RNS Number:9320V
Nufcor Uranium Limited
02 May 2007
This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia,
Japan or any jurisdiction in which the same would be unlawful. This
announcement is not an offer of securities in the United States, Canada, South
Africa, Australia, Japan or any jurisdiction in which the same would be
unlawful.
Embargoed until 7.00 a.m. 2 May 2007
NUFCOR URANIUM LIMITED
PROPOSED ACQUISITION OF UP TO 200,000 KGS OF
URANIUM AS NATURAL URANIUM HEXAFLUORIDE
CASH PLACING TO RAISE UP TO #35 MILLION
Nufcor Uranium Limited ("NUL") today announces the placing to institutional
investors of up to 8.25 million new ordinary shares of US$0.01 each in the
capital of NUL (the "Placing Shares") to raise up to approximately #35 million
gross approximately #33.9 million net of expenses including placing commissions,
legal fees and payments to Nufcor International Limited ("NIL") and to the
Directors) (the "Placing").
NUL intends to use the proceeds of the Placing primarily to finance the
acquisition (the "Acquisition") of up to 200,000 kgs of uranium as natural
uranium hexafluoride ("UF6") from a major international counterparty. NUL has
agreed to pay the supplier a small premium to the current spot price for UF6.
Delivery of the UF6 is expected to occur by way of book transfer between 15 May
and 15 July 2007. Payment is to be made on the date of delivery of the UF6.
The Acquisition is conditional on NUL raising sufficient funds to cover the
purchase price of the UF6 and on negotiation of a contract relating to the
Acquisition on terms acceptable to both NUL and the supplier.
The Placing, which is being arranged by Deutsche Bank AG, London Branch
("Deutsche Bank"), will be the subject of an accelerated bookbuild.
The books will open with immediate effect. The books are expected to close no
later than 4.00 pm today, and pricing and allocations are expected to be
announced by 5.00 pm. The timing of the closing of the book, pricing and
allocations may be accelerated at the absolute discretion of Deutsche Bank.
The placing price (the "Placing Price") in respect of the Placing Shares will
be determined by Deutsche Bank at the end of the bookbuild process.
Details of the Placing Price and the number of Placing Shares will be announced
by NUL as soon as practicable after the close of the bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing ordinary shares of US$0.01 each in
the capital of NUL (the "Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares. Application
will be made for the Placing Shares to be admitted to trading by the London
Stock Exchange plc on its AIM market ("Admission").
Settlement for Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on a "T+3" basis, on 8 May 2007.
Attention is drawn to the detailed terms and conditions of the Placing set out
in the Appendix to this Announcement.
Following NUL's recent decision to invest in UF6, NUL has also today agreed with
Nufcor Capital Limited ("NCL") and NIL certain amendments to the terms of the
advisory services agreement entered into between NUL, NCL and NIL on 18 July
2006 and the custody agreement entered into between NUL and NCL on 18 July 2006.
These agreements have now been amended to also apply to the provision of
advisory and custodial services in relation to UF6. The advisory services
agreement has also been amended to set out the terms on which NUL may request
NCL and/or NIL to provide it with other services. Any such other services will
only be provided if NCL and/or NIL, as the case may be, agree to do so.
ENQUIRIES:
Nufcor Uranium Limited
Michael Travis +44 772 054 7834
(Chairman)
Nufcor International Limited
Gary Stoker +44 207 939 1830
Deutsche Bank AG, London Branch
Phil Cowdy +44 207 545 8000
Rupert Green
Smithfield
Rupert Trefgarne +44 207 360 4900
This Announcement is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction. Past performance is no
guide to future performance. Persons needing advice should consult an
independent financial adviser.
This Announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia,
Japan or any jurisdiction in which the same would be unlawful. The Placing
Shares have not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act") or under the laws of any state of
the United States. This Announcement does not constitute an offer to sell or
issue, or the solicitation of an offer to buy or subscribe for, securities in
the United States, Canada, South Africa, Australia or Japan or any jurisdiction
in which such offer or solicitation is unlawful and should not be relied upon in
connection with any decision to acquire Placing Shares or other securities in
the capital of NUL. There will be no public offer of Placing Shares in the
United Kingdom or elsewhere.
The distribution of this Announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by NUL or Deutsche Bank that would permit an offering of the Placing
Shares or possession or distribution of this Announcement or any other offering
or publicity material relating to the Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by NUL and Deutsche Bank to inform themselves
about, and to observe, any such restrictions.
This Announcement is only addressed to and directed at persons in member states
of the European Economic Area ("EEA") who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(1)(e) of the EU Prospectus
Directive (Directive 2003/71/EC) (the "Prospectus Directive"). Any person in
the EEA who acquires any securities in the Placing or to whom any offer of
securities is made will be deemed to have acknowledged and agreed that they are
such a Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial
intermediary will also be deemed to have represented and warranted that the
securities acquired by it in the Placing have not been acquired on a non-
discretionary basis on behalf of, nor have they have been acquired with a view
to their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a member
state of the EEA which has implemented the Prospectus Directive to Qualified
Investors or in circumstances in which the prior consent of Deutsche Bank has
been given to each such proposed offer or resale.
NUL and Deutsche Bank and its affiliates, will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements.
Certain statements in this Announcement are forward-looking statements. Such
statements speak only as at the date of this Announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. The
information contained in this Announcement is subject to change without notice
and neither NUL nor Deutsche Bank nor any other person assumes any
responsibility or obligation to update publicly or review any of the forward-
looking statements contained herein.
This Announcement has been issued by and is the sole responsibility of NUL.
Deutsche Bank and its affiliates and agents shall have no liability for any
information contained in this Announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business. Deutsche Bank
is acting exclusively for NUL and no one else in connection with the Placing
and will not be responsible to anyone other than NUL for providing the
protections afforded to its clients nor for providing advice in relation to the
Placing or in relation to the contents of this Announcement or for any other
transaction, arrangement or matters referred to in this Announcement.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND 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 PERSONS
WHO: (A) FALL WITHIN 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; AND (B) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO PARTICIPATE
IN THE PLACING BY DEUTSCHE BANK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND 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.
PERSONS DISTRIBUTING THE ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 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
ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN NUL. THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS
OF ANY APPLICABLE STATE.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.
If a Placee indicates to Deutsche Bank that it wishes to participate in the
Placing by making an oral offer to acquire Placing Shares it will be deemed to
have read and understood this Appendix and the Announcement of which it forms
part in their entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties, agreements and
acknowledgements, contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that it is a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any Placing Shares
that are allocated to it for the purposes of its business only. Further, each
such Placee represents, warrants and agrees that (a) if it is a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
that the Placing Shares subscribed for and/or purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an offer
or resale in a member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior
consent of Deutsche Bank has been given to each such proposed offer or resale;
and (b) it is outside the United States and is subscribing for the Placing
Shares for its own account or is purchasing the Placing Shares for an account
with respect to which it exercises sole investment discretion and that it (and
any such account) is outside the United States, within the meaning of
Regulation S under the Securities Act.
This Appendix and the Announcement of which it forms part do not constitute an
offer to sell or issue or the invitation or solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without limitation,
the United Kingdom, the United States, Canada, South Africa, Australia or Japan.
This Announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Canada, South Africa, Australia or Japan or any jurisdiction in which
the same is unlawful.
In particular, the Placing Shares referred to in this Announcement have not been
and will not be registered under the Securities Act and may not be offered,
sold or transferred within the United States except pursuant to an exemption
from, or as part of a transaction not subject to, the registration requirements
of the Securities Act. The Placing Shares are being offered and sold outside
the United States in accordance with Regulation S under the Securities Act.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the United States
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
The distribution of this Announcement and the placing of Placing Shares in
certain other jurisdictions may be restricted by law. No action has been taken
by Deutsche Bank or NUL 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 the Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by Deutsche Bank and NUL to inform themselves
about and to observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
Deutsche Bank has been appointed sole bookrunner to the Placing. Deutsche Bank
has entered into a placing agreement (the "Placing Agreement") with NUL, NCL
and NIL whereby it has, on the terms and subject to the conditions set out
therein, undertaken to use all reasonable endeavours as agent of NUL to procure
Placees to subscribe for the Placing Shares.
Subject to and conditional upon, among other things, the publication of the
placing results announcement (the "Results Announcement") in accordance with the
Placing Agreement and the signing of a term sheet by Deutsche Bank and NUL
recording the final Placing Price and the final number of Placing Shares (the
"Term Sheet"), Deutsche Bank has agreed in the Placing Agreement to use
reasonable endeavours to procure Placees for, or failing which to acquire
itself, the Placing Shares at the Placing Price. Deutsche Bank and NUL are not
obliged to sign the Term Sheet. The Placing Shares will, when issued, be
credited as fully paid and will rank equally 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 such Ordinary Shares after
the date of issue of the Placing Shares. In this Appendix, unless the context
otherwise requires, "Placee" means a Relevant Person (including individuals,
funds or others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Application for admission to trading
Application will be made for the Placing Shares to be admitted to trading by the
London Stock Exchange plc on its AIM market ("Admission"). It is expected that
Admission will take place and that dealings in the Placing Shares will commence
no later than 8 May 2007.
Bookbuilding
Commencing today, Deutsche Bank will be conducting an accelerated bookbuilding
process (the "Bookbuilding") to determine demand for participation in the
Placing. Deutsche Bank will seek to procure Placees as part of this
Bookbuilding. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Bookbuilding and the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Principal terms of the Bookbuilding
By participating in the Bookbuilding and the Placing, Placees will be deemed to
have read and understood this Announcement and this Appendix in their entirety
and to be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
Deutsche Bank is arranging the Placing as agent of NUL. Deutsche Bank is
entitled to enter bids as principal in the Bookbuilding.
A person eligible to participate in the Placing should communicate its bid by
telephone to its usual sales contact at Deutsche Bank. Any bid should state
the number of Placing Shares for which the person wishes to subscribe or the
total monetary amount which it is offering to subscribe for Placing Shares.
Deutsche Bank reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at Deutsche Bank's
absolute discretion.
The Bookbuilding will establish a single price (the "Placing Price"). The
Bookbuilding is expected to close no later than 4.00 p.m. on 2 May 2007. The
timing of the closing of the books, pricing and allocations is at the discretion
of Deutsche Bank and NUL.
If successful, each Placee's allocation will be confirmed to it orally by
Deutsche Bank following the close of the Bookbuilding, and a conditional
contract note will be dispatched as soon as possible thereafter. Oral
confirmation from Deutsche Bank to such Placee, following completion of the
Bookbuilding, will constitute a legally binding commitment upon such Placee to
subscribe for the number of Placing Shares allocated to it on the terms and
conditions set out in this Appendix and in accordance with NUL's Memorandum and
Articles of Association. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Deutsche Bank to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to acquire.
NUL will make the Results Announcement as soon as practicable after the close of
the Bookbuilding.
A bid in the Bookbuilding will be made on the terms and conditions in this
Appendix and will be legally binding on the Placee by which, or on behalf of
which, it is made and will not be capable of variation or revocation after the
close of the Bookbuilding. All obligations under the Placing will be subject to
the fulfilment of the conditions referred to below under "Conditions of the
Placing".
Conditions of the Placing
The Placing is conditional on the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms. Deutsche Bank's
obligations under the Placing Agreement are conditional on, among other things:
(a) the publication of the Results Announcement through a Regulatory
Information Service by not later than 5.00 p.m. on 2 May 2007 (or such later
time and/or date as NUL and Deutsche Bank may agree);
(b) the execution of the Term Sheet by NUL and Deutsche Bank;
(c) none of the representations and warranties contained in the Placing
Agreement being untrue, inaccurate, incorrect or misleading in any respect
which is material in the context of the Placing at all times up to and including
Admission;
(d) NUL having complied with its obligations under the Placing Agreement
to the extent the same fall to be performed prior to Admission, save to the
extent that any non-compliance is not material in the context of the Placing,
the Acquisition or Admission;
(e) NUL serving written notice electing to purchase the UF6 which is the
subject of the Acquisition;; and
(f) Admission occurring not later than 8.00 a.m. on 8 May 2007 (or such
later time and/or date as NUL and Deutsche Bank may agree).
If the conditions in the Placing Agreement, including those described above, are
not fulfilled or (where applicable) waived by Deutsche Bank in accordance with
the Placing Agreement within the relevant time period or such later time and/or
date as Deutsche Bank may agree, the Placing will lapse and a Placee's rights
and obligations hereunder shall cease and determine at such time and no claim
can be made by or on behalf of any Placee in respect thereof.
By participating in the Bookbuilding and Placing, each Placee agrees that its
rights hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will terminate
only in the circumstances described above and will not be capable of rescission
or termination by it after oral confirmation by Deutsche Bank following the
close of the Bookbuilding. Deutsche Bank may in its absolute discretion and
upon such terms as it thinks fit waive fulfilment of certain of the conditions
(in whole or part) in the Placing Agreement. Deutsche Bank reserves the right
to waive or to extend the time and/or date for fulfilment of the relevant
conditions of the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix. Neither Deutsche Bank
nor NUL 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 fulfilment of any condition in the Placing Agreement.
By participating in the Placing each Placee agrees that the exercise by NUL or
Deutsche Bank of any right or other discretion under the Placing Agreement
shall be within the absolute discretion of NUL and Deutsche Bank (as the case
may be) and that neither NUL nor Deutsche Bank need make any reference to such
Placee and that neither NUL nor Deutsche Bank 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.
Right to terminate under the Placing Agreement
Deutsche Bank may at any time before Admission terminate the Placing Agreement
if:
(a) any statement contained in this Announcement or the Results
Announcement is or becomes untrue or incorrect in any respect or misleading in
any respect;
(b) matters arise which would, if this Announcement or the Results
Announcement were issued at that time, constitute a material omission
therefrom;
(c) one or more of the warranties contained in the Placing Agreement was
untrue, inaccurate or misleading in any material respect when given or, by
reason of any event occurring or circumstance arising after the date of the
Placing Agreement, any one or more of the warranties contained in the Placing
Agreement would cease to be true and accurate in any material respect if
repeated at that time;
(d) NUL or any other party to the Placing Agreement (other than Deutsche
Bank) fails to comply with any of its obligations under the Placing Agreement
or otherwise relating to the Placing which is material in the context of the
Placing and/or the Acquisition and/or Admission;
(e) at any time prior to Admission there shall occur, develop or come
into effect (i) any fundamental change in national or international, financial,
economic or political conditions and/or any disaster which, in the sole opinion
of Deutsche Bank, materially and adversely affects the financial position and/or
prospects of NUL and/or may affect the proposed business activities of NUL or
(ii) any materially adverse change in market conditions which in the sole
opinion of Deutsche Bank, having consulted with NUL and NCL if practicable under
the circumstances, has a significant adverse effect on the business of NUL
and/or the success of the Placing and or on the Acquisition or otherwise makes
it inadvisable to proceed with the Placing and or the Acquisition; or
(f) Deutsche Bank determines, at its sole discretion, that market
conditions are not appropriate for proceeding with the Placing.
By participating in the Placing, each Placee agrees with Deutsche Bank that the
exercise by Deutsche Bank of this right of termination shall be within its
absolute discretion and that it need make no reference to any Placee and shall
have no liability to any Placee whatsoever in connection with any such
exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved
by the FSA in relation to the Placing Shares and the Placees' commitments will
be made solely on the basis of the information contained in this Announcement,
the Results Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of NUL prior to the date of this
Announcement ("Publicly Available Information"). Each Placee, by accepting a
participation in the Placing, agrees that the contents of this Announcement, the
Results Announcement and any Publicly Available Information are exclusively the
responsibility of NUL, confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
Deutsche Bank or NUL or any other person, and that neither Deutsche Bank nor
NUL nor any other person will be liable for any Placee's decision to
participate in the Placing based on any such 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 NUL in
accepting a participation in the Placing and with respect to the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Deutsche Bank
and NUL reserve the right to require settlement for and delivery of the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a
conditional contract note confirming the contract concluded upon acceptance of
such Placee's earlier oral offer and also confirming the number of Placing
Shares allocated to it, the Placing Price and the aggregate amount owed by such
Placee to Deutsche Bank. Settlement will be on a T+3 basis and settlement is
therefore expected to take place on 8 May 2007. Interest is chargeable daily on
payments to the extent that value is received after the due date from Placees at
the rate of 5 percentage points above prevailing LIBOR. Each Placee is deemed
to agree that if it does not comply with these obligations, Deutsche Bank may
sell any or all of the Placing Shares allocated to it on its behalf and retain
from the proceeds, for its own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due.
By communicating a bid for Placing Shares, each Placee confers on Deutsche Bank
all such authorities and powers necessary to carry out any such sale and agrees
to ratify and confirm all actions which Deutsche Bank lawfully takes in
pursuance of such sale.
The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise upon
any transaction in the Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the conditional contract note is copied and
delivered immediately to the relevant person within that organisation. Placees
will not be entitled to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing, each prospective Placee (and any person acting
on such Placee's behalf):
1. represents and warrants that it has read this Announcement (including
this Appendix) in its entirety and undertakes not to redistribute or duplicate
it;
2. represents and warrants that the only information upon which it has
relied in committing itself to subscribe for the Placing Shares is that
contained in this Announcement (including this Appendix), the Results
Announcement and the Publicly Available Information, for which Deutsche Bank
does not accept any responsibility, such information being all that it deems
necessary to make an investment decision, and confirms that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of NUL or Deutsche Bank and acknowledges that
neither Deutsche Bank nor NUL will be liable for any Placee's decision to commit
itself to subscribe for Placing Shares based on any other information,
representation, warranty or statement. Each Placee further represents and
warrants that it has relied exclusively on its own investigation of the
business, financial or other position of NUL in deciding to subscribe for
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation;
3. represents and warrants that it has the power and authority to carry
on the activities in which it is engaged, to subscribe for the Placing Shares
and to execute and deliver all documents necessary for such subscription;
4. represents and warrants that if it has received any confidential
price sensitive information about NUL in advance of the Placing, it has not (i)
dealt in the securities of NUL, (ii) encouraged or required another person to
deal in the securities of NUL, or (iii) disclosed such information to any
person, prior to the information being made generally available;
5. represents and warrants that it is not a resident of, or located in,
the United States and is purchasing the Placing Shares in an "offshore
transaction" in accordance with Regulation S under the Securities Act, and it
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the Placing
Shares, and it and any accounts for which it is subscribing Placing Shares (a)
are each able to bear the economic risk of its or their investment in the
Placing Shares, (b) will not look to NUL or to Deutsche Bank for all or part of
any such loss or losses it or they may suffer, (c) are able to sustain a
complete loss on its or their investment in the Placing Shares, (d) have no
need for liquidity with respect to its or their investment in the Placing
Shares and (e) have no reason to anticipate any change in its or their
circumstances, financial or otherwise, which may cause or require any sale or
distribution by it or them of all or any part of the Placing Shares;
6. acknowledges (and confirms that each beneficial owner of the Placing
Shares has been advised) that the Placing Shares have not been and will not be
registered under the Securities Act or under any applicable state securities
laws, nor approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other United States
regulatory authority;
7. represents and warrants that it is not, and at the time the Placing
Shares are subscribed and purchased will not be, subscribing on behalf of a
resident of Australia, Canada, South Africa or Japan;
8. acknowledges (and confirms that each beneficial owner of the Placing
Shares has been advised) that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada, South Africa
or Japan and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;
9. represents and warrants that it, and any person acting on its behalf,
is entitled to subscribe for and/or purchase Placing Shares under the laws of
all relevant jurisdictions which apply to it, or the person acting on its
behalf, as applicable, and that it has fully observed such laws and obtained all
such governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;
10. where it is subscribing for Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account (i) to subscribe for the Placing Shares for each managed
account, (ii) to make on its behalf the representations, warranties,
acknowledgements and agreements in this Announcement (including this Appendix),
and (iii) to execute and deliver an investment letter relating to the Placing in
the form provided to it by Deutsche Bank on behalf of each managed account.
Each Placee agrees to indemnify and hold each of NUL and Deutsche Bank and
their respective affiliates harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations and warranties in this
paragraph 10. Each Placee agrees that the provisions of this paragraph 10 shall
survive the resale of the Placing Shares by or on behalf of the managed
accounts;
11. represents and warrants that 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 liability under any of sections 67, 70,
93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)
and that it is not participating in the Placing as a 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;
12. if it is in the United Kingdom, represents and warrants that it has
complied with its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the
Money Laundering Regulations 2003 (the "Regulations") and, if it is making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;
13. represents and warrants that it and any person acting on its behalf
falls within section 86(7) of FSMA, being a qualified investor, and within
Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) and is otherwise a Relevant Person
and undertakes that it will acquire, hold, manage and dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
14. if it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the Placing
Shares subscribed for and/or purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or resale
in a member state of the EEA which has implemented the Prospectus Directive to
Qualified Investors, or in circumstances in which the prior consent of Deutsche
Bank has been given to each such proposed offer or resale;
15. represents and warrants that it has not offered or sold and, prior to
the expiry of a period of six months from the commencement of trading of the
Placing Shares, will not offer or sell any Placing Shares to persons in the
United Kingdom except to qualified investors (as defined in section 86(7) of
FSMA) or otherwise in circumstances which have not resulted and which will not
result in an offer of transferable securities to the public in the United
Kingdom within the meaning of Section 85(1) of FSMA;
16. represents and warrants that 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 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 any member state of the EEA within
the meaning of the Prospectus Directive including any relevant implementing
measures in any member state.
17. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;
18. represents and warrants that it is not acting in concert (within the
meaning given in the City Code on Takeovers and Mergers) with any other Placee
or any other person in relation to NUL;
19. 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;
20. represents and warrants that it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to commit to this
participation and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this Announcement (including this Appendix));
21. undertakes that it (and any person acting on its behalf) will pay
Deutsche Bank for the Placing Shares acquired by it in accordance with the
terms of this Announcement (including this Appendix) on the due time and date
set out herein, failing which the relevant Placing Shares may be sold to other
persons at such price as Deutsche Bank may determine and without liability to
such Placee, and that it will remain liable for any shortfall between the net
proceeds of such sale and the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this Announcement
(including this Appendix)) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
22. acknowledges that participation in the Placing is on the basis that,
for the purposes of the Placing, it is not and will not be a client of Deutsche
Bank and that Deutsche Bank does not have any duties or responsibilities to it
for providing the protections afforded to its clients nor for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or the contents
of this Announcement (including this Appendix);
23. undertakes that the person who it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Deutsche Bank nor NUL will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of the Placee
agrees to subscribe on the basis that the Placing Shares will be allotted to the
CREST stock account of Deutsche Bank who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing settlement
instructions;
24. undertakes to pay any capital duty, stamp duty or stamp duty reserve
tax and all other stamp, issue, securities, transfer, registration, documentary
or other similar duties or taxes payable or otherwise required to be paid in
respect of the allotment, issue, delivery or transfer of the Placing Shares or
any interest therein to or by it, or the acquisition or disposal of, or in
connection with any agreement to subscribe or for the allotment, issue,
delivery or transfer of, the Placing Shares or any interest therein to it or by
it pursuant to or as a result of the arrangements contemplated by the Placing
Agreement or this Appendix or in connection with the issue, execution or
delivery of the Placing Agreement or this Appendix and any interest or penalties
payable in respect thereof and to indemnify (on an after tax basis) and hold
harmless Deutsche Bank, NUL and their respective agents to the extent that
Deutsche Bank and/or NUL pay or are or become liable to pay any amount in
respect of such duties and taxes. References in this paragraph 24 to Placing
Shares include any interest in, or rights to allotment of, or rights to
subscribe for or options to subscribe, Placing Shares. Deutsche Bank shall not
be liable to pay any amount pursuant to this paragraph 24;
25. 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 Placee
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by Deutsche Bank 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;
26. agrees that Deutsche Bank, NUL and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to Deutsche Bank on its own behalf and on behalf
of NUL and are irrevocable; and
27. agrees to indemnify and hold each of NUL and Deutsche Bank harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
Stamp, registration, documentary, transfer and similar taxes or duties payable
will be the responsibility of the relevant Placee and the Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties forthwith and to indemnify on an after-tax basis and to hold harmless
NUL and Deutsche Bank in the event that any of NUL and/or Deutsche Bank has
incurred any such liability to such taxes or duties.
When a Placee or person acting on behalf of the Placee is dealing with Deutsche
Bank, any money held in an account with Deutsche Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules. As a consequence, this money
will not be segregated from Deutsche Bank's money in accordance with the client
money rules and will be used by Deutsche Bank in the course of its own business
and the Placee will rank only as a general creditor of Deutsche Bank.
All times and dates in this Announcement may be subject to amendment. Deutsche
Bank shall notify the Placees and any person acting on behalf of the Placees of
any changes.
Deutsche Bank is acting exclusively for NUL and no one else in connection with
the Placing and will not be responsible to anyone other than NUL for providing
the protections afforded to its clients nor for providing advice in relation to
the Placing or in relation to the contents of this Announcement or for any other
transaction, arrangement or matters referred to in this Announcement.
There will be no public offering in the United States. The securities referred
to herein have not been and will not be registered under the Securities Act.
This Announcement may not be distributed, directly or indirectly, in or into the
United States or any jurisdiction in which such publication or distribution is
unlawful. This Announcement does not constitute or form part of an offer to
sell or issue, or any solicitation of an offer to buy or subscribe for, any
securities referred to herein in any jurisdiction, including, without
limitation, the United States. The placing, and the distribution of this
Announcement and other information in connection with the placing in certain
jurisdictions, may be restricted by law and persons into whose possession any
document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement has been issued by and is the sole responsibility of NUL.
Deutsche Bank and its affiliates and agents shall have no liability for any
information contained in this Announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business. Deutsche Bank
is acting exclusively for NUL and no one else in connection with the Placing
and will not be responsible to anyone other than NUL for providing the
protections afforded to its clients nor for providing advice in relation to the
Placing or in relation to the contents of this Announcement or for any other
transaction, arrangement or matters referred to in this Announcement.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including inter alia the
terms "believes", "plans", "expects", "may", "will", or "should" or, in each
case, their negative or other variation or comparable terminology.
These forward-looking statements include matters that are not historical facts
and include statements regarding NUL's intentions, beliefs or current
expectations concerning, among other things, NUL's results of operations,
financial condition, liquidity, prospects, growth, strategies and the outlook
for relevant markets. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances. A
number of factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this Announcement reflect NUL's
view with respect to future events as at the date of this Announcement and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to NUL's operations, results of operations, growth
strategy and liquidity.
Save as required by relevant law or regulation, NUL undertakes no obligation
publicly to release the results of any revisions to any forward-looking
statements in this Announcement that may occur due to any change in its
expectations or to reflect events or circumstances after the date of this
Announcement. Information in this Announcement or any of the documents
relating to the Placing should not be relied upon as a guide to future
performance.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEATMFTMMAMMJR
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