|Share Price: 1,029.00||Bid: 1,029.00||Ask: 1,030.00||Change: 0.00 (0.00%)|
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Synergy Health plc ("Synergy Health" or "the Company")
Proposed Placing of up to 2,755,520 new ordinary shares
Synergy Health (LSE: SYR), a leading global provider of oursourced sterilisation services to the medical device market and healthcare sector, today announces that it is placing up to 2,755,520 new ordinary shares (the "Placing Shares") representing approximately five per cent of the Company's existing issued share capital (the "Placing").
Synergy Health announced earlier today its preliminary results ("Preliminary Results") for the year ended 1 April 2012 and announced the signing of a merger agreement to purchase SRI/Surgical Express, Inc ("SRI"), a NASDAQ listed healthcare company ("Acquisition").
Background to and rationale for the Placing
Synergy Health has pursued a strategy to which there are four strands: internationalisation; focus on high value-added services with high barriers to entry; differentiation through our people and the way we deliver our services; and cost leadership. In pursuit of this strategy, the Company has, over the course of the last 14 months, bought:
· BeamOne LLC, the largest provider of outsourced, e-beam medical device sterilisation services in the US, and the third largest outsourced sterilisation provider by revenue, for $35 million, with an additional contingent consideration of up to $20 million;
· Sinagama II Technologies Sdn Bhd ("Sterilgamma"), a gamma sterilisation business based in Malaysia;
· LEONI Studer Hard AG a provider of irradiation sterilisation services to the medical device, pharmaceutical and packaging industries, based in Switzerland, for approximately £39.7m;
· MSI Surgical Solutions LLC, the second largest provider of outsourced hospital sterilisation services ("HSS") in the US, operating in New York, for approximately £4.1m; and
· Synergy Health has today announced an agreement to acquire SRI for a total consideration, including debt, of £24.9m.
These acquisitions have been financed with cash from the Company's available bank facilities.
In order to allow the Company to maintain a prudent yet efficient balance sheet, the Board considers it appropriate to increase headroom by raising fresh equity. The Placing is not conditional on completion of the Acquisition. In the event that the Acquisition is not completed, the Company will retain all of the proceeds of the Placing.
A trust ("Trust") of which Dr Richard Steeves, Chief Executive Officer of Synergy Health, is the primary beneficiary, intends to participate in the Placing.
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix. The Placing will be effected by way of an accelerated bookbuild to be managed by Investec Bank plc ("the "Bookrunner"). The book will open with immediate effect. The timing of the closing of the book and allocations is at the absolute discretion of the Bookrunner. The price at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares will be agreed between the Bookrunner and the Company at the close of the accelerated bookbuild period. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the bookbuild process. The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares. For the avoidance of doubt this includes the final dividend of 11.18p ("Final Dividend") proposed today in the Company's Preliminary Results.
The Placing is conditional upon, amongst other things, admission of the Placing Shares to the premium segment of the Official List and to trading by the London Stock Exchange on its main market for listed securities, becoming effective ("Admission") and the placing agreement between the Company and the Bookrunner not being terminated prior to Admission.
Settlement for the Placing Shares as well as Admission is expected to take place on 12 June 2012.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this announcement (including the Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Synergy Health plc
Dr. Richard Steeves Chief Executive Tel: 01793 891 891
Gavin Hill Finance Director
Investec Bank plc Tel: 0207 597 5970
About Synergy Health
Synergy Health is a global leader in outsourced sterilisation services to the medical device market as well as to hospitals and other healthcare providers. In addition, the business provides other outsourced services such as healthcare linen, pathology and specialist laboratory services. The business operates across health related markets in the UK and Ireland, Europe & Middle East, Asia & Africa and the Americas.
Synergy Health is quoted on the London Stock Exchange (SYR.L), and is a constituent of the FTSE 250. Further information on Synergy Health plc can be found at: www.synergyhealthplc.com.
This announcement is not for release, publication or public distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the publication, release or distribution would be unlawful. This announcement is for information only and, save as expressly set out herein, 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 in which such an offer or solicitation is unlawful, including without limitation the United States, Australia, Canada, Japan or South Africa. Persons needing advice should consult an independent financial adviser.
This announcement has been issued by and is the sole responsibility of Synergy Health. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Investec Bank plc is authorised and regulated in the United Kingdom by the Financial Services Authority ("FSA"). Investec is acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to each of its respective clients nor for providing advice in connection with the Placing.
The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall 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 are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates is available only to, and will be engaged in only with, relevant persons. This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, to the extent implemented in the relevant member state) (the "Prospectus Directive") ("Qualified Investors").
This announcement is not an offer of securities for sale in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the Securities Act. The Placing Shares will not be sold to the public in the United States.
Subject to certain exceptions, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in Australia, Canada, Japan or South Africa, or any jurisdiction in which such an offer or solicitation is unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
Details of the Placing Agreement and of the Placing Shares
Investec Bank plc ("Investec") (the "Bookrunner") and Synergy Health plc ("Synergy Health" or the "Company") have today entered into a Placing Agreement (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, the Bookrunner has agreed to use reasonable endeavours to procure subscribers ("Placees") for up to 2,755,520 new Ordinary Shares in the capital of Synergy of nominal value 0.625 pence at a price determined following completion of an accelerated bookbuild process (the "Placing Shares") (the "Bookbuild") (the "Placing").
A trust ("Trust") of which Dr Richard Steeves, Chief Executive Officer of Synergy Health, is the primary beneficiary, intends to participate in the Placing
Participation in, and principal terms of, the Placing
1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and their affiliates are entitled to enter bids in the Bookbuild as principals.
2. The Bookbuild will establish a single price payable to the Bookunner by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares will be agreed between the Bookrunner and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service ("RIS") following the completion of the Bookbuild (the "Pricing Announcement").
3. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Bookrunner or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 7 below. A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and will be legally binding on the prospective Placee on behalf of which it is made and except with the Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay 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 and the Company has agreed to allot.
4. The Bookbuild is expected to close no later than 5:00p.m. (GMT) on 7 June 2012 but may be closed earlier or later at the sole discretion of the Bookrunner. The Company and the Bookrunner reserve the right to reduce the amount to be raised pursuant to the Placing, in their absolute discretion.
5. Each prospective Placee's allocation will be confirmed to such Placee orally by the Bookrunner following the close of the Placing, and a trade confirmation will be dispatched thereafter. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
6. Subject to paragraphs 4 and 5 above, the Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine. The Bookrunner may also, notwithstanding paragraphs 4 and 5 above (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
7. Irrespective of the time at which a Placee's allocation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8. To the fullest extent permissible by law, neither of the Bookrunner nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine.
Conditions of the Placing
The obligations of the Bookrunner under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia: the publication of certain announcements; the warranties of the Company in the Placing Agreement being true and accurate; Admission and allotment of the Placing Shares. If any of the conditions are not fulfilled or waived by the Bookrunner the Placing Agreement shall cease and determine.
The Placing Agreement, and therefore the Placing, are not conditional on the proposed Acquisition. The Company has executed a binding merger agreement in respect of the proposed Acquisition as described in the separate announcement published by the Company today ("Acquisition Announcement"). However, no assurance can be given that the proposed Acquisition will be completed or completed on the terms described the Acquisition Announcement.
If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Investec by the respective time or date where specified (or such later time or date as the Company and Investec may agree), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Investec may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither Investec 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 it 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 they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including a breach of the warranties given to the Bookrunner in the Placing Agreement or the occurrence of a force majeure event. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0030757263) following Admission will take place within the CREST system, subject to certain exceptions. Investec 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 system administered by Euroclear UK & Ireland Limited ("CREST") 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 in accordance with the standing arrangements in place with Investec, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. 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 that it has in place with Investec.
It is expected that settlement will be on 12 June 2012 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 LIBOR as determined by Investec.
Each Placee is deemed to agree that, if it does not comply with these obligations, Investec may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Investec'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 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 the sale of such Placing Shares on such Placee's behalf. By its commitment to subscribe for Placing Shares, each Placee confers on Investec all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Investec lawfully takes in pursuance of such sale.
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, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.
No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this announcement, including the appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement;
2. acknowledges that no offering document or prospectus has been prepared in connection with the Placing;
3. acknowledges that the Ordinary Shares are listed on the Official List of the FSA with a premium listing, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively "Exchange Information"), 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 that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither the Bookrunner nor any person acting on its behalf has 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"). Each Placee 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 Investec, the Company nor 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. Nothing in this paragraph or otherwise in this announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
5. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
6. represents that (i) it is a Qualified Investor, as that term is defined in the European Prospectus Directive, (ii) is not subscribing to the shares on a non-discretionary basis on behalf of a person in the EEA that is not also a Qualified Investor, and (iii) is not subscribing to the shares with a view to reselling the shares to persons in the EEA that are not Qualified Investors.
7. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares acquired 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 European Economic Area other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale;
8. acknowledges that all offers and sales are being made outside the United States in an "offshore transaction" to investors each of which is not a "U.S. person" (each as defined in Regulation S under the Securities Act) in accordance with Regulation S under the Securities Act;
9. represents and warrants that (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States; (b) it is not a "U.S. person" (as defined in Regulation S under the Securities Act); and (c) it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;
10. represents and warrants 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 European Economic Area 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;
11. if in the UK, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling with Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling 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 be lawfully communicated;
12. represents and warrants 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, has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required 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 the Bookrunner, 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;
13. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed 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 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 the Company or the Bookrunner 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;
14. agrees that the Company, Investec and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Investec on their own behalf and on behalf of the Company and are irrevocable;
15. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, 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;
16. represents and warrants that it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except (i) to the Company; (ii) in an offshore transaction in accordance with Regulation S under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (if available) or (iv) in the United States, pursuant to an effective registration statement under the Securities Act or in a transaction exempt from, or not subject to, the regulation requirements thereof and that, in each such case, such offer, sale, pledge, or transfer will be made in accordance with any applicable securities laws of any state of the United States;
17. unless otherwise specifically agreed in writing with the Bookrunner, represents and warrants that neither it nor the beneficial owner of such Placing Shares is or will be a resident of Australia, Canada, Japan or South Africa;
18. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
19. 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 (as amended), the Terrorism Act 2006 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 and acknowledges that in order to ensure compliance with the Money Laundering Regulations 2007, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of your identity. Pending the provision to Investec or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at our absolute discretion or, where appropriate, delivery of the Placing Shares to you in uncertificated form, may be retained at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate your commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
20. acknowledges that neither Investec nor any of its affiliates nor any person acting on behalf of any of them, is making any recommendations to you, advising you regarding the suitability of any transactions you may enter into in connection with the Placing and that participation in the Placing on the basis that you are not and will not be a client of Investec and that Investec has no duties or responsibilities to you for providing the protections afforded to their respective clients or customers under the rules of the FSA 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 their respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by you will not be treated as client money governed by the rules of the FSA;
21. undertakes 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 the Bookrunner 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 the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Investec who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
22. irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this announcement;
23. agrees to indemnify and hold the Company and Investec and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this announcement;
24. agrees that Investec may, and its affiliates acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise;
25. undertakes that it has the funds available to pay for the Placing Shares it has agreed to subscribe for and undertakes that it will pay the total subscription amount in accordance with the terms of this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Investec determines;
26. acknowledges that when a Placee or person acting on behalf of the Placee is dealing with Investec, any money held in an account with any of Investec or 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 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 Investec's money in accordance with the client money rules and will be used by Investec in the course of their own business; and the Placee will rank only as a general creditor of Investec or (as applicable); and
27. acknowledges that past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Bookrunner.
All times and dates in this announcement are subject to amendment by the Bookrunner (in its absolute discretion).
|05-Dec-13 10:08||RNS||Holding(s) in Company||Holding(s) in Company|
|02-Dec-13 11:02||RNS||Total Voting Rights||Holding(s) in Company|
|12-Nov-13 07:01||RNS||Half Yearly Report||Results and Trading Reports|
|05-Nov-13 14:33||RNS||Holding(s) in Company||Holding(s) in Company|
|01-Nov-13 07:00||RNS||Total Voting Rights||Holding(s) in Company|
|28-Oct-13 16:50||RNS||Holding(s) in Company||Holding(s) in Company|
|10-Oct-13 07:00||RNS||Trading Statement||Results and Trading Reports|
|09-Oct-13 09:02||RNS||Director Declaration||Executive Changes|
|02-Oct-13 11:34||RNS||Total Voting Rights||Holding(s) in Company|
|05-Sep-13 16:47||RNS||Holding(s) in Company||Holding(s) in Company|
|04-Sep-13 15:21||RNS||Holding(s) in Company||Holding(s) in Company|
|04-Sep-13 10:16||RNS||Director Declaration||Executive Changes|
|03-Sep-13 11:29||RNS||Total Voting Rights||Holding(s) in Company|
|09-Aug-13 14:18||RNS||Board Change||Executive Changes|
|09-Aug-13 14:14||RNS||Holding(s) in Company||Holding(s) in Company|
|07-Aug-13 15:59||RNS||Director/PDMR Shareholding||Directors' Dealings|
|07-Aug-13 14:03||RNS||Block Listing Six Monthly Return||Company Announcement - General|
|06-Aug-13 17:03||RNS||Director/PDMR Shareholding||Directors' Dealings|
|06-Aug-13 17:03||RNS||Transaction in Own Shares||Transaction in Own Shares|
|01-Aug-13 17:01||RNS||Director/PDMR Shareholding||Directors' Dealings|
|01-Aug-13 16:59||RNS||LTIP Awards||Company Announcement - General|
|01-Aug-13 07:00||RNS||Total Voting Rights||Holding(s) in Company|
|31-Jul-13 14:06||RNS||Blocklisting Application||Company Announcement - General|
|25-Jul-13 11:23||RNS||Result of AGM||Results and Trading Reports|
|25-Jul-13 10:30||RNS||Interim Management Statement and Board Changes||Results and Trading Reports|
|05-Jul-13 10:08||RNS||Holding(s) in Company||Holding(s) in Company|
|03-Jul-13 12:29||RNS||Holding(s) in Company||Holding(s) in Company|
|03-Jul-13 11:04||RNS||Holding(s) in Company||Holding(s) in Company|
|03-Jul-13 10:47||RNS||Holding(s) in Company||Holding(s) in Company|
|27-Jun-13 07:00||RNS||Notice of AGM & Publication of Annual Report||Results and Trading Reports|