RNS Number:9630L
Hikma Pharmaceuticals Plc
17 January 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE UNITED ARAB EMIRATES
Hikma Pharmaceuticals PLC
17 January 2008
HIKMA PHARMACEUTICALS PLC
PLACING OF UP TO 17 MILLION NEW ORDINARY SHARES
Details of the Placing
Hikma Pharmaceuticals PLC ("Hikma" or the "Company") intends to place up to 17
million new Ordinary Shares, representing up to 9.9 per cent of Hikma's issued
ordinary share capital immediately prior to the Placing, with institutional and
other investors (the "Placing Shares").
The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated book-building process to be carried out by
Merrill Lynch International ("Merrill Lynch") and Citigroup Global Markets U.K.
Equity Limited ("Citi"). The books will open with immediate effect. The timing
of the closing of the books, pricing and allocations are at the discretion of
Hikma, Merrill Lynch and Citi. The number of Placing Shares and the price at
which the Placing Shares are to be placed (the "Placing Price") will be agreed
by Hikma with Merrill Lynch and Citi at the close of the book-building process.
Details of the number of Placing Shares and the Placing Price will be announced
as soon as practicable after the close of the book-building process.
As part of the Placing, Darhold Limited, which as at 16 January 2008 held
52,649,972 Ordinary Shares (representing approximately 30.8 per cent. of Hikma's
issued ordinary share capital) and whose shareholders include Samih Darwazah
(Non Executive Chairman of Hikma), Said Darwazah (CEO of Hikma) and Mazen
Darwazah (Executive Vice Chairman of Hikma), has agreed to acquire and be
allotted approximately 30.8 per cent of the Placing Shares (being up to
approximately 5.23 million Placing Shares) at the Placing Price. In addition,
Samih Darwazah, Said Darwazah, Mazen Darwazah and certain relatives, who
together held as at 16 January 2008 2.97 million Ordinary Shares (representing
approximately 1.7 per cent. of Hikma's issued ordinary share capital) intend to
acquire approximately 1.7 per cent of the Placing Shares (being up to 295,223
Placing Shares) at the Placing Price pursuant to the Placing. Accordingly, the
interest of Darhold Limited in Hikma's issued ordinary share capital will remain
at approximately 30.8 per cent. and the combined interests of Samih Darwazah,
Said Darwazah, Mazen Darwazah and those relatives who intend to participate in
the Placing will remain at approximately 1.7 per cent..
The Placing Shares will be issued credited as fully paid and will rank pari
passu with existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares. The Company will
apply for admission of the Placing Shares to the Official List of the Financial
Services Authority and for admission to trading of the Placing Shares on the
London Stock Exchange's main market for listed securities (together,
"Admission"). It is expected that Admission will take place and that trading
will commence on 22 January 2008.
As part of the Placing, the Company and Darhold Limited have respectively agreed
that they will not issue or sell any Ordinary Shares for a period ending 90 days
after Admission, without the prior consent of Merrill Lynch (on behalf of itself
and Citi). These agreements are subject to certain customary exceptions and, in
addition, do not prevent Darhold Limited from transferring up to 25.9 million
Ordinary Shares pledged or to be pledged to certain lenders (including 2 million
Ordinary Shares pledged to Merrill Lynch International Bank Limited (London
Branch) and 7.5 million Ordinary Shares pledged to an Affiliate of Citi) in
accordance with Darhold Limited financing arrangements.
Settlement of the Placing Shares will be on a T + 3 basis and is expected to
occur on 22 January 2008.
The Appendix to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.
Merrill Lynch and Citi are acting as joint bookrunners in relation to the
Placing.
Benefits of the Placing
The Placing will enable the Hikma group to reduce borrowings incurred in
connection with its JD116.0 million ($163.6 million) acquisition of Arab
Pharmaceutical Manufacturing Company ("APM"), announced on 10 December 2007,
thereby providing Hikma with increased flexibility to finance future growth.
Contacts
Hikma Pharmaceuticals PLC
Susan Ringdal Direct Line: +44 20 7399 2760
Investor Relations Director Mobile: +44 7776 477 050
Hikma Pharmaceuticals plc
13 Hanover Square
London W1S 1HW
United Kingdom
Merrill Lynch International
Lorcan O'Shea +44 20 7996 5949
Andrew Fairclough +44 20 7996 0469
Aukse Jurkute +44 20 7995 3700
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
United Kingdom
Citigroup Global Markets U.K. Equity Limited
Andrew Chapman +44 20 7986 0505
Ronan Veale +44 20 7986 0433
Darrel Uden +44 20 7986 0410
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Legal advisers to Hikma
Ashurst LLP
Broadwalk House
5 Appold Street
London EC2A 2HA
United Kingdom
Legal advisers to the Managers
Freshfields Bruckhaus Deringer
65 Fleet Street
London EC4Y 1HS
United Kingdom
PR advisers to Hikma
Jon Coles +44 20 7404 5959
Justine McIlroy
Brunswick Group
16 Lincoln's Inn Fields
London WC2A 3ED
United Kingdom
General
Merrill Lynch and Citi (together, the "Managers") are each acting exclusively
for the Company and no-one else in relation to the Placing and will not be
responsible to any person other than the Company for providing the protections
afforded to their respective clients or for providing advice in relation to the
Placing or in relation to the contents of this announcement or any other
transaction, arrangement or matter referred to herein.
This announcement is for information purposes only and does not constitute an
offer to issue or sell, or the solicitation of an offer to subscribe for or
acquire, any securities to any person in any jurisdiction, including without
limitation in the United States, Canada, Australia or Japan.
The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, the Managers, or any of their respective affiliates,
that would permit an offer of the Placing Shares or possession or distribution
of this announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required by
the Company and the Managers to inform themselves about and to observe any such
restrictions.
The securities referred to in this announcement have not been, nor will they be,
registered under the US Securities Act of 1933, as amended (the "Securities Act
") or with any securities regulatory authority of any State or other
jurisdiction of the United States, and accordingly may not be offered or sold
within the United States except pursuant to an exemption from, or in a
transaction not subject to, registration under the Securities Act. No public
offering of the securities referred to herein will be made in the United States.
Any offering to be made in the United States will be made to a limited number of
"qualified institutional buyers" pursuant to an exemption from registration
under the Securities Act in a transaction not involving any public offering. The
Placing Shares are being offered and sold outside the United States in
accordance with Regulation S under the Securities Act.
This announcement is not intended to constitute an offer, sale or delivery of
shares or other securities under the laws of the United Arab Emirates (the "UAE
"). The securities referred to herein have not been and will not be registered
under Federal Law No. 4 of 2000 Concerning the Emirates Securities and
Commodities Authority and the Emirates Security and Commodity Exchange, or with
the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities
market or with any other UAE exchange. The Placing, the Placing Shares and
interests therein have not been approved or licensed by the UAE Central Bank or
any other relevant licensing authorities in the UAE, and do not constitute a
public offer of securities in the UAE in accordance with the Commercial
Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.
The Placing Shares will not be offered or sold in the Dubai International
Financial Centre (the "DIFC") unless such offer is (a) deemed to be an ''Exempt
Offer'', made in accordance with the Offered Securities Rules (the ''Rules'') of
the Dubai Financial Services Authority (the "DFSA"); (b) made to Qualified
Investors as defined in the Rules; and (c) made through a duly authorised firm
in the DIFC.
This announcement relates to an exempt offer in accordance with the Rules. This
announcement is intended for distribution only to persons of a type specified in
those Rules. It must not be delivered to, or relied on by, any other person.
The DFSA has no responsibility for reviewing or verifying any documents in
connection with Exempt Offers. The DFSA has not approved this announcement or
taken steps to verify the information set out in it, and has no responsibility
for it. The securities to which this announcement relates may be illiquid and/
or subject to restrictions on their resale. Prospective investors in the
Placing Shares should conduct their own due diligence on the Placing Shares.
Prospective investors who do not understand the contents of this announcement
should consult an authorised financial adviser.
Certain statements made in this announcement are forward looking statements.
Such forward looking statements are based on current expectations and numerous
assumptions regarding the Company's present and future business strategies and
the environments in which the Company will operate in the future. Such
assumptions may or may not prove to be correct and actual results and
performance could differ materially from any expected further results or
performances, express or implied, by the forward looking statements. Factors
that might cause forward looking statements to differ materially from actual
results include, among other things, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates and future business combinations or disposals. The Company
expressly disclaims and assumes no responsibility to update or revise any of the
forward looking statements contained in this announcement to reflect any change
in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Any indication in this announcement of the price at which the Ordinary 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 Ordinary Share for the current or future financial years would
necessarily match or exceed the historical published earnings per Ordinary
Share.
This announcement 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 the Managers 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 prospective investor
or its advisers, and any liability therefore is hereby expressly disclaimed.
APPENDIX
TERMS AND CONDITIONS
Important information on the Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE UNITED ARAB EMIRATES.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS") AND (2) IN THE UNITED KINGDOM, FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER (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 HIKMA.
This announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area ("EEA") who
are Qualified Investors.
By participating in the bookbuilding procedure (the "Bookbuilding") and the
Placing, Placees will be deemed to have read and understood this Appendix in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, acknowledgements and undertakings contained herein.
In particular each such Placee represents, warrants and acknowledges that it:
1. is a Relevant Person 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;
2. in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing:
(i) it is a Qualified Investor; and
(ii) 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,
(i) 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 or in
circumstances in which the prior consent of Merrill Lynch International ("
Merrill Lynch"), on behalf of itself and Citigroup Global Markets U.K. Equity
Limited ("Citi"), has been given to the offer or resale; or (ii) 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;
and
3. 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 it (and any such account) is outside the United
States or it is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for non-US beneficial owners (other than an
estate or trust), in reliance upon Regulation S under the US Securities Act of
1933, as amended (the "Securities Act"); or if it is not outside the United
States is a qualified institutional buyer ("QIB") as defined in Rule 144A under
the Securities Act.
This announcement (including this Appendix) does not constitute an offer to
issue or sell, or the solicitation of an offer to subscribe for or acquire
Placing Shares in any jurisdiction including, without limitation, the United
Kingdom, the United States, Canada, Australia or Japan. This announcement and
the information contained herein is not for publication or distribution,
directly or indirectly, to persons in the United States, Canada, Australia,
Japan, the United Arab Emirates (the "UAE") or in any jurisdiction in which such
publication or distribution is unlawful.
The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States, and may not
be offered, sold or transferred within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Any offering to be made in the United
States will be made to a limited number of QIBs pursuant to an exemption from
registration under the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.
This announcement is not intended to constitute an offer, sale or delivery of
shares or other securities under the laws of the UAE. The securities referred to
herein have not been and will not be registered under Federal Law No. 4 of 2000
Concerning the Emirates Securities and Commodities Authority and the Emirates
Security and Commodity Exchange, or with the UAE Central Bank, the Dubai
Financial Market, the Abu Dhabi Securities market or with any other UAE
exchange. The Placing, the Placing Shares and interests therein have not been
approved or licensed by the UAE Central Bank or any other relevant licensing
authorities in the UAE, and do not constitute a public offer of securities in
the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of
1984 (as amended) or otherwise.
The Placing Shares will not be offered or sold in the Dubai International
Financial Centre (the "DIFC") unless such offer is (a) deemed to be an ''Exempt
Offer'', made in accordance with the Offered Securities Rules (the ''Rules'') of
the Dubai Financial Services Authority (the "DFSA"); (b) made to Qualified
Investors as defined in the Rules; and (c) made through a duly authorised firm
in the DIFC. This announcement relates to an exempt offer in accordance with
the Rules. This announcement is intended for distribution only to persons of a
type specified in those rules. It must not be delivered to, or relied on by,
any other person. The DFSA has no responsibility for reviewing or verifying any
documents in connection with Exempt Offers. The DFSA has not approved this
announcement or taken steps to verify the information set out in it, and has no
responsibility for it. The securities to which this announcement relates may be
illiquid and/or subject to restrictions on their resale. Prospective investors
in the Placing Shares should conduct their own due diligence on the Placing
Shares. Prospective investors who do not understand the contents of this
announcement should consult an authorised financial adviser.
The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, Merrill Lynch or Citi (together with Merrill Lynch,
the "Managers"), or any of their respective Affiliates, that would permit an
offer of the Placing Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and the Managers
to inform themselves about and to observe any such restrictions.
In this Appendix, unless the context otherwise requires, the "Company" means
Hikma Pharmaceuticals PLC and "Placee" includes a person (including individuals,
funds or others) on whose behalf a commitment to acquire Placing Shares has been
or is given.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FSA in relation to the Placing and the Placees' commitments will
be made solely on the basis of the information contained in this announcement
and any information publicly announced to a Regulatory Information Service by or
on behalf of the Company or publicly announced by Arab Pharmaceutical
Manufacturing Company ("APM") prior to the date of this announcement (the "
Publicly Available Information"). Each Placee, by participating in the Placing,
agrees that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of either of the
Managers or the Company and neither of the Managers, the Company nor any person
acting on such person's behalf nor any of their Affiliates has or shall have any
liability 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 the Company and
APM in accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Managers have entered into a placing agreement (the "Placing Agreement")
with the Company under which each of the Managers has undertaken, severally and
not jointly or jointly and severally, on the terms and subject to the conditions
set out in the Placing Agreement, as an agent for and on behalf of the Company,
to use its reasonable endeavours to seek to procure Placees for the 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 , including
the right to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue of the Placing
Shares.
As part of the Placing, the Company and Darhold Limited have respectively agreed
that they will not issue or sell any Ordinary Shares for a period ending 90 days
after Admission, without the prior consent of Merrill Lynch (on behalf of itself
and Citi). These agreements are subject to certain customary exceptions and, in
addition, do not prevent Darhold Limited from transferring up to 25.9 million
Ordinary Shares pledged or to be pledged to certain lenders (including 2 million
Ordinary Shares pledged to Merrill Lynch International Bank Limited (London
Branch) and 7.5 million Ordinary Shares pledged to an Affiliate of Citi) in
accordance with Darhold Limited financing arrangements.
Application for admission to listing and trading
Application will be made to the FSA for admission of the Placing Shares to the
Official List and to the London Stock Exchange for admission to trading of the
Placing Shares on the London Stock Exchange's main market for listed securities
(together "Admission"). It is expected that Admission will take place at 8.00
a.m. on 22 January 2008 and that dealings in the Placing Shares on the London
Stock Exchange's main market for listed securities will commence at that time.
Bookbuilding
The Managers will today commence the Bookbuilding to determine demand for
participation in the Placing by Placees. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
The Managers and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding as they may, in their sole discretion,
determine.
Principal terms of the Bookbuilding and Placing
1. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Managers. Each of the
Managers is entitled to enter bids in the Bookbuilding.
2. The Bookbuilding will establish a single price (the "Placing Price")
payable to the Managers by all Placees whose bids are successful. The Placing
Price will be agreed between the Managers and the Company following completion
of the Bookbuilding and any discount to the market price of the Ordinary Shares
will be determined in accordance with the Listing Rules and IPC guidelines. The
Placing Price will be announced (the "Pricing Announcement") on a Regulatory
Information Service following the completion of the Bookbuilding.
3. To bid in the Bookbuilding, Placees should communicate their bid by
telephone to their usual sales contact at Merrill Lynch or Citi. Each bid should
state the number of Placing Shares which a prospective Placee wishes to acquire
at either the Placing Price which is ultimately established by the Company and
the Managers or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Managers on the basis referred to in paragraph 8 below. Each
of Merrill Lynch and Citi is arranging the Placing severally, and not jointly or
jointly and severally, as agent for and on behalf of the Company.
4. The timing of the closing of the Bookbuilding is at the discretion of the
Managers and the Company. The Managers may, in agreement with the Company,
accept bids that are received after the Bookbuilding has closed.
5. If you choose to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares you will be deemed to have read and
understood this announcement in its entirety (including this Appendix) and to be
making such offer on the terms and conditions contained herein and to be
providing the representations and acknowledgements contained in this Appendix.
6. Allocations will be confirmed orally by the Managers as soon as
practicable following the close of the Bookbuilding. The relevant Manager's oral
confirmation of an allocation will give rise to a legally binding commitment by
the Placee concerned, in favour of the relevant Manager and the Company, under
which it agrees to acquire the number of Placing Shares allocated to it on the
terms and subject to the conditions set out in this Appendix and the Company's
Memorandum and Articles of Association.
7. The Company will make the Pricing Announcement following the close of the
Bookbuilding detailing the number of Placing Shares to be issued and the price
at which such Placing Shares have been placed.
8. Subject to paragraphs 6 and 7 above, the Managers may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
their discretion (in agreement with the Company) and may scale down any bids for
this purpose on such basis as they may determine. They may also,
notwithstanding paragraphs 6 and 7 above, subject to the prior consent of the
Company (a) allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time and (b) allocate Placing Shares
after the Bookbuilding has closed to any person submitting a bid after that
time. Placees should note that Darhold Limited has agreed to acquire
approximately 30.8 per cent of the Placing Shares (being up to approximately
5.23 million Placing Shares) at the Placing Price, that the Darwazah family
intends to acquire approximately 1.7 per cent of the Placing Shares (being up to
295,223 Placing Shares at the Placing Price) and that the Managers will allocate
those numbers of Placing Shares to them.
9. Allocations will be confirmed in writing by the Managers by no later than
11.59 p.m. (London time) on 17 January 2008.
10. A bid in the Bookbuilding will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on behalf
of which it is made and except with the relevant Manager's consent will not be
capable of variation or revocation after the time at which it is submitted. Each
Placee will have an immediate, separate, irrevocable and binding obligation,
owed to the relevant Manager and the Company, to pay to it (or as it may direct)
in sterling in cleared funds an amount equal to the product of the Placing Price
and the amount of Placing Shares such Placee has agreed to acquire. Each
Placee's obligations will be owed to the Company and to the relevant Manager.
11. Except as required by law or regulation, no press release or other
announcement will be made by the Managers or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding and the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to below under "
Termination of the Placing".
14. By participating in the Bookbuilding each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
15. To the fullest extent permissible by law, none of the Managers nor any of
its Affiliates shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of the
Managers nor any of their Affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the Managers'
conduct of the Bookbuilding or of such alternative method of effecting the
Placing as the Managers and the Company may agree.
Registration and Settlement
Merrill Lynch is acting as settlement agent to the Placing. The Company has
undertaken that it will, prior to 9.00 a.m. (London time) on the day of
Admission and subject only to Admission, allot the Placing Shares to the CREST
account of Merrill Lynch (on behalf of itself and the other Manager) as nominee
for the Placees (or, if applicable, the relevant Manager), pending transfer of
legal title on the terms that upon such allotment becoming unconditional, the
Placing Shares shall be credited as fully paid and shall rank pari passu in all
respects with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such Ordinary Shares after the date of issue and allotment of the Placing
Shares.
If Placees are allocated any Placing Shares in the Placing, they will be sent a
contract note or electronic confirmation which will confirm the number of
Placing Shares allocated to them, the Placing Price and the aggregate amount
owed by them to the relevant Manager. Each Placee will be deemed to agree that
it will do all things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with the relevant Manager.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on a T + 3
basis unless otherwise notified by the Managers and is expected to occur on 22
January 2008. Settlement will be on a delivery versus payment basis. However,
in the event of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the Company and
the Managers may agree that the Placing Shares should be issued in certificated
form. The Managers reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory requirements
in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in
accordance with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 2 percentage points above prevailing
LIBOR.
If Placees do not comply with their obligations, the relevant Manager may sell
their Placing Shares on their behalf and retain from the proceeds, for its own
account and benefit, an amount equal to the Placing Price of each Placing Share
sold plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is copied
and delivered immediately to the relevant person within that organisation.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.
The obligations of the Managers under the Placing Agreement are, and the Placing
is, conditional on, inter alia:
(a) Admission occurring by not later than 8:00 am (London time) on 22 January
2008 (or such later time and/or date as Merrill Lynch (on behalf of itself and
the other Manager) and the Company may agree);
(b) the representations, warranties and undertakings given by the Company in
the Placing Agreement being true and accurate and not misleading on and as of
the date of the Placing Agreement, the date of execution of the Term Sheet and
at Admission;
(c) the compliance by the Company with all its obligations, and the
satisfaction by the Company of all of the conditions which are to be satisfied
by it, under the Placing Agreement or under the terms and conditions of the
Placing, which are required to be performed or satisfied on or prior to
Admission; and
(d) the execution and delivery of the Term Sheet by the Company and the
Managers (in accordance with the terms of the Placing Agreement) by no later
than 11:59 pm (London time) on 17 January 2008 (or such later time and/or date
as Merrill Lynch (on behalf of itself and the other Manager) and the Company may
agree).
If the conditions in the Placing Agreement are not satisfied or waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Merrill Lynch (on behalf of the
Mangers) may agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the Bookbuilding, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Merrill Lynch (on behalf of itself and the other Manager) may waive compliance
by the Company, or extend the time and/or date for fulfilment 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 certain conditions including
the condition relating to Admission referred to in paragraph (a) above may not
be waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
None of the Managers nor any of their Affiliates 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 any of them 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 any of them may make as to
the satisfaction of any condition or in respect of the Placing generally.
Termination of the Placing
Merrill Lynch (on behalf of itself and the other Manager) may, at its absolute
discretion, by notice in writing to the Company, terminate the Placing Agreement
at any time up to and including Admission if:
(a) in the opinion of Merrill Lynch (on behalf of itself and the other
Manager), acting in good faith, there has been any material adverse change
(whether or not foreseeable at the date of the Placing Agreement) in, or any
development reasonably likely to involve a prospective material adverse change
in or affecting, the condition (financial, operational, legal or otherwise), or
in the earnings, management, business affairs or business prospects of the
Group, whether or not arising in the ordinary course of business, since the date
of the Placing Agreement; or
(b) in the opinion of Merrill Lynch (on behalf of itself and the other
Manager), acting in good faith, there has been a breach by the Company of any of
the representations, warranties or undertakings respectively contained in or
given pursuant to the Placing Agreement or any other provision of the Placing
Agreement; or
(c) the Managers shall become aware that any of the representations, warranties
or undertakings given by the Company under the Placing Agreement is, or if
repeated at any time up to and including Admission (by reference to the facts
and circumstances then existing) would be, untrue, inaccurate, incorrect or
misleading; or
(d) there shall have occurred, in the opinion of Merrill Lynch (on behalf of
itself and the other Manager), acting in good faith, since the date of the
Placing Agreement:
(i) any material adverse change in the financial markets in the United
States, the United Kingdom, the United Arab Emirates or the international
financial markets, any outbreak of hostilities or escalation thereof, any act of
terrorism, war or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, or currency exchange rates;
(ii) trading in any securities of the Company has been suspended or
limited by the London Stock Exchange or the Dubai International Financial
Exchange ("DIFX") on any exchange or over-the-counter market, or if trading
generally on the American Stock Exchange, the New York Stock Exchange, the
NASDAQ National Market, the London Stock Exchange or the DIFX has been suspended
or limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the US Securities and Exchange Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority, or
a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or in Europe; or
(iii) a banking moratorium has been declared by United States, United
Kingdom or New York authorities; or
(iv) the application of the Company for Admission is withdrawn or refused
by the FSA or the London Stock Exchange;
in each case the effect of which (either singly or together with any other event
referred to in (d) above), in the judgement of Merrill Lynch, acting in good
faith, on behalf of the Managers, is (i) such as would be likely to prejudice
materially the success of the offering and distribution of the Placing Shares,
or (ii) is otherwise material in the context of the Placing,
If the Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this
announcement (including this Appendix) shall cease and terminate at such time
and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Managers that the exercise by the Company or Merrill Lynch (on behalf of itself
and the other Manager) of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or the Managers (as the case may be) and that neither the Company
nor the Managers need make any reference to such Placee and that neither the
Company, the Managers nor any of their respective Affiliates shall have any
liability to such Placee (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not be
capable of rescission or termination by it after the time its bid is submitted
to the relevant Manager.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges and agrees
that:
1. it has read this announcement (including this Appendix) in its entirety
and that its purchase of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it has not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering document
has been prepared in connection with the Placing;
3. if the Placing Shares were offered to it in the United States, it
represents and warrants that in making its investment decision, (i) it has
consulted its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States federal, state and
local income tax laws and foreign tax laws generally and the US Employee
Retirement Income Security Act of 1974, the US Investment Company Act of 1940
and the Securities Act, (ii) it has received all information (including the
business, financial condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares, as well as the opportunity
to ask questions) concerning the Company, the Placing and the Placing Shares
that it believes is necessary or appropriate in order to make an investment
decision in respect of the Company and the Placing Shares and (iii) it is aware
and understands that an investment in the Placing Shares involves a considerable
degree of risk and no US federal or state or non-US agency has made any finding
or determination as to the fairness for investment or any recommendation or
endorsement of the Placing Shares;
4. it acknowledges (i) that the Ordinary Shares of the Company are listed on
the London Stock Exchange and that global depositary receipts representing the
Ordinary Shares of the Company are listed on the DIFX (together with the London
Stock Exchange, the "Exchanges"), (ii) that the Company is therefore required to
publish certain business and financial information in accordance with the rules
and practices of the Exchanges (the "Exchange Information") which includes a
description of the Company's business and the Company's financial information,
including balance sheets and income statements, and (iii) that it is able to
obtain or access the Exchange Information, which constitutes Publicly Available
Information, and (iv) that it has access to the publicly available information
about APM, which constitutes Publicly Available Information.
5. (i) it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on Publicly Available Information, (ii) neither
of the Managers, their respective Affiliates or the Company has made any
representation to it, express or implied, with respect to the Company, the
Placing or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, (iii) it may not rely, and has not relied, on
any investigation that any of the Managers, or any person acting on its or their
behalf may have conducted with respect to the Placing Shares or the Company, and
(iv) it has made its own investigation of the business, financial and other
position of the Company and the terms of the Placing, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing;
6. the content of this announcement is exclusively the responsibility of the
Company and that neither of the Managers nor any person acting on their behalf
is responsible for or has or shall have any liability for any information or
representation relating to the Company or APM or the acquisition of APM
contained in this announcement or the Publicly Available Information nor will be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
announcement, the Publicly Available Information or otherwise. Nothing in this
Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
7. it is not, and at the time the Placing Shares are acquired will not be, a
resident of Canada, Australia or Japan, and each of it and the beneficial owner
of the Placing Shares is, and at the time the Placing Shares are acquired will
be, (i) not in the United States or (ii) a QIB, or (iii) acquiring the Placing
Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Placing Shares, is able to bear the economic risk
of an investment in the Placing Shares, is able to sustain a complete loss of
the investment in the Placing Shares and has no need for liquidity with respect
to its investment in the Placing Shares and represents and, in the case of (ii)
above, warrants that it is acquiring the Placing Shares for its own account or
for one or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, for investment purposes and not with a
view to any distribution or for resale in connection with, the distribution
thereof in whole or in part, in the United States;
8. the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared in respect of any of the Placing Shares under the
securities laws of the United States, Canada, Australia or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Canada,
Australia or Japan;
9. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing under the
laws of all relevant jurisdictions;
(ii) has fully observed such laws;
(iii) has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
(iv) has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix) under those laws or otherwise and complied with all necessary
formalities;
10. the Placing Shares have not and will not be registered under the
Securities Act, or under the securities laws of any state of the United States,
and are being offered and sold on behalf of the Company in offshore transactions
(as defined in Regulation S under the Securities Act) and to QIBs in reliance
upon Rule 144A or another exemption from the registration requirements under the
Securities Act;
11. the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act;
12. so long as the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, it will not deposit the
Placing Shares into any depositary receipt facility maintained by any depositary
bank in respect of the Company's Ordinary Shares;
13. it will not reoffer, sell, pledge or otherwise transfer the Placing Shares
except (i) in an offshore transaction in accordance with Regulation S under the
Securities Act; (ii) in the United States to QIBs that are not ERISA Entities
pursuant to Rule 144A under the Securities Act; (iii) pursuant to Rule 144 under
the Securities Act (if available) or (iv) pursuant to an effective registration
statement under the Securities Act and that, in each such case, such offer,
sale, pledge, or transfer will be made in accordance with any applicable
securities laws of any state of the United States, and it agrees to notify any
transferee to whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on transfer;
14. if it is acquiring Placing Shares for the account of one or more QIBs, it
has full power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
15. it acknowledges that where it is acquiring the Placing Shares for one or
more managed accounts, it represents and warrants that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account;
16. if it is a pension fund or investment company, its acquisition of Placing
Shares is in full compliance with applicable laws and regulations;
17. no representation has been made as to the availability of Rule 144 under
the Securities Act or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
18. participation in the Placing is on the basis that it is not and will not
be a client of either of the Managers and that the Managers have no duties or
responsibilities to a Placee for providing protections afforded to their
respective clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement;
19. it will make payment to the Managers in accordance with the terms and
conditions of this announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be placed with
others (or the Managers) on such terms as the Managers determine;
20. the person who it specifies 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. The Managers and the Company will not be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock account of
Merrill Lynch who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
21. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give rise
to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating in
the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
22. it and any person acting on its behalf falls within Article 19(5) and/or
49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
23. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the FSMA;
24. it is a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive;
25. it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
26. it has complied and it will comply with all applicable provisions of the
FSMA with respect to anything done by it or on its behalf in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
27. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA prior to Admission except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of investments
(as principal or agent) for the purpose of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in any member state of the EEA within the meaning of the Prospectus
Directive (which means Directive 2003/71/EC and includes any relevant
implementing measure in any member state);
28. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, 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;
29. the Company, the Managers and others will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements;
30. the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and
31. this Appendix and all documents into which this Appendix is incorporated
by reference or otherwise validly forms a part will be governed by and construed
in accordance with English law. All agreements to subscribe for and acquire
Placing Shares pursuant to the Bookbuilding and/or the Placing will be governed
by English law and the English courts shall have exclusive jurisdiction in
relation thereto except that proceedings may be taken by the Company or the
Managers 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company and the Managers
harmless from and against 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 Bookbuilding and / or the
Placing.
Please also note that the agreement to allot and issue Placing Shares to Placees
(or the persons for whom Placees are contracting as agent) free of stamp duty
and stamp duty reserve tax in the United Kingdom relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, 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 were any such arrangements, or the settlement related to other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Managers would be responsible. If
this is the case, it would be sensible for Placees to take their own advice and
they should notify the relevant Manager accordingly. In addition, Placees should
note that they 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 United Kingdom 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.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to each of the Managers for themselves and on behalf of
the Company and are irrevocable.
The Managers are acting exclusively for the Company and no-one else in relation
to the Bookbuilding and the Placing and will not be responsible to any person
(including Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice in relation to the
Bookbuilding or the Placing or in relation to the contents of this announcement
or any other transaction, arrangement or matter referred to herein.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither of the Managers owes any fiduciary or other duties to any Placee in
respect of any representations, warranties or undertakings in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each of the Managers may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
either of the Managers, any money held in an account with either Manager 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 relevant rules and
regulations of the FSA which therefore will not require the Managers to
segregate such money, as that money will be held by it under a banking
relationship and not as trustee.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
All times and dates in this announcement may be subject to amendment. The
relevant Manager will notify Placees and any persons acting on behalf of the
Placees of any changes.
DEFINITIONS
In this announcement:
"Admission" means the admission of the Placing Shares to the Official List in
accordance with the Listing Rules and the admission to trading of the Placing
Shares on the London Stock Exchange's main market for listed securities;
"Affiliate" means any holding company, subsidiary, branch or associated
undertaking (including, without limitation, joint venture partners) of a Manager
from time to time or any subsidiary, branch or associated undertaking
(including, without limitation, joint venture partners) of any such holding
company from time to time;
"Board" means the Board of Directors of the Company or a duly authorised
committee thereof;
"Bookbuilding" means the Bookbuilding procedure to be carried out by the
Managers in connection with the Placing;
"FSA" means the Financial Services Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings and associates;
"Hikma" or the "Company" means Hikma Pharmaceuticals PLC;
"LIBOR" means The London Interbank Offered Rate;
"Listing Rules" means the listing rules produced by the FSA under Part VI of the
FSMA and forming part of the FSA's Handbook of rules and guidance, as from time
to time amended;
"London Stock Exchange" means London Stock Exchange plc;
"Managers" means Merrill Lynch International and Citigroup Global Markets U.K.
Equity Limited;
"Official List" means the list maintained by the FSA in accordance with section
74(1) of the FSMA for the purposes of Part VI of the FSMA;
"Ordinary Shares" means ordinary shares of 10 pence each in the capital of the
Company;
"Placees" means persons (including individuals, funds or others) on whose behalf
a commitment to acquire Placing Shares has been given and Placee means any one
of them;
"Placing" means the placing of the Placing Shares by the Managers with
institutional and other investors on behalf of the Company;
"Placing Agreement" means the agreement dated 17 January 2008 between the
Company and the Managers in connection with the Placing;
"Placing Price" means the price per Ordinary Share at which, subject to the due
execution and delivery by the Company and the Managers of the Term Sheet, each
of the Managers will agree to procure Placees for the Placing Shares pursuant to
the Placing Agreement and the Term Sheet;
"Placing Shares" means the Ordinary Shares which are to be issued pursuant to
the Placing;
"Regulatory Information Service" means any of the regulatory information
services included within the list maintained on the London Stock Exchange's
website;
"Securities Act" means the US Securities Act of 1933, as amended;
"Term Sheet" means a term sheet to be executed by the Company and the Managers
setting out, inter alia, the Placing Price and the number of Placing Shares,
subject to the decision to do so following completion of the Bookbuilding;
"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;
and
"United States" or "US" means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.
--------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEQDLBFVFBEBBL
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