9.1.10 that the content of this announcement is exclusively the
responsibility of the Company and that neither Jefferies nor any
person acting on its behalf have or shall have any liability for
any information, representation or statement contained in this
announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any information required to be published by the Company
pursuant to applicable laws (the "Exchange Information") and will
not be liable for its decision to participate in the Placing based
on any information, representation or statement contained in this
announcement or otherwise. It further represents, warrants and
agrees that the only information on which it is entitled to rely
and on which it has relied in committing itself to subscribe for
the Placing Shares is contained in this announcement and any
information previously published by the Company by notification to
a RIS, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by Jefferies or the
Company and neither Jefferies nor the Company will be liable for
Its decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. It further acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing. None of
Jefferies, the Company or any of their respective affiliates has
made any representations to it, express or implied, with respect to
the Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof. Nothing
in this paragraph or otherwise in this announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9.1.11 that it has complied with its obligations under the
Criminal Justice Act 1993, section 118 of FSMA and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006, the Money Laundering Regulations 2007 and the Money
Laundering Sourcebook of the FCA (the "Money Laundering
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;
9.1.12 that it is acting as principal only in respect of the
Placing or, if it is acting for any other person; (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
Jefferies for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
9.1.13 if it is a financial intermediary, as that term is used
in Article 3(2) of the EU Prospectus Directive (which shall mean
Directive 2003/71/EC and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant
Member State), that the Placing Shares subscribed 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 a member state of the EEA other than qualified
investors, or in circumstances in which the prior consent of
Jefferies has been given to the proposed offer or resale;
9.1.14 that it has not offered or sold and will not offer or
sell any Placing Shares to the public in any member state of the
EEA except in circumstances falling within Article 3(2) of the
Prospectus Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
9.1.15 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;
9.1.16 that it has complied with 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;
9.1.17 if in a member state of the EEA, unless otherwise
specifically agreed with Jefferies in writing, that it is a
"qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive;
9.1.18 if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this announcement may otherwise lawfully be communicated;
9.1.19 that no action has been or will be taken by either the
Company or Jefferies or any person acting on behalf of the Company
or Jefferies that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
9.1.20 that it and any person acting on its behalf is entitled
to acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in Jefferies, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
9.1.21 that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
Placing 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) and will honour such obligations;
9.1.22 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 Jefferies may in its absolute discretion
determine and without liability to it;
9.1.23 that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that Jefferies or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any) (including in circumstances where the Company and
Jefferies agree to reduce the number of Placing Shares where the
Shareholder Resolutions are not approved and the Placing proceeds
with a reduced number of Placing Shares), but in no event in
aggregate more than the aforementioned maximum;
9.1.24 that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither Jefferies 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.
It and any person acting on its behalf agrees to indemnify the
Company and Jefferies in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of
Jefferies who will hold them as nominee on its behalf until
settlement in accordance with standing settlement instructions;
9.1.25 that neither Jefferies, nor any of its affiliates, nor
any person acting on its behalf, is making any recommendations to
it or, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of either of Jefferies and that Jefferies do
not have any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
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