, taken up,
transferred or sold directly or indirectly in or into South Africa
or to a resident of South Africa. The Placing Shares may not be
offered, taken up, transferred or sold directly or indirectly in or
into Canada or to a resident of Canada.
This announcement and appendix do not constitute an offer to
sell or issue or a 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. The distribution of this
announcement and the placing and issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Brokers that would permit an offering
of such securities or possession or distribution of this
announcement or any other offering or publicity material relating
to such securities in any jurisdiction where action for that
purpose is required. Persons to whose attention this announcement
has been drawn are required by the Company and the Brokers to
inform themselves about and to observe any such restrictions.
The price of securities and the income from them may go down as
well as up and investors may not get back the full amount on
disposal of the securities.
Any indication in this announcement of the price at which Common
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this announcement
is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Persons (including, without limitation, nominees and trustee)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
1. The Brokers will arrange the Placing as agents for
and on behalf of the Company. Participation will only
be available to persons invited to participate by the
Brokers. The Brokers will, following consultation with
the Company, determine in their absolute discretion
the extent of each Placee's participation in the Placing,
which will not necessarily be the same for each Placee.
2. The price payable per new Ordinary Share shall be the
Placing Price.
3. A Placee's commitment to subscribe for a fixed number
of Placing Shares will be agreed with and confirmed
to it orally by the Relevant Broker and a contract
note (a "Contract Note") will be despatched as soon
as possible thereafter. The oral confirmation to the
Placee by the Relevant Broker constitutes an irrevocable,
legally binding contractual commitment to the Relevant
Broker (as agent for the Company) to subscribe for
the number of Placing Shares allocated to it on the
terms set out in this appendix.
4. Commissions will not be paid to Placees in connection
with the Placing.
5. The Brokers have the right, inter alia, to terminate
the agreement entered into between the Brokers and
the Company in connection with the Placing (the "Placing
Agreement") at any time prior to Admission if, inter
alia, (i) there has been any material breach of the
warranties, undertakings or other obligations on the
part of the Company contained in the Placing Agreement;
or (ii) there occurs an event of force majeure. If
the Placing Agreement is terminated prior to Admission,
the Placing will lapse and the rights and obligations
of the Placees hereunder shall cease and determine
at such time and no claim can be made by any Placee
in respect thereof. In such event, all monies (if any)
paid by the Placees to the Relevant Broker at such
time shall be returned to the Placees at their sole
risk without any obligation on the part of the Company
or the Relevant Broker or any of their respective affiliates
to account to the Placees for any interest earned on
such funds. The Placees acknowledge and agree that
the Company and the Brokers may, at their sole discretion,
exercise their contractual rights 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.
6. The Brokers are acting exclusively for the Company
and no one else in connection with the matters referred
to in this announcement and will not be responsible
to anyone other than the Company for providing the
protections afforded to the customers of the Brokers
or for providing advice in relation to the matters
described in this announcement. The Brokers shall not
have any liability to any Placee nor shall they owe
any Placee fiduciary duties in respect of any claim
they may have under the Placing Agreement (or to any
other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of their contractual
rights to waive or to extend the time and/or date for
the satisfaction of any condition in the Placing Agreement
or in respect of termination of the Placing Agreement
or in respect of the Placing generally.
7. Each Placee acknowledges to, and agrees with, the Brokers
for themselves and as agents for the Company, that
except in relation to the information in this announcement,
it has relied on its own investigation of the business,
financial or other position of the Company in deciding
to participate in the Placing.
8. Settlement of transactions in the Placing Shares following
Admission will take place within the system administered
by Euroclear UK & Ireland Limited ("CREST"), subject
to certain exceptions. The Brokers reserve the right
to require settlement for and delivery of the Placing
Shares to the Placees in such other means that it deems
necessary if delivery or settlement is not possible
within CREST within the timetable set out in this announcement
or would not be consistent with the regulatory requirements
in the jurisdictions of such Placees.
9. It is expected that settlement of the Placing will
occur on 2 July 2014, on which date each Placee must
settle the full amount owed by it in respect of the
Placing Shares allocated to it. The Relevant Broker
may (after consultation with the Company) specify a
later settlement date (or dates) at its absolute discretion.
Payment must be made in cleared funds. The payment
instructions for settlement in CREST and settlement
outside of CREST will be notified to each Placee by
the Relevant Broker. The trade date of the Placing
Shares is 27 June 2014. Interest is chargeable daily
on payments to the extent that value is received after
the due date at the rate per annum of 2 percentage
points above the Barclays Bank plc base rate. If a
Placee does not comply with these obligations, the
Relevant Broker may sell the Placing Shares allocated
to such Placee (as agent for such Placee) and retain
from the proceeds, for its own account, an amount equal
to the Placing Price plus any interest due. The relevant
Placee will, however, remain liable, inter alia, for
any shortfall below the Placing Price and it 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 its Placing Shares on its
behalf. Time shall be of the essence as regards the
obligations of Placees to settle payment for the Placing
Shares and to comply with their other obligations under
this appendix.
10. If Placing Shares are to be delivered to a custodian
or settlement agent of a Placee, the relevant Placee
should ensure that its Contract Note is copied and
delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are to
be registered in the name of a Placee or that of its
nominee or in the name of any person for whom the Placee
is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided
below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. Placees should
match the CREST details as soon as possible or if using
a settlement agent they should instruct their agent
to do so. Failure to do so could result in a CREST
Settlement fine.
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons
acting on its behalf):
1. represents and warrants that it has read this announcement
in its entirety and acknowledges that its participation
in the Placing will be governed by the terms, conditions,
representations, warranties, acknowledgements, agreements
and undertakings of this announcement (including this
appendix);
2. acknowledges that no offering document or prospectus
has been or will be prepared in connection with the
Placing and that it has not received a prospectus or
other offering document in connection therewith;
3. represents, warrants and undertakes that it will subscribe
for the Placing Shares allocated to it in the Placing
and pay for the same in accordance with the terms of
this appendix failing which the relevant Placing Shares
may be placed with other subscribers or sold as the
Brokers determine and without liability to such Placee;
4. confirms the Relevant Broker's absolute discretion
with regard to the Placing Agreement and agrees that
the Relevant Broker owes it no fiduciary duties in
respect of any claim it may have relating to the Placing;
5. undertakes and acknowledges that its obligations under
the Placing are legally binding and irrevocable;
6. represents and warrants that it is entitled to subscribe
for Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has fully observed and
complied with such laws and obtained all such governmental
and other guarantees and other consents which may be
required thereunder and complied with all necessary
formalities;
7. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation
to the Placing) other than that contained in this announcement
(including this appendix and represents and warrants
that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other
than the information contained in this announcement);
8. acknowledges that neither the Brokers 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 the Brokers, the Company, any of their affiliates
or any person acting on behalf of any of them to provide
it with any such material;
9. represents and warrants that the issue to the Placee,
or the person specified by such Placee 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);
10. represents and warrants that it is aware of and has
complied with its obligations in connection with money
laundering under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering Regulations 2007 (the "Regulations")
and, if it is making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded
by it and that the applicable procedures have been
carried out to verify the identity of the third party
as required by the Regulations;
11. if in the United Kingdom, represents and warrants that
it is a person falling within Article 19(5) or Article
49(2)(a) to (d) of the Order 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;
12. represents and warrants that is 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 Financial Services and Markets
Act 2000 (as amended) ("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;
13. represents and warrants that it has complied and will
comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United
Kingdom;
14. if in a Member State of the European Economic Area
which has implemented the Prospectus Directive (each,
a "Relevant Member State"), the relevant Placee represents
and warrants that:
(a) it is a legal entity which is authorised or regulated
to operate in the financial markets or, if not so authorised
or regulated, its corporate purpose is solely to invest
in securities; or
(b) it is a legal entity which has two or more of:
(i) an average of at least 250 employees during the
last financial year;
(ii) a total balance sheet of more than EUR43,000,000;
and
(iii) an annual turnover of more than EUR50,000,000,
as shown in its last annual or consolidated accounts;
or
(c) in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, (a) the Placing
Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in
any Relevant Member State other than Qualified Investors
(as defined in the Prospectus Directive) or in circumstances
in which the prior consent of the Brokers has been
given to the offer or resale; or (b) where Placing
Shares have been acquired by it on behalf of persons
in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Directive as having
been made to such persons; or
(d) such securities are sold in any other circumstance
which does not require the publication of a prospectus
by the Company pursuant to Article 3 of the Prospectus
Directive; or
(e) it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account
with respect to which it exercises sole investment
discretion, and that, unless otherwise agreed with
the Company, it (and any such account) is subscribing
for the Placing Shares in an "offshore transaction"
(within the meaning of Regulation S under the US Securities
Act).
15. represents and warrants that its obligations under
the Placing are valid, binding and enforceable and
that it has all necessary capacity and authority, and
has obtained all necessary consents and authorities
to enable it to commit to participation in the Placing
and to perform its obligations in relation thereto
and will honour its obligations (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);
16. acknowledges that the Relevant Broker is acting solely
for the Company and that participation in the Placing
is on the basis that it is not and will not be a client
or customer of the Relevant Broker or any of its affiliates
and that the Relevant Broker and its affiliates have
no duties or responsibilities to it for providing the
protections afforded to their clients or customers
or for providing advice in relation to the Placing
or in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of the Relevant
Broker's rights and obligations thereunder, including
any right to waive or vary conditions or exercise any
termination right;
17. undertakes and agrees that (i) the person whom it specifies
for registration as holder of the Placing Shares will
be (a) the Placee or (b) a nominee of the Placee, (ii)
neither the Brokers nor the Company or any of their
respective affiliates will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from
a failure to observe this requirement and (iii) the
Placee and any person acting on its behalf agrees to
subscribe on the basis that the Placing Shares will
be allotted to the CREST stock account of the Relevant
Broker which will act as settlement agent in order
to facilitate the settlement process;
18. 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;
19. represents and warrants that, if it is in the United
States or a US Person (having the meaning given in
Regulation S under the US Securities Act), it meets
the requirements of qualified institutional buyers,
as defined in Rule 144A under the US Securities Act;
20. represents and warrants that it understands that the
Placing and sale to it of the Placing Shares has not
been and will not be registered under the US Securities
Act or the laws of any state of the United States;
therefore, it agrees that it will not offer, sell or
pledge any Placing Shares in the United States unless
and until the Placing Shares are registered under the
US Securities Act (which it acknowledges the Company
has no obligation to do) or unless the Placing Shares
are offered, sold or pledged in a transaction exempt
from, or not subject to, the registration requirements
of the US Securities Act and the laws of any state
of the United States;
acknowledges that it has not acquired the Placing Shares
as a result of any general solicitation or general
advertising (as these terms are used in Regulation
D under the US Securities Act), including advertisements,
articles, notices or other communications published
in any newspaper, magazine or similar media, or broadcast
over radio, Internet or television, or any seminar
or meeting whose attendees have been invited by general
solicitation or general advertising;
21. understands that if it is in the United States or a
US Person and it decides to offer, sell or otherwise
transfer any of the Placing Shares, such securities
may be offered, sold or otherwise transferred only
(i) to the Company, (ii) pursuant to an effective registration
statement that covers resales of the securities, (iii)
outside the United States in accordance with Rule 904
of Regulation S under the US Securities Act, or (iv)
within the United States in a transaction that does
not require registration under the US Securities Act
(including, without limitation, pursuant to Rule 144
or Rule 144A) and in any case in accordance with any
applicable securities laws of any state of the United
States, and, with respect to clauses (iii) and (iv),
the Placee has, prior to such offer, sale or transfer,
furnished to the Company an opinion of counsel or other
evidence of exemption, in either case reasonably satisfactory
to the Company;
22. understands that if it is in the United States or a
US Person, the Placing Shares shall only be eligible
for settlement through CREST if approved by the Company,
and, if requested by the Company, the Placee provides
a signed letter addressed to the Company, containing
certain representations regarding compliance with US
securities laws;
23. if it is in the United States or a U.S. Person and
holds the Placing Shares in certificated form, the
Placee understands and acknowledges that upon the original
issuance thereof, and until such time as the same is
no longer required under applicable requirements of
the US Securities Act or applicable state securities
laws, certificates representing, documents or notation
constituting the Placing Shares and all certificates
or documents issued in exchange therefor or in substitution
thereof, shall bear a legend substantially in the following
form:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "US SECURITIES ACT"). THESE SECURITIES
MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT THAT COVERS RESALES OF SECURITIES, (C) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE US SECURITIES ACT, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE US SECURITIES
ACT (INCLUDING WITHOUT LIMITATION RULE 144 OR 144A
THEREUNDER) OR ANY APPLICABLE STATE SECURITIES LAWS,
AND, WITH RESPECT TO CLAUSES (C) AND (D), THE HOLDER
HAS, PRIOR TO SUCH OFFER, SALE OR TRANSFER, FURNISHED
TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE
OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO THE COMPANY."
If Placing Shares are being sold under Rule 904 of
Regulation S under the US Securities Act, and provided
that the Company is a "foreign issuer" within the meaning
of Regulation S at the time of sale, the legend may
be removed by providing a declaration to Capita Registrars,
the Company's registrar (including any successor transfer
agent, the "Registrar"), as the Company may prescribe
from time to time and, if required by Registrar, subject
to applicable law, the Company will use its reasonable
endeavours to obtain an opinion or memorandum of U.S.
counsel (as required by the Registrar), addressed to
the Registrar permitting removal of resale restrictions
for resales of Placing Shares by investors in the United
States through the facilities of the London Stock Exchange
in reliance upon Rule 904 of Regulation S under the
US Securities Act;
24. the Placee consents to the Company making a notation
on its records or giving instructions to any registrar
and transfer agent of the Shares in order to implement
the restrictions on transfer set forth and described
above;
25. if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Placee will
execute, deliver and file and otherwise assist the
Company in filing reports, questionnaires, undertakings
and other documents with respect to the issue of the
Placing Shares;
26. the Placee has such knowledge and experience in financial,
business and tax matters as to be capable of evaluating
the merits and risks of its investment in the Placing
Shares and it is able to bear the economic risks and
complete loss of such investment in the Placing Shares;
27. the Placee understands and agrees that there may be
material tax consequences to the Placee of an acquisition
or disposition of any of the Placing Shares. Neither
the Company nor any of the Brokers gives any opinion
or makes any representation with respect to the tax
consequences to the Placee under United States, state,
local or foreign tax law of the Placee's acquisition
or disposition of such securities. In particular, no
determination has been made whether the Company will
be a "passive foreign investment company" ("PFIC")
within the meaning of Section 1291 of the United States
Internal Revenue Code;
28. represents and warrants that it is purchasing the Placing
Shares for its account or for the account of one or
more persons for investment purposes only and not with
the purpose of, or with a view to, the resale, transfer
or distribution or granting, issuing or transferring
of interests in, or options over, the Placing Shares
and, in particular, neither the Placee nor any other
person for whose account it is purchasing the Placing
Shares has any intention to distribute either directly
or indirectly any of the Placing Shares in the United
States;
29. represents and warrants that it has such knowledge
and experience in financial and business matters and
expertise in assessing credit and all other relevant
risks that it is capable of evaluating independently,
and has evaluated independently and conducted an in-depth
detailed analysis on, the merits and risks of a purchase
of the Placing Shares for itself and each other person,
if any, for whose account it is acquiring any Placing
Shares, and it has determined that the Placing Shares
are a suitable investment for itself and each other
person, if any, for whose account it is acquiring any
Placing Shares, both in the nature and the number of
the Placing Shares being acquired;
30. represents and warrants that it has been independently
advised as to any resale restrictions under applicable
securities laws in its own jurisdiction;
31. acknowledges and agrees that the relevant clearances
have not been and will not be obtained from the securities
commission of any province of Canada and that the Placing
Shares have not been and will not be registered under
the relevant securities laws of any of Australia, Japan,
Jersey or South Africa or any state or territory within
any such country and, subject to certain limited exceptions,
may not be, directly or indirectly, offered, sold,
renounced, transferred, taken-up or delivered in, into
or within those jurisdictions;
32. acknowledges that it and, if different, the beneficial
owner of the Placing Shares is not, and at the time
the Placing Shares are acquired will not be residents
of Australia, Canada, Japan, Jersey or South Africa;
33. save where it has provided evidence to the satisfaction
of the Relevant Broker that it meets the requirements
of qualified institutional buyers, as defined in Rule
144A under the US Securities Act, it represents, warrants
and acknowledges to the Relevant Broker that it is
outside the United States and will only offer and sell
the Placing Shares outside the United States in offshore
transactions in accordance with Regulation S under
the US Securities Act;
34. acknowledges that it will be liable for any capital
duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties
or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or
any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire
any Placing Shares; and
35. acknowledges that any monies of any Placee or any person
acting on behalf of the Placee held or received by
the Relevant Broker will not be subject to the protections
conferred by the FCA's Client Money Rules. As a consequence,
these monies will not be segregated from the monies
of the Relevant Broker and may be used by the Relevant
Broker in the course of its business, and the relevant
Placee or any person acting on its behalf will therefore
rank as a general creditor of the Relevant Broker.
The acknowledgements, undertakings, representations and
warranties referred to above are given to each of the Company and
the Relevant Broker (for their own benefit and, where relevant, the
benefit of their respective affiliates) and are irrevocable. The
Company and the Relevant Broker will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings,
representations and warranties.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEQKADDCBKDAAB
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