RNS Number:8090I
Teesland Plc
12 September 2006
12 September 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN
Teesland plc - Acquisition of PIL Group Limited and Placing
Teesland plc ("Teesland" or "the Company") (LSE: TLD), the UK and European
property fund and asset management group, announces the acquisition of
Partnership Incorporations Limited ("PIL"), one of the leading companies in the
UK market in establishing and operating collective property investment schemes.
The total consideration for the acquisition is #2,085,000 which will be
satisfied as follows: #335,000 by the issue to the vendors of 368,943 new
ordinary shares in Teesland and #1,750,000 in cash to be financed by the placing
of new ordinary shares in Teesland. The shares issued to the vendors will be
subject to a twelve month lock-in. In addition, there is a deferred
consideration of #350,000 payable in new ordinary shares to be issued to the
vendors subject to certain performance criteria relating to the generation of
new businesses over a 24 month period. In the twelve months to 31 January 2006,
PIL made a pre tax profit of #82,000 on turnover of #1.3 million and in the
seven months ended 31 August 2006, it made a pre tax profit of #125,000 on
turnover of #1.1million.
PIL has been retained as operator or adviser on transactions totalling over #5
billion and is currently one of the largest operators of collective investment
schemes in the UK with responsibility for over #2 billion of investments. PIL's
clients include AXA REIM, Foreign & Colonial, Halladale, Jones Lang LaSalle,
Land Securities, Royal Bank of Scotland, Norwich Union and USS.
The acquisition of PIL provides Teesland with additional essential management
infrastructure that enables new funds to be launched in a controlled and
properly regulated manner in accordance with FSA regulations. It will free up
the time of existing Teesland fund managers to concentrate on client contract,
fund raising, and fund management.
The acquisition will therefore provide Teesland with a dedicated fund launch
project management team; strengthen its FSA compliance functions; improve the
speed to market of new fund launches; deliver secondary closes of existing funds
without slowing down acquisition programmes and enhance Teesland's reputation as
a Regulated Fund Management House.
Commenting on the acquisition Marcus Shepherd, Finance Director of Teesland
said: "Given our ambitious plans for significant expansion into new areas
geographically and new real estate asset classes through the introduction of a
series of new funds in the UK and Europe, this is a very important acquisition.
The team at PIL have an excellent track record and significant expertise which
will help drive the growth of Teesland".
Placing
Teesland announces a placing of new ordinary shares ('Placing Shares'), to raise
#1,750,000 before expenses.
The Placing by KBC Peel Hunt Ltd ('KBC Peel Hunt'), will be the subject of an
accelerated bookbuild. The Placing, which is not underwritten, is not
conditional on completion of the acquisition.
Application will be made for the Consideration Shares and Placing Shares to be
admitted to the Official List and to trading on the London Stock Exchange and
such admission is expected to be effective on 15 September 2006. The
Consideration Shares and Placing Shares will rank pari passu with existing
ordinary shares save that they will not be entitled to receive the final
dividend of 1.95p per share announced today and payable to shareholders on the
register on 29 September 2006.
The books will open with immediate effect. The books are expected to close
today, 12 September 2006 and pricing and allocations are expected to be
announced
by 6.00 p.m. today, 12 September 2006. The timing of the closing of the books,
pricing and allocations may be accelerated or delayed at the sole discretion of
KBC Peel Hunt (but shall not extend beyond 19 September 2006). The Placing Price
in respect of the Placing Shares (the 'Placing Price') will be determined by KBC
Peel Hunt at the close of the bookbuilding process.
Attention is drawn to the detailed terms and conditions of the Placing described
in the Appendix to this announcement.
This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.
KBC Peel Hunt, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Teesland and for no one else solely in
connection with the Placing and will not be responsible to anyone other than
Teesland for providing the protections afforded to the customers of KBC Peel
Hunt or for providing advice in relation to the Placing.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
This written announcement is not an offer of securities for sale or a
solicitation of any offer to purchase securities in the United States. Placing
Shares may not be offered or sold in the United States absent registration under
the US Securities Act of 1933, as amended (the 'US Securities Act') or an
exemption therefrom. The Company has not and does not intend to register any
securities under the US Securities Act and does not intend to offer any
securities to the public in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in this announcement, will not
be accepted. The Placing Shares have not been and will not be registered with
any regulatory authority of any state within the United States.
Enquiries:
Teesland 020 7659 6666
Mickola Wilson, Chief Executive
Marcus Sheppard, Finance Director
KBC Peel Hunt Ltd 020 7418 8900
Corporate Finance
Nick Maslen/David Davies
Tavistock Communications 020 7920 3150
Jeremy Carey/Rachel Drysdale
Notes to editors:
PIL
PIL is one of the leading companies in the United Kingdom market in establishing
and operating collective investment schemes, particular limited partnerships,
and has specialised in the property market. It has been retained as operator or
adviser on transactions totalling over #5 billion and is currently one of the
largest operators of collective investment schemes in the United Kingdom with
responsibility for over #2 billion of investments.
PIL possesses considerable experience in designing Fund structures, identifying
investors, managing the Fund launch process and managing the regulatory and
administrative aspects once a fund is launched.
The management of PIL are a team of highly regarded professionals possessing an
exceptional level of combined experience. It comprises fund managers, chartered
surveyors, chartered accountants and a solicitor.
PIL specialises in the creation and operation of collective investment schemes.
Originally its work was concentrated on property limited partnerships but, over
time, this has been extended to include various different on-shore and off-shore
investment vehicles and asset classes, including films, PFI projects, traded
endowment policies and intellectual property. Its property assets now include
overseas commercial and residential assets.
Essentially, it provides support in respect of marketing, technical issues and
administrative functions. However, it only works in those areas where it is
more efficient for its clients to use its experience, usually because of a
shortage of internal management resources or because the expertise is not
available in-house.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, 'THIS ANNOUNCEMENT'), IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY
Eligible Participants in the Bookbuild
Members of the public are not eligible to take part in the placing. This
announcement 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) r (iii) of directive 2003/71/ec (the 'prospectus
directive') and (2) fall within article 19(1) 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 or to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
'Permitted Persons'). This announcement and the terms and conditions set out
herein must not be acted on or relied on by persons who are not Permitted
Persons. Any investment or investment activity to which this appendix and the
terms and conditions set out herein relates is available only to Permitted
Persons and will be engaged in only with Permitted Persons. Persons
distributing this announcement and this appendix must satisfy themselves that it
is lawful to do so. This announcement and this appendix does not constitute an
offer for sale or subscription of any securities in Teesland plc (the
'Company'). The new ordinary shares that are the subject of the placing (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 any
applicable state securities laws, and may not be offered or sold in the united
states except pursuant to an exemption from, or as a part of a transaction not
subject to, the registration requirements of the securities act and the
securities laws of any applicable state absent registration.
Persons who are invited to and who choose to participate in the Placing
('Placees') by making an oral offer to subscribe for Placing Shares, will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer on the terms and conditions contained in this Appendix, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.
In particular, each Placee represents, warrants and acknowledges that it:
- is a Permitted 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; and
- is outside the United States and is acquiring the Placing Shares in an
'offshore transaction' (within the meaning of Regulation S under the Securities
Act).
This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for ordinary shares of one pence
each in the capital of the Company ('Ordinary Shares') in the United States,
Canada, Japan or Australia or in any other jurisdiction in which such offer or
solicitation is or may be unlawful and the information contained herein is not
for publication or distribution to persons in the United States, Canada, Japan
or Australia or any jurisdiction in which such publication or distribution is
unlawful. Persons receiving this Announcement (including, without limitation,
custodians, nominees and trustees) must not distribute, mail or send it in, into
or from the United States, or use the United States mails, directly or
indirectly, in connection with the Placing, and by so doing may invalidate any
related purported application for Placing Shares. The Placing Shares have not
been and will not be registered under the Securities Act or under the securities
laws of any State or other jurisdiction of the United States, and, subject to
certain exceptions from the appropriate requirements of such jurisdiction, may
not be offered or sold, resold or delivered, directly or indirectly in or into
the United States, or to, or for the account or benefit of, US persons
(as defined in Regulation S within the meaning of the Securities Act). No public
offering of the Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in reliance on
Regulation S. Until the expiration of 40 days after the closing of the Placing,
an offer or sale of the Placing Shares sold in reliance upon Regulation S within
the United States or to, or for the account or benefit of, US
persons may violate the registration requirements of the Securities Act.
The distribution of this Announcement and the Placing and/or issue of Ordinary
Shares in certain other jurisdictions may be restricted by law. No action has
been taken by the Company or KBC Peel Hunt that would permit an offer of
Ordinary Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and KBC Peel Hunt
to inform themselves about and to observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
KBC Peel Hunt has today entered into a Placing agreement (the 'Placing
Agreement') with the Company whereby KBC Peel Hunt has, on the terms and subject
to the conditions set out therein, agreed to use its reasonable endeavours as
agent for and on behalf of the Company.
The Placing Shares will when issued be credited as fully paid. The Placing
Shares will rank pari passu in all respects with the existing issued Ordinary
Shares save that they will not be entitled to receive the final dividend of
1.95p per share payable to shareholders on the register on 29 September.
Application for listing and admission to trading
Application will be made to the Financial Services Authority (the 'FSA') for
admission of the Placing Shares to the Official List of the FSA (the 'Official
List') and to London Stock Exchange plc (the 'London Stock Exchange') for
admission to trading of the Placing Shares on the London Stock Exchange's market
for listed securities (together 'Admission'). It is expected that Admission
will take place at 8.00 a.m. on 15 September 2006 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Commencing today, KBC Peel Hunt is conducting an accelerated bookbuild (the
'Bookbuild') to determine demand for participation in the Placing. 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 their agreement to subscribe for any Placing Shares.
KBC Peel Hunt will be entitled to effect the Placing by such alternative method
to the Bookbuild as it may, in its sole discretion, determine. To the fullest
extent permissible by law, neither KBC Peel Hunt nor any holding company
thereof, nor any subsidiary, branch or affiliate of KBC Peel Hunt or any such
holding company (each an 'Affiliate') shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise). In
particular, neither KBC Peel Hunt nor any Affiliate thereof shall have any
liability in respect of its conduct of the Bookbuild or of such alternative
method of effecting the Placing as KBC Peel Hunt may determine.
Participation in, and principal terms of, the Bookbuild
By participating in the Bookbuild and the Placing, Placees will be deemed to
have read and understood this Announcement in its 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. A further
announcement will be made following the close of the Bookbuild detailing the
Placing Price (as defined below) (the 'Pricing Announcement').
KBC Peel Hunt (whether through itself or its Affiliates) is arranging the
Placing as an agent of the Company.
KBC Peel Hunt and its Affiliates are entitled to participate as principal in the
Bookbuild.
The Bookbuild will establish a single price (the 'Placing Price') payable to KBC
Peel Hunt by all Placees. The Placing Price will be determined by KBC Peel Hunt
following consultation with the Company but will not be less than that
permitted by the Listing Rules of the FSA published pursuant to part IV of the
FSMA.
The Bookbuild is expected to close no later than 6.00 p.m. London time today,
12 September 2006, but may be closed earlier at the sole discretion of KBC Peel
Hunt. KBC Peel Hunt may, at its sole discretion, accept bids that are received
after the Bookbuild has closed.
A bid in the Bookbuild will be made on the terms and conditions in this Appendix
and will not be capable of variation or revocation after the close of the
Bookbuild.
A person who wishes to participate in the Bookbuild should communicate its bid
by telephone to its usual sales contact at KBC Peel Hunt or Dominic Del Mar at
KBC Peel Hunt on +44 20 7418 8945. If successful, an allocation will be
confirmed orally to such person following the close of the Bookbuild, and a
memorandum contract note will be dispatched as soon as possible thereafter. KBC
Peel Hunt's oral confirmation will constitute a legally binding commitment upon
such person (who will at that point become a Placee) to subscribe for the number
of Placing Shares allocated to that Placee at the Placing Price set out in the
Pricing Announcement and otherwise on the terms and conditions set out in this
Appendix and in accordance with the Company's memorandum and articles of
association.
Each Placee's obligations will be owed to the Company and to KBC Peel Hunt. Each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to KBC Peel Hunt, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for.
All obligations under the Placing will be subject to 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 in
all respects and not having been terminated in accordance with its terms. The
obligations of KBC Peel Hunt under the Placing Agreement are conditional,
inter alia, on:
(a) the Pricing Announcement being published through a Regulatory Information
Service by not later than 6.00 p.m. today, 12 September 2006; and
(b) Admission taking place not later than 8.00 a.m. on 15 September 2006.
If (a) any of the conditions contained in the Placing Agreement is not fulfilled
or waived by KBC Peel Hunt by the respective time or date where specified (or
such later time or date as KBC Peel Hunt and the Company may agree but not
later than 8.00 a.m. on 22 September 2006), (b) any such condition becomes
incapable of being fulfilled and KBC Peel Hunt informs the Company that it will
not waive such condition or (c) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees' rights
and obligations hereunder 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 Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under 'Right to terminate the Placing Agreement' below and will not be capable
of rescission or termination by it.
KBC Peel Hunt may, in its absolute discretion, waive or extend the time for
fulfilment of any of the conditions in the Placing Agreement, save provided that
such extension shall not be beyond 8.00 a.m. on 22 September 2006 and save that
KBC Peel Hunt will not waive the condition that Admission takes place. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither KBC Peel Hunt 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 either 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 either of them may make as to the satisfaction of
any condition or in respect of the Placing generally.
Right to terminate the Placing Agreement
KBC Peel Hunt may, at any time before Admission, terminate the Placing Agreement
in accordance with the terms of the Placing Agreement in certain circumstances
which are usual for a transaction of this nature, including circumstances of
force majeure or material adverse changes in the financial markets, as more
particularly described in the Placing Agreement.
If the obligations of KBC Peel Hunt under the Placing Agreement are terminated
in accordance with its terms, the rights and obligations of each Placee in
respect of the Placing as described in this Announcement 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 KBC Peel Hunt
that the exercise by KBC Peel Hunt of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of KBC Peel Hunt and that KBC Peel Hunt need not make any reference to any such
Placee and that KBC Peel Hunt shall have no liability whatsoever to any such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in connection with the exercise of such rights.
No Prospectus
No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and the announcement
made by the Company earlier today relating to the Company's preliminary results
for the year ended 30 June 2006. Each Placee, by accepting a participation in
the Placing, agrees and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
KBC Peel Hunt or the Company and neither the Company nor KBC Peel Hunt will be
liable for any Placee's decision 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 in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0031695223) following
Admission will take place within the CREST system, subject to certain
exceptions. KBC Peel Hunt reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to KBC Peel Hunt and settlement
instructions. Placees should settle against CREST ID: 546. It is expected that
such trade confirmation will be despatched today, 12 September 2006 and that
this will also be the trade date. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions which it has
in place with KBC Peel Hunt.
It is expected that settlement will be on 15 September 2006 on a T+3 basis in
accordance with the instructions set out in the trade confirmation. Interest is
chargeable daily on payments not received from Placees on the due date in
accordance with the arrangements set out above at the rate of two percentage
points above prevailing LIBOR as determined by KBC Peel Hunt. Each Placee is
deemed to agree that if it does not comply with these obligations, KBC Peel
Hunt may sell any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for KBC Peel Hunt's account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant placee will, however, remain liable for any shortfall
between the net proceeds of such sale and the Placing proceeds of such Placing
Shares 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) which may arise upon the sale of such
Placee's Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of a nominee
for such person, such Placing Shares should, subject as provided below (and in
particular subject to paragraph 15 below), be so registered free from any
liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee
or other agent acting on behalf of a Placee) will be entitled to receive any fee
or commission in connection with the Placing.
Representations and Warranties
By participating in the Bookbuild each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has received this Announcement solely for its
use and has not redistributed or duplicated it;
2. represents and warrants that 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. acknowledges that the Ordinary Shares are listed on the Official List, and
the Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of the FSA, which
includes a description of the nature of the Company's business and the Company's
most recent balance sheet and profit and loss account, and similar statements
for preceding financial years;
4. acknowledges that neither of KBC Peel Hunt nor any of its Affiliates nor any
person acting on behalf of KBC Peel Hunt or its Affiliates has provided, and
will not provide it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested KBC Peel Hunt, any of
its Affiliates or any person acting on behalf of KBC Peel Hunt or any of its
Affiliates to provide it with any such information;
5. acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither KBC Peel Hunt, nor any of its
Affiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliates
has or shall have any liability for any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company (including, without limitation, the
announcement made by the Company earlier today relating to the Company's
preliminary results for the year ended 30 June 2006 and the Acquisition) and
will not be liable for any Placee's decision to participate in the Placing based
on any information, representation or statement contained in this Announcement
or otherwise. Each Placee represents, warrants and agrees that it has relied on
its own investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any investigation that KBC Peel Hunt,
any of its Affiliates or any person acting on behalf of KBC Peel Hunt or its
Affiliates may have conducted with respect to the Placing Shares or the Company
and none of such persons has made any representations to it, express or
implied, with respect thereto. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation;
6. acknowledges that it has not relied on any information relating to the
Company contained in any research reports prepared by KBC Peel Hunt, any of its
Affiliates or any person acting on behalf of KBC Peel Hunt or its Affiliates and
understands that neither KBC Peel Hunt, nor any of its Affiliates nor any person
acting on behalf of KBC Peel Hunt or its Affiliates:
(i) has or shall have any liability for public information or
any representation;
(ii) has or shall have any liability for any additional
information that has otherwise been made available to such Placee, whether at
the date of publication, the date of the announcement or otherwise; and
(iii) makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of such information, whether at the
date of publication, the date of the announcement or otherwise;
7. represents and warrants that it, or the beneficial owner, as applicable, is
entitled to subscribe for and/or purchase Placing Shares under the laws of all
relevant jurisdictions which apply to it, or the beneficial owner, as
applicable, and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents in either case which may
be required thereunder and complied with all necessary formalities;
8. represents and warrants that it 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;
9. represents and warrants that it will be the beneficial owner of such Placing
Shares and that the beneficial owner of such Placing Shares will not at the
time the Placing Shares are acquired be a resident of Australia, Canada or
Japan;
10. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any of the
States of the United States, or under the securities legislation of Australia,
Canada 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;
11. 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;
12. 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;
13. represents and warrants that if it is a pension fund or investment company,
its purchase of Placing Shares is in full compliance with applicable laws and
regulations;
14. 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
the Placing Shares are not being subscribed for by it in connection with
arrangements to issue depositary receipts or to transfer Placing Shares into a
clearance system;
15. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003
(the 'Regulations') and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
16. represents and warrants that it and any person acting on its behalf is a
person falling within article 19(1) and/or 49(2) of the Order and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
17. represents and warrants that 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;
18. represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any member state
of the European Economic Area within the meaning of the Prospectus Directive
(which means Directive 2003/71/EC and includes any relevant implementing
measure in any member state);
19. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person;
19. represents and warrants that it is a qualified investor as defined in
section 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i),
(ii) or (iii) of the Prospectus Directive;
20. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
21. represents and warrants that it and any person acting on its behalf is
entitled to subscribe for the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to participating in
the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this Announcement) and will honour such obligations;
22. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as KBC Peel Hunt may in its sole
discretion determine and it will remain liable for any shortfall below the net
proceeds of such sale and the Placing proceeds of such Placing Shares and may be
required to bear any stamp duty for stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
23. acknowledges that neither KBC Peel Hunt, nor any of its Affiliates nor any
person acting on behalf of KBC Peel Hunt or its Affiliates is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor the exercise
or performance of any of KBC Peel Hunt's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
24. 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 KBC Peel Hunt nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the company and KBC
Peel Hunt in respect of the same on the basis that the Placing Shares will be
credited to the CREST stock account of KBC Peel Hunt (CREST ID: 546) who will
hold them as nominee for the subscribers of such shares until settlement in
accordance with its standing settlement instructions;
25. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in all respects in accordance
with English law and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the courts
of England as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or KBC Peel Hunt 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. acknowledges that KBC Peel Hunt 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;
27. agrees that the Company, KBC Peel Hunt and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to KBC Peel Hunt on its own behalf and on behalf
of the Company and are irrevocable; and
28. agrees to indemnify and hold the Company and KBC Peel Hunt 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.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to UK stamp duty
and/or stamp duty reserve tax, for which neither the Company nor KBC Peel Hunt
will be responsible and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay
such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and KBC Peel Hunt in the event
that any of the Company and/ or KBC Peel Hunt has incurred any such liability
to UK stamp duty or stamp duty reserve tax. In addition, Placees should note
that they will be liable to pay any stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by them or any other person on the subscription by them for any Placing
Shares or the agreement by them to subscribe for any Placing Shares.
All times and dates in this Announcement may be subject to amendment. KBC Peel
Hunt shall notify the Placees and any person acting on behalf of the Placees of
any changes.
This Announcement has been issued by the Company and is the sole responsibility
of the Company.
KBC Peel Hunt, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and for no one else solely in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of KBC Peel Hunt
or for providing advice in relation to the Placing or any transaction or
arrangement referred to herein. KBC Peel Hunt can be contacted at 111 Old Broad
Street, London EC2N 1PH
When a Placee or person acting on behalf of the Placee is dealing with KBC Peel
Hunt, any money held in an account with KBC Peel Hunt 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 KBC Peel Hunt's money in accordance with the client
money rules and will be used by KBC Peel Hunt in the course of its own
business; and the Placee will rank only as a general creditor of KBC Peel Hunt.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The information contained in this Announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States. This
Announcement is not an offer of securities for sale into the United States. The
Placing Shares have not been and will not be registered under the Securities Act
and may not be offered or sold, directly or indirectly, in the United States
absent registration or an exemption from registration. There will be no public
offering of securities in the United States. The Placing Shares have not been
and will not be registered with any regulatory authority of any State within
the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQSFLSMESMSELU
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