Assetco Regulatory News (ASTO)

7 Feb 2008 07:01

AssetCo PLC07 February 2008 For Immediate Release 7 February 2008 AssetCo plc NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL Trading update and cash placing to raise approximately £6.4 million Trading update On 29 November 2007, AssetCo plc ("AssetCo" or the "Company") announced itsinterim results for the six months ended 30 September 2007. These showed pretax profits up by 213% to £4.7 million (2006: £1.5 million) and EBITDA of£11.6m (2006: £8.1 million). Fully diluted EPS increased 67% to 5.5p (2006:3.3p) while net assets were £32.7m (2006: £6.5m). AssetCo is pleased to announce that the trading performance for the thirdquarter was in line with the Directors' expectations and the Board continues toview the Group's prospects with confidence. Placing of up to 3,359,932 new ordinary shares AssetCo today announces the placing to institutional investors of up to3,359,932 new ordinary shares of 25 pence each in the capital of AssetCo (the"Placing Shares") to raise approximately £6.4 million before commissions andexpenses (the "Placing"). The Placing Shares represent in aggregate up toapproximately 5 per cent. of the current issued ordinary share capital of theCompany. The Placing, which has been fully underwritten by Hoare Govett Limited ("HoareGovett") and Kaupthing Singer & Friedlander Capital Markets Limited("Kaupthing"), will be the subject of an accelerated bookbuild. AssetCo intends to utilise the proceeds from the Placing for corporatedevelopment, including funding further small bolt-on acquisitions, whilstmaintaining approximately £10 million cash on the balance sheet. The books will open with immediate effect. The books are expected to close nolater than 6.00 p.m. today, 7 February 2008, and pricing and allocations areexpected to be announced by 6.00 p.m. today, 7 February 2008. The timing ofthe closing of the books, pricing and allocations may be accelerated at theabsolute discretion of Hoare Govett and Kaupthing. The placing price in respectof the Placing Shares (the "Placing Price") will be determined by Hoare Govettand Kaupthing, after consultation with the Company, at the close of thebookbuilding process. Details of the Placing Price will be announced by theCompany as soon as practicable after the close of the bookbuilding process. The Placing is conditional on, inter alia, admission of the Placing Shares totrading on the AIM market ("AIM") of the London Stock Exchange plc("Admission") becoming effective by not later than 8.00 a.m. on 12 February2008. Application has been made to the London Stock Exchange plc for Admission. It is expected that Admission will become effective, and that dealings in the Placing Shares on AIM will commence, on 12 February 2008. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with AssetCo's existing ordinary shares, including theright to receive all dividends and other distributions declared, made or paid after the date of issue. Attention is drawn to the detailed terms and conditions of the Placing describedin the Appendix to this Announcement. Enquiries: Hoare Govett (NOMAD and Joint Corporate Broker) Steve Bowler (Corporate Finance) +44 (0) 20 7678 0317 John MacGowan (Corporate Broking) +44 (0) 20 7678 1084 Syndicate James Baker +44 (0) 20 7678 1050 Kaupthing (Joint Corporate Broker) +44 (0) 20 3205 5000 Marcus Chorley Marc Young This Announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investmentadvice in any jurisdiction. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and no one else in connectionwith the Placing and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Hoare Govett or forproviding advice in relation to the Placing or any transaction or any othermatters referred to herein. Kaupthing, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and no one else in connectionwith the Placing and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Kaupthing or forproviding advice in relation to the Placing or any transaction or any othermatters referred to herein. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. The information contained in this Announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States,Australia, Canada, Japan or the Republic of South Africa or in any jurisdictionin which such publication or distribution is unlawful. The Placing Shares havenot been and will not be registered under the US Securities Act of 1933, asamended, or under the laws of any state of the United States. ThisAnnouncement does not constitute an offer to sell or issue, or the solicitationof an offer to buy or subscribe for, securities in the United States,Australia, Canada, Japan or the Republic of South Africa or in any jurisdictionin which such offer or solicitation is unlawful and should not be relied uponin connection with any decision to acquire Placing Shares or other securitiesin the capital of the Company. There will be no public offer of Placing Sharesin the United Kingdom or elsewhere. APPENDIX TERMS AND CONDITIONS IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCHPUBLICATION OR DISTRIBUTION IS UNLAWFUL Eligible participants in the Placing MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLINGWITHIN ARTICLE 49(2) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONSETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND AREPERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 ("FSMA") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN AND ITS CONTENTS MUST NOT BE ACTED ON OR RELIED ON BYPERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TOWHICH THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIXMUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THISAPPENDIX DO NOT CONSTITUTE AN OFFER, OR FORM PART OF, ANY OFFER TO PURCHASE ORSUBSCRIBE FOR ANY SECURITIES IN ASSETCO PLC (THE "COMPANY"). THE NEW ORDINARYSHARES TO BE ISSUED BY THE COMPANY (THE "PLACING SHARES") THAT ARE THE SUBJECTOF THE PLACING REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDERTHE US SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR UNDER ANYAPPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFERED ORSOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OFA TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITEDSTATES. 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 bedeemed to have read and understood this Announcement (including this Appendix)in its entirety and to be making such offer on the terms and conditionscontained in this Appendix, and to be providing the representations, warranties,agreements, acknowledgements and undertakings, in each case as contained in thisAppendix. In particular, each Placee represents, warrants and acknowledges that it: 1. is a Relevant Person; and 2. is outside the United States and is acquiring the Placing Shares in an"offshore transaction" (within the meaning of Regulation S under the SecuritiesAct). In this Appendix, unless the context otherwise requires, Placee means a RelevantPerson (including individuals, funds or others) by whom or on whose behalf acommitment to subscribe for Placing Shares has been, or is proposed to be,given. This Announcement (including this Appendix) does not constitute or form part ofany offer or invitation to sell or issue, or any solicitation of any offer topurchase or subscribe for, any Placing Shares in the United States, AustraliaCanada, Japan or the Republic of South Africa or in any other jurisdiction inwhich such offer or solicitation is or may be unlawful and the informationcontained herein is not for publication or distribution to persons in the UnitedStates, Australia Canada, Japan or the Republic of South Africa or in anyjurisdiction in which such publication or distribution is unlawful. Any failureto comply with these restrictions may constitute a violation of US, Australian,Canadian, Japanese or South African securities laws. Persons receiving thisAnnouncement (including, without limitation, custodians, nominees and trustees)must not distribute, mail or send it in, into or from the United States, or usethe United States mails, directly or indirectly, in connection with the Placing,and by so doing may invalidate any related purported application for PlacingShares. The Placing Shares have not been and will not be registered under theSecurities Act or under the securities laws of any state or other jurisdictionof the United States, and, subject to certain exceptions from the appropriaterequirements of such jurisdiction, may not be offered or sold, resold ordelivered, directly or indirectly in or into the United States. No publicoffering of the Placing Shares is being made in the United States. The PlacingShares are being offered and sold outside the United States in reliance onRegulation S. The distribution of this Announcement (including this Appendix) and the Placingand/or issue of the Placing Shares in certain other jurisdictions may berestricted by law. No action has been taken by the Company, Hoare Govett Limited("Hoare Govett") or Kaupthing Singer & Friedlander Capital Markets Limited("Kaupthing" and together with Hoare Govett the "Banks") that would permit anoffer of the Placing Shares or possession or distribution of this Announcement(including this Appendix) or any other offering or publicity material relatingto such Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this Announcement (including thisAppendix) comes are required by the Company and the Banks to inform themselvesabout and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares The Banks have entered into a conditional placing agreement with the Company(the "Placing Agreement") whereby the Banks have, on the terms and subject tothe conditions set out therein, agreed to use their reasonable endeavours asagents for and on behalf of the Company to procure Placees for the PlacingShares and, failing which, to subscribe themselves for the Placing Shares. The Placing Shares will when issued be credited as fully paid and will rank paripassu in all respects with the existing issued ordinary shares of 25 pence eachof the Company, including the right to receive all dividends and otherdistributions declared, made or paid in respect of such ordinary shares afterthe date of issue of the Placing Shares. Application for admission to trading Application will be made to the London Stock Exchange plc (the "London StockExchange") for admission of the Placing Shares to the AIM market of the LondonStock Exchange ("Admission"). It is expected that Admission will take place anddealings in the Placing Shares will commence on 12 February 2008. Bookbuilding process Commencing today, each of the Banks will be conducting an acceleratedbookbuilding process (the "Bookbuilding Process") to determine demand forparticipation in the Placing. This Appendix gives details of the terms andconditions of, and the mechanics of participation in, the Placing. Nocommissions will be paid to Placees or by Placees in respect of their agreementto subscribe for any Placing Shares. The Banks will be entitled to effect the Placing by such alternative method tothe Bookbuilding Process as they may, in their sole discretion, determine. Tothe fullest extent permissible by law, neither of the Banks nor any of theirholding companies nor any subsidiary, branch or affiliate of either Bank or ofany such holding company (each an "Affiliate") shall have any liability toPlacees (or to any other person whether acting on behalf of a Placee orotherwise) in connection with the Placing or the Bookbuilding Process or suchalternative method of effecting the Placing. In particular, neither Bank nor anyAffiliate thereof shall have any liability in respect of its conduct of theBookbuilding Process or of such alternative method of effecting the Placing asthe Banks may determine. Participation in, and principal terms of, the Bookbuilding Process By participating in the Bookbuilding Process and the Placing, Placees will bedeemed to have read and understood this Announcement (including this Appendix)in its entirety and to be participating and making an offer for Placing Shareson the terms and conditions, and to be providing the representations,warranties, acknowledgements and undertakings, contained in this Appendix. TheCompany will make a further announcement following the close of the BookbuildingProcess detailing the number of Placing Shares to be issued and the price atwhich the Placing Shares have been placed (the "Closing Announcement"). The Banks (whether through themselves or their Affiliates) are arranging thePlacing as agents of the Company. Each of the Banks and their respective Affiliates are entitled to participate asprincipal in the Bookbuilding Process. The Bookbuilding Process will establish a single price (the "Placing Price")payable to the Banks by all Placees. The Bookbuilding Process is expected toclose no later than 6.00 p.m. London time today, 7 February 2008, but may beclosed earlier at the sole discretion of the Banks. Each Bank may, at its solediscretion, accept bids that are received after the Bookbuilding Process hasclosed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A person who wishes to participate in the Bookbuilding Process shouldcommunicate its offer by telephone to its usual sales contact at ABN AMRO BankN.V. (London branch) or James Baker at Hoare Govett on +44 0207 678 1050 orMarcus Chorley at Kaupthing on +44 0207 3205 5000.. If successful, an allocationwill be confirmed orally by the relevant Bank to such person following the closeof the Bookbuilding Process, and a contract note (the "Contract Note") settingout settlement instructions will be despatched as soon as possible thereafter.The relevant Bank's oral confirmation will constitute a legally bindingcommitment upon such person (who will at that point become a Placee) tosubscribe for the number of Placing Shares allocated to that Placee at thePlacing Price and otherwise on the terms and conditions set out in this Appendixand in accordance with the Company's memorandum and articles of association,conditional upon Admission. Each Placee's obligations will be owed to theCompany and to the relevant Bank through whom such Placee submitted its offer.Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to the relevant Bank, to pay to it (or as it may direct) incleared funds an amount equal to the product of the Placing Price and the numberof Placing Shares such Placee has agreed to subscribe for. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. EachBank's obligations under the Placing Agreement are conditional, inter alia,upon: (a) the publication of the Closing Announcement through a Regulatory InformationService by not later than 6.00 p.m. on 7 February 2008; and (b) Admission taking place by no later than by 8.00 a.m. on 12 February 2008. If (a) any of the conditions contained in the Placing Agreement are notfulfilled or waived by both Banks by the respective time or date where specified(or such later time or date as the Banks and the Company may agree but not laterthan 3.00 p.m. on 22 February 2008) or (b) the Placing Agreement is terminatedin the circumstances specified below, the Placing will lapse and the Placees'rights and obligations hereunder shall cease and terminate at such time and eachPlacee agrees that no claim can be made by or on behalf of the Placee (or anyperson on whose behalf the Placee is acting) in respect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations cease and terminate only in the circumstances described aboveand will not be capable of rescission or termination by it. The Banks may, at their discretion and upon such terms as they think fit, waivecompliance by the Company with, or extend the time and/or date for fulfilment bythe Company of, the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement. Any such extension orwaiver will not affect Placees' commitments as set out in this Announcement. Neither of the Banks, the Company nor any of their respective directors,officers, employees or advisers shall have any liability to any Placee (or toany other person whether acting on behalf of a Placee or otherwise) in respectof any decision the Banks may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement Either of the Banks, acting severally and not jointly or jointly and severallymay, at any time before Admission, terminate the Placing Agreement in accordancewith the terms of the Placing Agreement by giving notice to the Company incertain circumstances, including the occurrence of a force majeure event or amaterial adverse change in the financial or trading condition of AssetCo and itssubsidiaries (the "Group"). If the Banks' obligations under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement (including this Appendix) shallcease and terminate at such time and no claim can be made by any Placee inrespect thereof. By participating in the Placing, each Placee agrees with the Banks that theexercise by either of the Banks of any right of termination or other discretionunder the Placing Agreement shall be within the absolute discretion of such Bankand that such Bank need not make any reference to any such Placee and that suchBank shall have no liability whatsoever to any such Placee (or to any otherperson whether acting on behalf of a Placee or otherwise) in connection with theexercise of such rights. No prospectus No prospectus, admission document or other offering document has been or will besubmitted to be approved by the FSA in relation to the Placing and the Placees'commitments will be made solely on the basis of the information contained inthis Announcement (including this Appendix), any information published by or onbehalf of the Company in accordance with the AIM Rules and the annual report andaccounts and interim financial statements of the Company which can be found inthe "Annual Reports" section in the Company's website http://www.assetco.com(the "Website Information"). Each Placee, by accepting a participation in thePlacing, agrees and confirms that it has neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofthe Banks or the Company and neither of the Banks nor the Company will be liablefor any Placee's decision to participate in the Placing based on any otherinformation, representation, warranty or statement. Each Placee acknowledges andagrees that it has relied on its own investigation of the business, financialand trading position of the Group in accepting a participation in the Placing.Nothing in this paragraph shall exclude the liability of any person forfraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB0033997387) followingAdmission will take place within the CREST system, subject to certainexceptions. Each of the Banks reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement (including thisAppendix) or would not be consistent with the regulatory requirements in anyPlacee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a Contract Notestating the number of Placing Shares allocated to it, the Placing Price, theaggregate amount owed by such Placee to the relevant Bank and settlementinstructions. ABN AMRO Bank N.V. (London Branch) is acting as Hoare Govett's,and in certain cases, Kaupthing's settlement agent. Placees should settleagainst the relevant CREST stock account which Hoare Govett or Kaupthing (asappropriate) will communicate to them. It is expected that such Contract Notes will be despatched today, 7 February2008 and that the trade date will be 7 February 2008. Each Placee agrees that itwill do all things necessary to ensure that delivery and payment is completed inaccordance with the settlement instructions set out in the Contract Note. It is expected that settlement will be on 12 February 2008 in accordance withthe instructions set out in the Contract Note. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above and in the Contract Noteat the rate of 2 percentage points above the base rate of Barclays Bank Plc. Each Placee is deemed to agree that if it does not comply with theseobligations, the relevant Bank may sell any or all of the Placing Sharesallocated to that Placee on such Placee's behalf and retain from the proceeds,for the relevant Bank's account and benefit, an amount equal to the aggregateamount owed by the Placee plus any interest due. The relevant Placee will,however, remain liable for any shortfall below the aggregate amount owed by itand may be required to bear any stamp duty or stamp duty reserve tax (togetherwith any interest or penalties) which may arise upon the sale of such PlacingShares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the Contract Note is copied and delivered immediatelyto the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below (and in particular subject to paragraph 14 below), be soregistered 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 beentitled to receive any fee or commission in connection with the Placing. Representations and warranties By participating in the Bookbuilding Process, each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcement (including thisAppendix) in its entirety and acknowledges that its participation in the Placingwill be governed by the terms of this Appendix; 2. represents and warrants that it has received this Announcement (includingthis Appendix) solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus, admissiondocument or other offering document in connection with the Placing andacknowledges that no prospectus, admission document or other offering documenthas been prepared in connection with the Placing; 4. acknowledges that neither of the Banks, nor any of their respectiveAffiliates nor any person acting on behalf of any of them nor the Company andits affiliates has provided, and will not provide it with any material regardingthe Placing Shares or the Group other than this Announcement (including thisAppendix) nor has it requested either of the Banks, any of their respectiveAffiliates or any person acting on behalf of any of them to provide it with anysuch information; 5. acknowledges that the content of this Announcement (including this Appendix)is exclusively the responsibility of the Company and that neither of the Banks,nor any of their respective Affiliates nor any person acting on behalf of any ofthem have or shall have any liability for any information, representation orstatement contained in this Announcement (including this Appendix) or anyinformation previously published by or on behalf of the Company and will not beliable for any Placee's decision to participate in the Placing based on anyinformation, representation or statement contained in this Announcement(including this Appendix) or otherwise. Each Placee represents, warrants andagrees that when making its investment decision to purchase the Placing Sharesit has relied only on information contained in this Announcement (including thisAppendix), any information published by or on behalf of the Company inaccordance with the AIM Rules and the Website Information, such informationbeing all that it deems necessary to make an investment decision in respect ofthe Placing Shares and that it has relied on its own investigation with respectto the Placing Shares and the Group in connection with its decision to subscribefor the Placing Shares and acknowledges that it is not relying on anyinvestigation that either of the Banks, any of their respective Affiliates orany person acting on behalf of any of them may have conducted with respect tothe Placing Shares or the Group and none of such persons has made anyrepresentations to it, express or implied, with respect thereto; 6. acknowledges that it has not relied on any information relating to the Groupcontained in any research reports prepared by either of the Banks, any of theirrespective Affiliates or any person acting on behalf of any of them andunderstands that neither of the Banks, nor any of their respective Affiliatesnor any person acting on behalf of any of them: (i) have or shall have anyliability for public information or any representation; (ii) have or shall haveany liability for any additional information that has otherwise been madeavailable to such Placee, whether at the date of publication, the date of theannouncement or otherwise; and (iii) make any representation or warranty,express or implied, as to the truth, accuracy or completeness of suchinformation, whether at the date of publication, the date of the announcement orotherwise; 7. represents and warrants that it, or the beneficial owner, as applicable, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it, or the beneficial owner, asapplicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities (including anyapplicable foreign exchange rules); 8. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to subscribe for the Placing Shares and toexecute and deliver all documents necessary for such subscription; 9. represents and warrants that it (or if acquiring the Placing Shares asfiduciary or agent for any investor account, such investor) will be thebeneficial owner of such Placing Shares and that the beneficial owner of suchPlacing Shares will not at the time the Placing Shares are acquired be aresident of Australia, Canada, Japan or the Republic of South Africa or theirrespective territories or possessions; 10. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any of theStates of the United States, or under the securities legislation of Australia,Canada, Japan or the Republic of South Africa and their respective territoriesand possessions and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 11. represents and warrants that it is not a resident of or located in theUnited States or acting in a non-discretionary basis for a person in the UnitedStates and is purchasing the Placing Shares in an "offshore transaction" inaccordance with Regulation S under the Securities Act; 12. acknowledges (and confirms that each beneficial owner of the Placing Shareshas been advised) that the Placing Shares have not been and will not beregistered under the Securities Act or under any applicable state securitieslaws, nor approved or disapproved by the US Securities and Exchange Commission,any state securities commission in the United States or any other United Statesregulatory 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 andregulations; 14. represents and warrants that the allocation, allotment, issue and deliveryto it, or the person specified by it for registration as holder, of PlacingShares will not give rise to a liability under any of sections 67, 70, 93 or 96of the Finance Act 1986 (depositary receipts and clearance services) and thatthe Placing Shares are not being subscribed for by it in connection witharrangements to issue depositary receipts or to transfer Placing Shares into aclearance system; 15. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007(the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 16. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19(2) and/or 49(2) of the Order and is a personwho falls within paragraph (7) of section 86 of the FSMA; 17. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept in circumstances which have not resulted and which will not result in anoffer to the public in the United Kingdom within the meaning of the ProspectusRules made by the FSA pursuant to Part VI of the FSMA; 18. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 19. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 20. represents and warrants that it and any person acting on its behalf isentitled to subscribe for the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to participating inthe Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement (including this Appendix) and to make the foregoingrepresentations, acknowledgments, warranties and agreements) and will honoursuch obligations; 21. undertakes that it (and any person acting on its behalf) will make paymentfor the Placing Shares allocated to it in accordance with this Announcement(including this Appendix) and the Contract Note on the due time and date set outherein, failing which the relevant Placing Shares may be placed with othersubscribers or sold as the relevant Bank may in its sole discretion determineand without liability to such Placee; 22. acknowledges that neither of the Banks, nor any of their respectiveAffiliates nor any person acting on behalf of any of them are making anyrecommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Placing nor providing advice inrelation to the Placing nor the exercise or performance of any of either Bank'srights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 23. undertakes that the person who it specifies for registration as holder ofthe Placing Shares will be (i) itself or (ii) its nominee, as the case may be.Neither of the Banks nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Placees acknowledge that the Placing Shares will be credited to theCREST stock account of ABN AMRO Bank N.V. (London branch) or Kaupthing as shallbe directed by Hoare Govett and Kaupthing, who will hold them as nominee for thesubscribers of such shares until settlement in accordance with its standingsettlement instructions; 24. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith English law and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the courts ofEngland as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or the Banks in any jurisdiction in whichthe relevant Placee is incorporated or in which any of its securities have aquotation on a recognised stock exchange; 25. acknowledges that either Bank may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so; 26. agrees that the Company, the Banks and others will rely upon the truth andaccuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to each Bank on its own behalf and on behalf of theCompany and are irrevocable; and 27. agrees to indemnify and hold the Company and the Banks harmless from any andall costs, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach by it (or any person on whosebehalf it is acting) of the representations, warranties, acknowledgements,agreements and undertakings in this Appendix and further agrees that theprovisions of this Appendix shall survive after completion of the Placing. The Company, the Banks and others will rely upon the truth and accuracy of theforegoing representations, warranties and acknowledgements. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor the Banks will be responsible andthe Placee to whom (or on behalf of whom, or in respect of the person for whomit 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 stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and the Banks in the event that any of the Company and/orany Bank has incurred any such liability to UK stamp duty or stamp duty reservetax. In addition, Placees should note that they will be liable to pay any capitalduty, stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on thesubscription by them for any Placing Shares or the agreement by them tosubscribe for any Placing Shares. All times and dates in this Announcement (including this Appendix) may besubject to amendment. The Banks shall notify the Placees and any person actingon behalf of the Placees of any changes. This Announcement (including thisAppendix) has been issued by the Company and is the sole responsibility of theCompany. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and for no one else solely inconnection with the Placing and will not be responsible to anyone other than theCompany for providing the protections afforded to customers of Hoare Govett orfor providing advice in relation to the Placing or any transaction or any othermatters referred to herein. Kaupthing, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and no one else in connectionwith the Placing and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Kaupthing or forproviding advice in relation to the Placing or any transaction or any othermatters referred to herein. When a Placee or person acting on behalf of the Placee is dealing with either ofthe Banks, any money held in an account with such Bank on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bank's money inaccordance with the client money rules and will be used by the Bank in thecourse of its own business; and the Placee will rank only as a general creditorof the Bank. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This information is provided by RNS The company news service from the London Stock Exchange