Castelnau Group Regulatory News (CGL)

9 Mar 2006 07:03

Catlin Group Limited09 March 2006 This announcement is not for publication or distribution, directly orindirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful. 9 March 2006 Catlin Group Limited Issue of equity Catlin Group Limited ("Catlin" or the "Group"), the international property andcasualty insurer and reinsurer, today announces a bookbuilt cash placing (the"Placing") of up to 7,704,900 new common shares, representing approximately 5per cent. of the Group's issued stockholders' equity. Catlin has also released today its preliminary results for the year ended 31December 2005, contained in a separate announcement. The funds raised from the Placing, together with plans to raise approximately$150 million of subordinated debt in the coming months, will provide Catlin withadditional financial flexibility to take advantage of the underwritingopportunities Catlin sees in 2006 and beyond while further strengthening theGroup's capital position. Catlin has withstood an unprecedented level ofhurricane loss in 2005 and its stockholders' equity, which has been unimpairedby this loss, remains strong. 2006 is likely to present good new underwriting opportunities across many partsof the Group's portfolio and it expects growth in all of its platforms, notleast at Catlin US and in the network of overseas offices. To ensure that it iswell positioned to develop these opportunities, it is proposing to increase itscapital by placing up to 7,704,900 new common shares, approximately 5 per cent.of the Group's share capital. The Group also intends to improve its debtstructure in the coming months, raising approximately $150 million ofsubordinated debt, giving further financial flexibility. Stephen Catlin, CEO of Catlin, said: "We see significant underwriting opportunities in 2006 and beyond. The raisingof this capital will give us further strength and financial flexibility to takeadvantage of these opportunities." JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as Sole Bookrunner andJoint Lead Manager for the Placing. UBS Limited ("UBS" or "UBS Investment Bank")is acting as Joint Lead Manager for the Placing. In this announcement, referenceto the "Managers" shall denote JPMorgan Cazenove and UBS. The proposed issue of up to 7,704,900 new common shares of $0.01 each in theshare capital of the Company (the "Placing Shares") will take place at a priceestablished through an accelerated bookbuilding process (the "BookbuildingProcess"). It is expected that the books will close no later than 4.30 p.m. on 9March 2006 and pricing and allocations are expected to be set as soon aspracticable thereafter. JPMorgan Cazenove reserves the right to close thebookbuilding process and announce pricing and allocations at any earlier orlater time. The Placing will take place in accordance with the terms andconditions set out in the Appendix to this announcement. The Placing Shares will be credited as fully paid and will rank equally in allrespects with the existing common shares of $0.01 each in the share capital ofthe Company ("Common Shares"), including the right to receive all dividends andother distributions declared, made or paid after the date of issue of thePlacing Shares, including (without limitation) the final dividend referred to inthe Company's preliminary results announcement of earlier today. Applicationwill be made to the Financial Services Authority (the "FSA") for the PlacingShares to be admitted to the Official List maintained by the FSA and to tradingby the London Stock Exchange plc (the "Exchange") on its market for listedsecurities ("Admission"). Placees who wish to hold their investment in the Company in uncertificated formwill not be issued with Common Shares but with dematerialised depositaryinterests issued by Capita IRG Trustees Limited (the "Depositary") as depositaryin respect of underlying Common Shares. The Depositary Interests are createdpursuant to and issued on the terms of a deed poll executed by the Depositary infavour of the holders of Depositary Interests from time to time. The underlyingCommon Shares will be issued by the Company to the Depositary and will besubject to the existing depositary agreement between the Company and theDepositary. Full details of these depositary arrangements are contained in thelisting particulars published by the Company at the time of its originallisting. References to Placing Shares in this announcement should, as thecontext requires, be construed as including the Common Shares and the CommonShares in the form of such Depositary Interests. Settlement for any Placing Shares issued pursuant to the Placing, as well asAdmission, is expected to take place on 14 March 2006. This summary should be read in conjunction with the full text of the followingannouncement. The Placing Shares have not been registered under the U.S. Securities Act of1933 and may not be offered or sold in the United States absent registration oran applicable exemption from registration under the Securities Act andapplicable state securities laws. This announcement does not constitute an offerto sell or the solicitation of an offer to buy, nor shall there be any sale ofthese securities in any state in which such offer, solicitation or sale would beunlawful. Catlin does not propose to offer or sell the Placing Shares to thepublic in the United States. Enquiries: Catlin JPMorgan CazenoveMedia Relations Tim WiseJames Burcke, Head of Communications Conor HilleryTel: +44 (0)20 7458 5710 Tel: +44 (0)20 7588 2828Mobile: +44 (0)7958 767 738E-mail:james.burcke@catlin.com Liz Morley, The Maitland Consultancy UBS Investment BankTel: +44 (0)20 7379 5151 Phil ShelleyE-mail:emorley@maitland.co.uk Tel: +44 (0) 20 7568 2730 Investor Relations William Spurgin, Head of Investor RelationsTel: +44 (0)20 7458 5726Mobile: +44 (0)7710 314 365E-mail:william.spurgin@catlin.com This announcement does not constitute an invitation to underwrite, subscribe foror otherwise acquire or dispose of any Common Shares. Past performance is noguide to future performance and any investment decision to buy Placing Sharesmust be made solely on the basis of Publicly Available Information (as definedin the Appendix). Persons needing advice should consult an independent financialadviser. This announcement is not for publication or distribution, directly orindirectly, in or into the United States, Canada, Australia, Japan, South Africaor any jurisdiction in which the same would be unlawful. This announcement isfor information only and does not constitute an offer or invitation to acquireor dispose of Shares in the United States or any jurisdiction in which the samewould be unlawful. The shares have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act") and may not beoffered or sold in the United States except pursuant to an exemption from, or ina transaction not subject to, the requirements of the Securities Act. There willbe no public offer of Shares in the United States, the United Kingdom orelsewhere. The distribution of this announcement and the offering or sale of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company, JPMorgan Cazenove or UBS that would permit anoffering of such shares or possession or distribution of this announcement orany other offering or publicity material relating to such shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company, JPMorganCazenove and UBS to inform themselves about, and to observe, any suchrestrictions. This announcement is the sole responsibility of the Company. No representationor 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 JPMorgan Cazenoveor UBS or by any of their respective affiliates or agents as to or in relationto, the accuracy or completeness of this announcement, or any other written ororal information made available to or publicly available to any interested partyor its advisers, and any liability therefor is hereby expressly disclaimed. JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting forthe Company in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to clients of JPMorgan Cazenove nor for providing advice in relation tothe Placing. UBS is acting for the Company in connection with the Placing and no one else andwill not be responsible to anyone other than the Company for providing theprotections afforded to clients of UBS nor for providing advice in relation tothe Placing. APPENDIX: TERMS AND CONDITIONS IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THEANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FORINFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO: (A) HAVEPROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHINARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIALPROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS FALLING WITHINARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,ETC"); (B) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF SECTION 86(7) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"); AND (C) HAVE BEEN INVITED TOPARTICIPATE IN THE PLACING BY JPMORGAN CAZENOVE OR UBS (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISAPPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN THE COMPANY. If you have been invited and choose to participate in the Placing by making anoral offer to acquire Placing Shares you will be deemed to have read andunderstood this Appendix and the announcement of which it forms part in theirentirety and to be making such offer on the terms and conditions, and to beproviding the representations, warranties and acknowledgements, contained inthis Appendix. In particular you represent, warrant and acknowledge that you area Relevant Person. Further, you represent and agree that you are either (a) a"qualified institutional buyer" (as defined in Rule 144A under the SecuritiesAct) or (b) you are outside the United States and are subscribing for PlacingShares in an "offshore transaction" (within the meaning of Regulation S). Seethe "Representations and Warranties" section below in this Appendix for furtherrepresentations and warranties you will be deemed to make by participating inthe Bookbuilding. Qualified institutional buyers will be deemed to have madecertain additional representations, warranties and acknowledgements contained inan investor letter in a form provided to them on behalf of the Managers. This Appendix and the announcement of which it forms part do not constitute anoffer to sell or the invitation or solicitation of an offer to buy or subscribefor Common Shares in the United States, Canada, Australia, Japan, South Africaor in any jurisdiction in which such offer or solicitation is unlawful (the"Restricted Jurisdictions") and the information contained herein is not forpublication or distribution, directly or indirectly, to persons in anyRestricted Jurisdiction (except to qualified institutional buyers to whom offersmay be made in accordance with the terms of the Placing Agreement (as definedbelow)). In particular, this appendix and the announcement of which it formspart are not an offer for sale of the securities in the United States, and thesecurities may not be sold in the United States absent registration or anexemption from registration under the U.S. Securities Act of 1933, as amended.Accordingly, the Placing Shares may not (unless an exemption under the relevantsecurities laws is applicable) be offered, sold, resold or delivered, directlyor indirectly, in or into the United States, Canada, Australia, Japan, SouthAfrica or any other jurisdiction outside the United Kingdom. OverseasShareholders (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Appendix or theannouncement of which it forms part to a jurisdiction outside the United Kingdomshould seek appropriate advice before taking any action. The distribution of this announcement and the placing of Placing Shares incertain other jurisdictions may be restricted by law. No action has been takenby JPMorgan Cazenove, UBS or the Company that would permit an offer of suchCommon Shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such Common Shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by JPMorgan Cazenove, UBS andthe Company to inform themselves about and to observe any such restrictions. Details of the Placing Agreement, the Placing Shares and Depositary Interests JPMorgan Cazenove has been appointed sole bookrunner and joint lead manager tothe Placing. UBS has been appointed joint lead manager to the Placing. JPMorganCazenove, UBS and J.P. Morgan Securities Ltd. (together the "Banks") haveentered into a placing agreement (the "Placing Agreement") with the Companywhereby JPMorgan Cazenove and UBS have, on the terms and subject to theconditions set out therein, undertaken to use their respective reasonableendeavours as agents of the Company to procure Placees to subscribe for thePlacing Shares. The Placing is not underwritten, save as to settlement risk byPlacees. Underwriting of such settlement risk is by J.P. Morgan Securities Ltd.in respect of Placees procured by JPMorgan Cazenove and by UBS in respect ofPlacees procured by it. Any subscription amounts received by JPMorgan Cazenoveand/or UBS in respect of the Placing Shares are received as agent for and onbehalf of the Company in accordance with the terms of the Placing Agreement. The Placing Shares will be credited as fully paid and will rank equally in allrespects with the existing issued Common Shares including the right to receiveall dividends and other distributions declared, made or paid in respect of suchCommon Shares after the date of issue of the Placing Shares, including (withoutlimitation) the final dividend referred to in the Company's preliminary resultsannouncement of earlier today. In this Appendix, unless the context otherwiserequires, "Placee" or "you" means a Relevant Person (including individuals,funds or others) by whom or on whose behalf a commitment to subscribe forPlacing Shares has been given. Placees who wish to hold their investment in the Company in uncertificated formwill not be issued with Common Shares but with Depositary Interests issued byCapita IRG Trustees Limited as the Depositary. The Depositary Interests arecreated pursuant to and issued on the terms of a deed poll executed by theDepositary in favour of the holders of the Depositary Interests from time totime (the "Deed Poll"). The underlying Common Shares will be issued by theCompany to the Depositary and will be subject to the existing depositaryagreement between the Company and the Depositary (the "Depositary Agreement").Full details of these depositary arrangements are contained in the listingparticulars published by the Company at the time of its original listing. Application for listing and admission to trading Application will be made to the FSA for admission of the Placing Shares to theOfficial List maintained by the FSA (the "Official List") and to the Exchangefor admission to trading of the Placing Shares on its market for listedsecurities. It is expected that Admission will take place and that dealings inthe Placing Shares will commence no later than 14 March 2006. Bookbuilding Commencing today, JPMorgan Cazenove will be conducting an acceleratedbookbuilding process (the "Bookbuilding Process") for participation in thePlacing. JPMorgan Cazenove and UBS as Managers will seek to procure Placees aspart of this Bookbuilding Process. This Appendix gives details of the terms andconditions of, and the mechanics of participation in, the Bookbuilding Process.No commissions will be paid to Placees or by Placees in respect of any PlacingShares. Principal terms of the Bookbuilding Process 1. JPMorgan Cazenove and UBS are arranging the Placing as agents of the Company. 2. Participation will only be available to persons invited to participate by JPMorgan Cazenove and UBS. 3. JPMorgan Cazenove and UBS are entitled to enter bids as principal in the Bookbuilding Process. 4. The Bookbuilding Process will establish a single price (the "Placing Price")payable by all Placees. The Placing Price will be agreed between JPMorgan Cazenove and the Company following completion of the Bookbuilding Process and any discount to the market price of the Common Shares will be determined in accordance with the Listing Rules and IPC guidelines. 5. Once you have been invited to bid in the Bookbuilding Process, you should communicate your bid to your usual sales contact at JPMorgan Cazenove or UBS, as the case may be. Your bid should state the number of Placing Shares for which you wish to subscribe or the total monetary amount which you are offeringto subscribe for Placing Shares at either the Placing Price which is ultimatelyestablished by the Company and JPMorgan Cazenove or at prices up to a price limit specified in your bid. 6. JPMorgan Cazenove reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at JPMorgan Cazenove's absolute discretion. 7. The Bookbuilding Process is expected to close no later than 4.30 p.m. on 9 March 2006, but may be closed earlier or later at the sole discretion of JPMorgan Cazenove. JPMorgan Cazenove may, at its sole discretion, accept bids that are received after the Bookbuilding Process has closed. 8. If successful, your allocation will be confirmed to you orally following the close of the Bookbuilding Process, and a conditional contract note will be dispatched as soon as possible thereafter. Oral confirmation from JPMorgan Cazenove or UBS (as the case may be) to you, following completion of the Bookbuilding Process, will constitute a legally binding commitment upon you to subscribe for the number of Placing Shares allocated to you on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association and Bye-laws and (where applicable) the Deed Poll and the Depositary Agreement. 9. The Company will make a further announcement following the close of the Bookbuilding Process detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed (the "Pricing Announcement"). It is expected that such announcement will be made by as soon aspracticable after the close of the Bookbuilding Process. 10. A bid in the Bookbuilding Process will be made on the terms and conditionsin this Appendix and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuilding Process. Conditions of the Placing The Placing is conditional, inter alia, on (a) admission of the Placing Shares to the Official List becoming effective andthe admission of the Placing Shares to trading on the Exchange's market forlisted securities becoming effective and the commencement of trading of thePlacing shares on such market following admission by no later than 8.00 a.m. on14 March 2006 (or such later time and/or date as the Company and the Banks mayagree); (b) the warranties contained in the Placing Agreement (the "Warranties") beingtrue and accurate and not misleading at all times before Admission; (c) the Company complying with its obligations under the Placing Agreement; and (d) the Deed Poll and the Depositary Agreement not having been terminated. If (i) the conditions above are not satisfied or (where applicable) waived bythe Banks within the stated time period or (ii) the Placing Agreement isterminated in the circumstances specified below, the Placing will lapse and yourrights and obligations hereunder shall cease and determine at such time and noclaim can be made by you in respect thereof. By participating in the Bookbuilding Process you agree that your rightshereunder are conditional upon the Placing Agreement becoming unconditional inall respects and that your rights and obligations will terminate only in thecircumstances described above (or otherwise in circumstances in which the Banksmay be entitled to terminate the Placing Agreement) and will not be capable ofrescission or termination by you. The Banks reserve the right (with theagreement of the Company) to waive or to extend the time and/or date forfulfilment of any of the conditions in the Placing Agreement. Any such extensionor waiver will not affect Placees' commitments. None of the Banks shall have anyliability to any Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in respect of any decision it may make as to whether or notto waive or to extend the time and/or date for the satisfaction of any conditionin the Placing Agreement. Right to terminate under the Placing Agreement The Banks may by notice in writing to the Company prior to commencement oftrading in the Placing Shares terminate their obligations under the PlacingAgreement if (inter alia): (a) any Warranty is not true or accurate, or is misleading, by reference tofacts and circumstances at any time prior to Admission in a way that is materialin the context of the Placing; (b) the Company fails in any material respect to comply with its obligationsunder the Placing Agreement; (c) in the opinion of the Banks, there has been a material adverse change in oraffecting the Company's group taken as a whole; or (d) in the opinion of the Banks there has been, in any way that would prejudicethe success of the Placing: (i) a change in national or international financial,political, economic or stock market conditions; (ii) an incident of terrorism,outbreak or escalation of hostilities, war, declaration of martial law or othercalamity or crisis; (iii) a suspension or material limitation in trading ofsecurities generally on any stock exchange; or (iv) any change in currencyexchange rates or exchange controls or a disruption of settlement systems or amaterial disruption in commercial banking. By participating in the Bookbuilding Process you agree with the Banks that theexercise by them of any right or termination or other discretion under thePlacing Agreement shall be within their absolute discretion and that the Banksneed make no reference to you, and shall have no liability to you whatsoever, inconnection with such discretion or any exercise of it. No Prospectus Invitations to subscribe for the Placing Shares are being made to a limitednumber of specifically invited persons only and will not be offered in such away as to require a prospectus in the United Kingdom. No prospectus has been orwill be submitted to be approved by the FSA in relation to the Placing Sharesand the Placees' commitments will be made solely on the basis of the informationcontained in this announcement, the Pricing Announcement, and any informationpublicly announced to a Regulatory Information Service by or on behalf of theCompany prior to the date of this announcement (together, the "PubliclyAvailable Information"). In addition, as the Placing Shares are not beingoffered in such a way in the United Kingdom so as to require a prospectus, then,pursuant to the provisions of the Companies Act 1981 of Bermuda, the Companywill not be required to publish and file a prospectus with the Registrar ofCompanies in Bermuda in reliance upon the Company's exemption from filing in theUnited Kingdom under the provisions of, and a regulated by, the FinancialServices Authority. Each Placee, by accepting a participation in the Placing,agrees that the contents of this announcement and the Company's resultsannouncement of earlier today are exclusively the responsibility of the Company,that it has neither received nor relied on any other information,representation, warranty or statement made by or on behalf of JPMorgan Cazenove,UBS and the Company, and that JPMorgan Cazenove and UBS will not be liable forany Placee's decision to accept this invitation to participate in the Placingbased on any such information, representation, warranty or statement. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Each of JPMorganCazenove and UBS reserves the right to require settlement for and delivery ofthe Placing Shares to Placees procured by it by such other means that it deemsnecessary if delivery or settlement is not possible within the CREST systemwithin the timetable set out in this announcement or would not be consistentwith the regulatory requirements in the Placee's jurisdiction. If you are allocated any Placing Shares in the Bookbuilding Process you will besent a conditional contract note confirming the contract concluded uponacceptance of your earlier oral offer and also confirming the Placing Price andthe aggregate amount due in respect of your allocation of Placing Shares.Settlement will be on a T+3 basis and settlement is therefore expected to takeplace on 14 March 2006. Interest is chargeable daily on payments to the extentthat value is received after the due date at the rate of 5 percentage pointsabove prevailing LIBOR. If you do not comply with these obligations, JPMorganCazenove or UBS (as the case may be) may sell your Placing Shares on your behalfand retain from the proceeds, for its own account and benefit, an amount equalto the Placing Price plus any interest due. You will, however, remain liable forany shortfall below the Placing Price and you may be required to bear any stampduty or stamp duty reserve tax (together with any interest or penalties) whichmay arise upon any transaction in the Placing Shares on your behalf. If PlacingShares are to be delivered to a custodian or settlement agent, please ensurethat the conditional contract note is copied and delivered immediately to therelevant person within that organisation. You will not be entitled to receiveany fee or commission in connection with the Placing. Representations and Warranties By participating in the Bookbuilding Process you (and any person acting on yourbehalf): 1. represent and warrant that you have read this Appendix andthe announcement of which it forms part and undertake not to redistribute it; 2. represent and warrant that the only information upon whichyou have relied in committing yourself to subscribe for the Placing Shares isthat contained in this announcement and the Company's results announcement ofearlier today for which the Managers accept no responsibility and confirm thatyou have neither received nor relied on any other information, representation,warranty or statement made by or on behalf of the Company or the Managers; 3. you represent and warrant that you are not, and at the time the Placing Shares are subscribed and purchased will not be, subscribing on behalf of a resident of Australia, Canada, Japan, South Africa, the United States (other than a U.S. resident that is a qualified institutional buyer to whom offers may be made in accordance with the terms of the Placing Agreement) or any otherRestricted Jurisdiction; 4. acknowledge that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan,South Africa, the United States or any other Restricted Jurisdiction and,subject to certain exceptions, may not be offered, sold, taken up, renounced ordelivered or transferred, directly or indirectly, within Australia, Canada,Japan, South Africa, the United States or any other Restricted Jurisdiction; 5. represent and warrant that you are entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained allsuch governmental and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities; 6. where you are subscribing for Placing Shares for one or more managed accounts, represent and warrant that you are authorised in writing by each managed account (i) to subscribe for the Placing Shares for each managedaccount, (ii) to make on its behalf the representations, warranties andagreements in this Appendix and the announcement of which it forms part, and(iii) to receive on its behalf any investment letter relating to the Placing inthe form provided to you by JPMorgan Cazenove or UBS, as the case may be. Youagree to indemnify and hold the Company, the Managers and their respectiveAffiliates harmless from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach of the representations and warranties in this paragraph 6. You agree thatthe provisions of this paragraph 6 shall survive the resale of the PlacingShares by or on behalf of the managed accounts; 7. acknowledge that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities laws of anystate of the United States and may not be offered or sold in the United Statesexcept pursuant to an exemption from, or in a transaction not subject to, theregistration requirement of the Securities Act. 8. represent and warrant that you (a) are subscribing for the Placing Shares in an "Offshore Transaction" in accordance with Regulation S or a "qualified institutional buyer" acquiring the Placing Shares pursuant to Rule 144A and (b) are not purchasing the Placing Shares with a view to distributing such shares in the United States; 9. represent and warrant that the issue to you, or the person specified by youfor registration as holder, of Placing Shares will not give rise to a liabilityunder any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); 10. if you are in the UK, you represent and warrant that you have complied with your obligations in connection with money laundering under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if you are making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by youto verify the identity of the third party as required by the Regulations; 11. represent and warrant that you fall within section 86(7) of FSMA, being a qualified investor, and within Article 19 and/or 49 of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 and undertake that you will acquire, hold, manage or dispose of any Placing Shares that are allocated to you for the purposes of your business; 12. represent and warrant that you have not offered or sold and, prior to the expiry of a period of six months from the commencement of trading of the Placing Shares, will not offer or sell any Placing Shares to persons in the United Kingdom except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted and which will not result in an offer to the public in the UnitedKingdom within the meaning of Section 85(1) of FSMA, as amended; 13. represent and warrant that you have only communicated or caused to be communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 14. represent and warrant that you are not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company; 15. represent and warrant that you have complied and will comply with all applicable provisions of FSMA with respect to anything done by you in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 16. represent and warrant that you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit tothis participation and to perform your obligations in relation thereto(including, without limitation, in the case of any person on whose behalf youare acting, all necessary consents and authorities to agree to the terms set outor referred to in this announcement); 17. undertake that you will pay for the Placing Shares acquired by you in accordance with the terms of this announcement on the due time and dateset out herein, failing which the relevant Placing Shares may be placed withother subscribers at such price as JPMorgan Cazenove or UBS (as the case may be)may determine; 18. acknowledge that participation in the Placing is on the basis that, for the purposes of the Placing, you are not and will not be a client of JPMorgan Cazenove or UBS and neither of them has any duties or responsibilities to you for providing the protections afforded to their respective clients or forproviding advice in relation to the Placing nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in thePlacing Agreement; 19. undertake that the person who you specify for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. None of JPMorgan Cazenove, UBS and the Company willbe responsible for any liability to stamp duty or stamp duty reserve taxresulting from a failure to observe this requirement. Each Placee and any personacting on behalf of the Placee agrees to subscribe on the basis that the PlacingShares will be allotted to the CREST stock account of JPMorgan Cazenove or UBS(as the case may be) who will hold them as nominee on behalf of the Placee untilsettlement in accordance with its standing settlement instructions; 20. undertake to pay any capital duty, stamp duty or stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other similar duties or taxes payable or otherwise required to be paid in respect of the allotment, issue, delivery or transfer of the Placing Shares or any interest therein to or by you, or the acquisition or disposal of,or in connection with any agreement to subscribe or for the allotment, issue,delivery or transfer of, the Placing Shares or any interest therein to you or byyou pursuant to or as a result of the arrangements contemplated by the PlacingAgreement or this Appendix or in connection with the issue, execution ordelivery of the Placing Agreement or this Appendix and any interest or penaltiespayable in respect thereof and to indemnify (on an after tax basis) and holdharmless the Banks, the Company and their respective agents to the extent thatthe Banks and/or the Company pay or are or become liable to pay any amount inrespect of such duties and taxes. References in this paragraph 21 to PlacingShares include any interest in, or rights to allotment of, or rights tosubscribe for or options to subscribe, Placing Shares. Neither Bank shall beliable to pay any amount pursuant to this paragraph 21; 21. acknowledge that any agreements entered into by the Placee pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and you submit (on behalf of yourself and onbehalf of any Placee on whose behalf you are acting) to the exclusivejurisdiction of the English courts as regards any claim, dispute or matterarising out of any such contract. The Company, JPMorgan Cazenove, UBS and others will rely upon the truth andaccuracy of the foregoing representations, warranties and acknowledgements. You agree to indemnify and hold harmless the Company and the Banks from any andall costs, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach by you (or any person on whosebehalf you are acting) of the representations, warranties, acknowledgements,agreements and undertakings in this Appendix and further agree that theprovisions of this Appendix shall survive after completion of the Placing. This information is provided by RNS The company news service from the London Stock Exchange