Last checked at 26 Jun 2009 10:06
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
The following is an announcement made by Aspen Finance Limited pursuant to its obligations under the City Code on Takeovers and Mergers. This announcement has also been released through a regulatory information service.
26 June 2009
Unconditional mandatory cash offer
by Aspen Finance Limited
under Rule 9 of the City Code
for Artisan (UK) plc
As announced on 22 June 2009, Aspen Finance Limited ("Aspen") served notice on that date to Artisan (UK) plc ("Artisan" or the "Company") to convert the £1,750,000 of Loan Notes it held in Artisan into Ordinary Shares of the Company at a conversion price of 34.125 pence per Ordinary Share. The conversion has now been completed and Aspen has today been allotted 5,128,205 new Ordinary Shares which are expected to be admitted to trading on AIM on 2 July 2009. Consequently, Aspen now holds 7,551,113 Ordinary Shares, representing approximately 56.7 per cent. of Artisan's Issued Share Capital.
As a result of converting the Loan Notes, Aspen is obliged to make an offer to all other Artisan Shareholders to acquire their Ordinary Shares in accordance with Rule 9 of the City Code.
The Offer, which will be made at a price of 34.125 pence in cash for each Artisan Share, being the highest price paid by Aspen for Artisan Shares in the twelve months before the commencement of the Offer Period, will be made on the terms set out in this announcement and Appendix A to this announcement and will be subject to the further terms to be set out in the Offer Document and, in respect of Artisan Shares in certificated form, in the Form of Acceptance. Such documentation will be circulated to Artisan Shareholders as soon as practicable and, in any event, within 28 days of the date of this announcement or such other date as the Panel may agree.
Enquiries:
| Adrian Reed Altium (financial advisor to Aspen) | Tel: +44 (0) 161 831 9133 |
| Altium Capital Limited | |
| 5 Ralli Courts | |
| West Riverside | |
| Manchester M3 5FT |
Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aspen and for no-one else in connection with the Offer and will not be responsible to anyone other than Aspen for providing the protections afforded to clients of Altium nor for providing advice in relation to the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance.
The Offer is not being made, directly or indirectly, and this announcement should not be sent, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction by use of the mail or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions (including, without limitation, post, facsimile transmission, telex and telephone) and doing so may render invalid any purported acceptance. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement should read the relevant provisions of the Offer Document (once published) before taking any action. In particular, the availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities.
This announcement has been made by Aspen.
This summary should be read in conjunction with the full text of the following announcement. Appendix B to the following announcement contains definitions of certain expressions used in this summary and the following announcement.
Important Dealing Notice
The attention of shareholders of Artisan is drawn to the fact that under the City Code, there are certain dealing disclosure requirements in respect of relevant securities during an offer period. An offer period in respect of Artisan commenced on 22 June 2009.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Artisan, all "dealings" in any "relevant securities" of Artisan (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the offer period ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Artisan, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Artisan by Aspen or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
For the purposes of Rule 2.10 of the City Code, as at the date of this announcement, there were 13,326,863 Artisan Shares (excluding treasury shares) in issue. The International Securities Identification Number for the Artisan Shares is GB00B1L63P90.
If you are in any doubt as to the action that you should take with regard to Rule 8 of the City Code you are requested to contact the Panel on (020) 7382 9026 for further information.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
The following is an announcement made by Aspen Finance Limited pursuant to its obligations under the City Code on Takeovers and Mergers. This announcement has also been released through a regulatory information service.
26 June 2009
Unconditional mandatory cash offer
by Aspen Finance Limited
under Rule 9 of the City Code
for Artisan (UK) plc
1. Introduction
As announced on 22 June 2009, Aspen Finance Limited ("Aspen") served notice on that date to Artisan (UK) plc ("Artisan" or the "Company") to convert the £1,750,000 of Loan Notes it held in Artisan into Ordinary Shares of the Company at a conversion price of 34.125 pence per Ordinary Share. The conversion has now been completed and Aspen has today been allotted 5,128,205 new Ordinary Shares which are expected to be admitted to trading on AIM on 2 July 2009. Consequently, Aspen now holds 7,551,113 Ordinary Shares, representing approximately 56.7 per cent. of Artisan's Issued Share Capital.
As a result of converting the Loan Notes, Aspen is obliged to make an offer to all other Artisan Shareholders to acquire their Ordinary Shares in accordance with Rule 9 of the City Code at 34.125 pence per Ordinary Share, being the highest price paid by Aspen for Artisan Shares in the twelve months before the commencement of the Offer Period.
The definitions used in this announcement are contained in Appendix B to this announcement.
On 1 August 2008, Artisan issued £1.75 million of convertible unsecured loan notes to Aspen which were subordinated to the existing banking facilities provided to the Company by National Westminster Bank plc ("NatWest"), and were otherwise repayable on or before the 1 July 2012.
As announced on 1 August 2008, the Loan Notes were capable of conversion into Ordinary Shares at Aspen's option at any time until 1 July 2012. The conversion price was agreed at varying rates dependent on the timing of the conversion. Until 30 June 2009, the conversion price was set at 34.125 pence per Ordinary Share, being the average Closing Price of an Ordinary Share over the ten dealing days before the issue of the Loan Notes. Thereafter, the conversion price would rise to 80 pence per Ordinary Share from 1 July 2009 to 30 June 2010, 85 pence per Ordinary Share from 1 July 2010 to 30 June 2011, and 90 pence per Ordinary Share after 1 July 2011.
At the time of the issue of the Loan Notes it was announced that, as a result of Aspen's holding of 29.6 per cent. of the total voting rights in the Company, should Aspen exercise its right to convert the Loan Notes into Ordinary Shares, this would lead to Aspen holding 30 per cent. or more of the total voting rights in the Company and, as a result, Aspen would be obliged to make an offer to all Artisan Shareholders to acquire their Ordinary Shares in accordance with Rule 9 of the City Code.
The Offer values the whole of Artisan's Issued Share Capital, including the Ordinary Shares owned by Aspen, at £4,547,791.
It is Aspen's current intention to retain Artisan's admission to trading on AIM following completion of the Offer. Artisan shareholders should be aware that once the Offer is closed, Aspen will have in excess of 50 per cent. of the voting rights in the Company and, as such, will have buying freedom under the City Code.
2. Terms of the Offer
The Offer which will be made on the terms set out below and in Appendix A to this announcement and subject to the further terms to be set out in the Offer Document and, in respect of Artisan Shares in certificated form, in the Form of Acceptance, will be made on the basis of:
34.125 pence in cash for each Artisan Share
Entitlements to cash in respect of fractions of one penny will be rounded up to the nearest whole penny.
The Artisan Shares will be acquired by Aspen fully paid and free from all liens, equities, charges, encumbrances, equitable interests, rights of pre-emption and other third party interests and rights of any nature whatsoever and together with all rights now and hereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid on or after the date of this announcement.
The Offer is made in respect of all issued Artisan Shares which are not held by Aspen (excluding, for the avoidance of doubt, treasury shares) and any further Artisan Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the Offer closes (including pursuant to the exercise of any outstanding options over the Artisan Shares).
The Offer represents:
a discount of approximately 14 per cent. to the Closing Price of Artisan Shares of 39.5 pence on 25 June 2009, the last dealing day prior to the announcement of the Offer; and
a premium of approximately 9 per cent. over the average Closing Price of Artisan Shares over the past six months.
Since Aspen now holds more than 50 per cent. of the voting rights in Artisan, the Offer, when made, will be unconditional.
3. Information on Artisan
On 31 March 2009, Artisan announced its interim results for the six months to 31 December 2008 with turnover for the period down to £5.1 million (2007: £10.6 million). As a result of both reduced turnover and reduced margins, the Artisan Group's commercial development and residential subsidiaries together recorded an operating loss before tax, central charges and exceptional items of £0.3 million (2007: £1.3 million profit). Additionally, a reassessment of the carrying value of investment properties increased the loss by £0.5 million (2007: £0.2 million profit). Consequently, the operating loss before interest, tax and exceptional items was £1.0 million (2007: £0.7 million profit). At that time the Artisan Board concluded that in light of the market conditions and trading results, an interim dividend should not be paid (2007: 1.2 pence per share).
On 20 January 2009, Artisan announced that it had breached its 31 December 2008 interest to profit cover covenant and that it was in discussions with NatWest to agree revised covenants in relation to a replacement facility. On 19 June 2009, Artisan announced that it had reached agreement on the terms of a new banking facility with revised covenants. This facility expires on 1 July 2011.
4. Strategy for Artisan following the Offer
As previously stated, it is not currently Aspen's intention to apply for the cancellation of the admission to trading on AIM of the Ordinary Shares. Following completion of the Offer, Aspen intends to review the existing operations of the business to assess future opportunities for growth. Such opportunities may include the use of Artisan as a platform to expand the Company's residential and/or commercial property activities, organically or via acquisitions. Shareholders should be aware that this may require additional debt or equity funding, the form of which cannot currently be predicted and may lead to future Shareholder dilution.
5. Information on Aspen
Aspen is a private limited company whose principal activity is to act as a holding company for the investment in Artisan. Aspen has a total of 10,000 ordinary shares of £1 each in issue which are all held by Aspen Group Inc. ("AGI"). The entire issued share capital of AGI is, in turn, owned by Brownis Trust. Michael Stevens, the Non-executive Chairman of Artisan, is the settlor of the Brownis Trust and the beneficiaries comprise certain members of his family.
Aspen has not traded since incorporation and has not entered into any obligations other than in connection with the acquisition and holding of shares in Artisan and the Loan Notes.
Altium is acting as financial advisor to Aspen.
6. Intentions regarding Artisan's employees and directors
Aspen attaches great importance to the skills and experience of the existing management and employees of Artisan. As such, Aspen expects that Artisan employees will play an important role in the future of the business, and Aspen does not intend to make any material changes to Artisan's existing staffing levels, save to augment the skill base to deliver Aspen's growth plan nor to any conditions of employment (including pension benefits), nor locations of Artisan's places of business.
Following the Offer closing, the existing employment rights, including pension rights, of all employees and management of the Artisan Group will be fully safeguarded.
7. Financing of the Offer
The consideration payable under the Offer will be financed out of the cash resources of Aspen.
Altium is satisfied that the necessary financial resources are available to Aspen to satisfy the cash consideration due under the Offer in full. Full acceptance of the Offer would result in a maximum consideration in cash of £1,970,975 being payable by Aspen to Artisan Shareholders.
8. The Artisan Directors
Due to Mr Stevens' interest in Aspen, and Mr Musselle's close working relationship as Artisan's Chief Executive with Mr Stevens, the Independent Directors for the purposes of the Offer are the remaining directors of Artisan, being Mr Eyres, Mr Jones, Mr Hemingway and Mr Saunders. Aspen has been informed that the Independent Directors will consider the Offer on behalf of the Artisan Shareholders in due course.
9. Artisan Share Option Schemes
As the exercise prices of all outstanding options over Artisan Shares are in excess of the Offer Price, Aspen will not be required to make an offer or proposal available to the holders of such options.
10. Overseas Shareholders
The availability of the Offer to Artisan Shareholders who are citizens or residents of jurisdictions outside the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their relevant jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
In particular, the Offer will not be made directly or indirectly in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction.
11. Compulsory acquisition and de-listing
If Aspen receives acceptances under the Offer in respect of 90 per cent. or more of the Artisan Shares to which the Offer relates for the purposes of sections 979 to 982 (inclusive) of the Companies Act 2006, Aspen may choose to exercise its right under those sections to acquire compulsorily the remaining Artisan Shares.
As stated above, it is not currently Aspen's intention to apply for the cancellation of the admission to trading on AIM of the Ordinary Shares. Subject to the relevant legislation and/or AIM Rules, Aspen reserves the right to apply for cancellation of the admission to trading should it so decide.
12. Disclosure of interests in Artisan
As at the date of this announcement, Aspen holds 7,551,113 Ordinary Shares, representing approximately 56.7 per cent. of Artisan's Issued Share Capital and Chris Musselle, who is deemed to be acting in concert with Aspen for the purposes of the Offer, holds 19,200 Ordinary Shares, representing approximately 0.14 per cent. of Artisan's Issued Share Capital and options over a further 187,499 Ordinary Shares in the Company exercisable at prices ranging from 120 pence to 640 pence per Ordinary Share.
Save for the above interests, neither Aspen nor, so far as Aspen is aware, any party acting in concert with Aspen for the purposes of the City Code, owns or controls any Artisan Shares or holds any options over or has entered into any derivative referenced to securities of Artisan which remains outstanding on 25 June 2009, being the last Business Day prior to the date of this announcement.
13. General
Your attention is drawn to the Appendices which form part of this announcement.
The Offer Document, setting out full details of the Offer, and the related Form of Acceptance will be published as soon as practicable, and in any event within 28 days of the date of this announcement or such other date as the Panel may agree.
The Offer will not be made directly or indirectly in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction. The availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions. This announcement does not constitute, or form part of, an offer or an invitation to purchase or sell Artisan Shares or any other securities. There are no inducement fees or similar arrangements between Aspen and Artisan.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
Enquiries:
| Adrian Reed Altium (financial advisor to Aspen) | Tel: +44 (0) 161 831 9133 |
| Altium Capital Limited | |
| 5 Ralli Courts | |
| West Riverside | |
| Manchester M3 5FT |
Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aspen and for no-one else in connection with the Offer and will not be responsible to anyone other than Aspen for providing the protections afforded to clients of Altium nor for providing advice in relation to the Offer, the Offer Document, the contents of this announcement or the Form of Acceptance.
This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities.
This announcement has been made by Aspen.
Important Dealing Notice
The attention of shareholders of Artisan is drawn to the fact that under the City Code, there are certain dealing disclosure requirements in respect of relevant securities during an offer period. An offer period in respect of Artisan commenced on 22 June 2009.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Artisan, all "dealings" in any "relevant securities" of Artisan (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the offer period ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Artisan, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Artisan by Aspen or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt as to the action that you should take with regard to Rule 8 of the City Code you are requested to contact the Panel on (020) 7382 9026 for further information.
For the purposes of Rule 2.10 of the City Code, as at the date of this announcement, there were 13,326,863 Artisan Shares (excluding treasury shares) in issue. The International Securities Identification Number for the Artisan Shares is GB00B1L63P90.
Appendix A
Certain terms of the Offer
| 1. | The Offer will extend to all existing issued Artisan Shares (other than the Artisan Shares held by Aspen) and any further Artisan Shares which are unconditionally allotted or issued and fully paid before the Offer closes (including pursuant to the exercise of any outstanding options over Artisan Shares). |
| | |
| 2. | The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. In particular, the Offer will not be made directly or indirectly in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction. |
| | |
| 3. | The Artisan Shares which are the subject of the Offer will be acquired, fully paid, free from all liens, equities, charges, encumbrances, equitable interests, rights of pre-emption and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid after the date of this announcement. |
| | |
| 4. | The Offer will comply with the AIM Rules and the provisions of the City Code. The Offer and any acceptances under it will be governed by English law and be subject to the jurisdiction of the courts of England |
Appendix B
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
| "AIM" | AIM, a market operated by London Stock Exchange plc; |
| "AIM Rules" | the AIM Rules for companies as published by London Stock Exchange plc; |
| "Altium" | Altium Capital Limited; |
| "Artisan" or "the Company" | Artisan (UK) plc; |
| "Artisan Board" or "Artisan Directors" | Michael Stevens, Christopher Musselle, Michael Eyres, John Jones, John Hemingway and Norman Saunders; |
| "Artisan Group" | Artisan and its subsidiaries and subsidiary undertakings; |
| "Artisan Shareholders" | holders of Artisan Shares, and each a "Artisan Shareholder"; |
| "Artisan Shares" | the existing issued or unconditionally allotted and fully paid (or credited as fully paid) ordinary shares of 20 pence each in Artisan and any further such shares which are unconditionally allotted or issued and fully paid on or prior to the date on which the Offer closes or, subject to the provisions of the City Code, by such earlier date as Aspen may determine but excluding in both cases and such shares held or which become held in treasury; |
| "Artisan's Issued Share Capital" | the entire issued share capital of Artisan as at the date of this announcement (excluding the treasury shares), being 13,326,863 Ordinary Shares; |
| "Aspen" | Aspen Finance Limited; |
| "Aspen Director" | Michael Stevens; |
| "Business Day" | a day on which banks are generally open for business in London (excluding Saturdays, Sundays and public holidays); |
| "Canada" | Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof; |
| "certificated" or "in certificated form" | A share or other security which is not in uncertificated form (that is, not held in CREST); |
| "City Code" | the City Code on Takeovers and Mergers; |
| "Closing Price" | the middle market price of a Artisan Share at the close of business on a given day as derived from the AIM Appendix to the London Stock Exchange's Daily Official List for that day; |
| "Form of Acceptance" | the form of acceptance, election and authority (in respect of certificated Artisan Shares) relating to the Offer which will accompany the Offer Document; |
| "FSA" | the Financial Services Authority; |
| "FSMA" | the Financial Services and Markets Act 2000;
|
| "Independent Directors" | means Michael Eyres, John Jones, John Hemingway and Norman Saunders; |
| "Loan Notes" | £1,750,000 nominal of convertible unsecured loan notes of the Company; |
| "Loan Note Instrument" | the instrument dated 1 August 2008 constituting the Loan Notes; |
| "Japan" | Japan, its cities, prefectures, territories and possessions;
|
| "Offer" | the unconditional mandatory cash offer to be made by Aspen to acquire all of the Artisan Shares other than those already owned by Aspen, subject to the terms set out in this announcement, the Offer Document and, in the case of holders of certificated shares, in the Form of Acceptance; |
| "Offer Document" | the offer document to be sent to Artisan Shareholders containing the formal Offer; |
| "Offer Period" | the period commencing on 22 June 2009 and continuing until the first closing date of the Offer; |
| "Offer Price" | 34.125 pence in cash for each Artisan Share; |
| "Ordinary Shares" | ordinary shares of 20 pence each in the share capital of Artisan and "Ordinary Share" shall be construed accordingly; |
| "Panel" | the Panel on Takeovers and Mergers; |
| "Restricted Jurisdiction" | the United States, Canada, Australia, Japan, the Republic of South Africa and any other jurisdiction where the making, extension or acceptance of the Offer would violate the law of that jurisdiction; |
| "treasury shares" | any Artisan Shares held by Artisan as treasury shares (as defined in section 162A of CA 1985), being 14,592 Ordinary Shares as at the date of this announcement; |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
| "United States" | the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia; |
| "US Person" | a US person, as defined in Regulation 5 under the US Securities Act; and |
| "US Securities Act" | the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. |
All references to legislation in this announcement are to English legislation, unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
Terms defined in the CREST manual (issued by Euroclear) shall, unless the context otherwise requires, bear the same meanings where used in this announcement.