Crystal Amber Regulatory News (CRS)

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THEINFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROMTHE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, THEREPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BEUNLAWFUL CRYSTAL AMBER FUND LIMITED 26 July 2013 Placing of New Ordinary Shares Proposals to amend the Articles in respect of continuation votes and proposalsto amend the Company's investment strategy and investment restrictions Further to the announcement of the 23 April 2013 the Board of Directors (the"Board") of Crystal Amber Fund Limited (the "Company") is pleased to announcethat the Company is undertaking a placing of new Ordinary Shares in the capitalof the Company (the "Placing Shares") to qualified investors through itscorporate broker, Numis Securities Limited ("Numis"), (the "Placing"). TheCompany has already received firm commitments from certain Shareholders and newinvestors to subscribe, based on the Company's latest published NAV, forPlacing Shares with minimum gross proceeds of £22.2 million. The Placing is being made on the terms set out in this announcement and isexpected to close at 4.30 p.m. (London time) today, 26 July 2013, but may closeearlier at the absolute discretion of the Company and Numis. The Placing Priceper Placing Share will be at a 3.0 per cent. premium to the NAV as at 8 August2013. Qualified investors may apply to participate in the Placing by contactingNumis on the contact details below. The decision to allot Placing Shares to anyqualified investor shall be at the absolute discretion of the Company andNumis. The Company expects to make a further announcement of the results of thePlacing on 26 July 2013, following which it expects to also publish a circularto seek Shareholder approval (i) to implement the Placing, (ii) to amend theArticles in respect of the timing and frequency of meetings convened to voteupon the continuation of the Company, and (iii) to amend the Company'sinvestment strategy and investment restrictions (the "Circular"). The Boardalso proposes to amend the management fee and performance fee of the Manager. The Placing The Company announced on 23 April 2013 that it was considering a secondaryissue of shares. In recent weeks the Company and its agents have been activelymarketing such a placing and following such marketing, the Company announcesthat it is now undertaking a conditional placing of new Ordinary Shares. In accordance with the statements made in the admission document published bythe Company on 16 June 2008, as the number of new Ordinary Shares to be issuedunder the Placing may be in excess of 30 per cent. of the Company's issuedshare capital and as the Placing will be on a non-pre-emptive basis, the Boardintends to seek the approval of Shareholders. Approval is intended to be soughtin the form of a special resolution to be proposed at an Extraordinary GeneralMeeting expected to be held by the end of August 2013 (the "EGM"). The Placing Shares will be issued at the Placing Price which will be calculatedas at the Calculation Date by reference to the NAV per Share on that date plusa premium of 3.0 per cent. The premium at which the Placing Price has been setis intended to cover the expected costs of the Placing and therefore to ensurethat there is no dilution to the NAV per Share as a result of the Placing. As at 30 June 2013, the NAV per Ordinary Share was 133.1 pence and as at 24July 2013 the Company had 55,433,000 Ordinary Shares in issue (excludingOrdinary Shares held in treasury). Assuming an illustrative Placing Price of137.0 pence, the Placing if subscribed to the extent of the current firmcommitments would result in the allotment of approximately 16.2 millionOrdinary Shares, an enlargement of approximately 29.2 per cent. of theCompany's issued share capital (excluding Ordinary Shares held in treasury). Background to and reasons for the Placing The Board's decision to implement the Placing can be seen against thebackground of the recent performance of the Company. The Company delivered a35.3 per cent. increase in audited NAV per Ordinary Share and a 35.4 per cent.increase in the Ordinary Share price from 1 January 2012 to 31 December 2012.The unaudited NAV per Ordinary Share increased by 10.8 per cent. in thesubsequent period from 1 January 2013 to 30 June 2013 and the Share priceincreased by 19.6 per cent. over the same period. Since the date of the Company's initial public offering in 2008 to 30 June2013, the unaudited NAV per Share has grown by 39.8 per cent and the NAV totalreturn over the same period was 40.9 per cent. The Board and Crystal AmberAdvisers (UK) LLP (the "Investment Adviser") and Crystal Amber Management(Guernsey) Limited (the "Manager") (the Investment Adviser and the Managertogether being the "Advisers") believe that the Company is appropriatelypositioned to continue to deliver good returns to Shareholders and, further,the increase in the size of the Company following the Placing affords thepotential to enhance such returns for the reasons set out below. Facilitate investments in larger companies The Board and the Advisers consider that the implementation of the Company'sactivist investment strategy may be enhanced by increasing the Company'sexposure to, and the range of investments in, companies with marketcapitalisations in the £250 million to £500 million range, which is higher thanthe market capitalisation of companies generally invested in by the Company todate. Shares in companies with a market capitalisation in the £250 million to £500million range are typically more liquid than the shares in companies withsmaller market capitalisations. The Board and the Advisers expect thattargeting such larger companies will better enable the Company to takepositions in the companies in which they perceive the best investmentopportunities exist and to realise investments at the most opportune time. The Investment Adviser's experience is that an additional benefit of investingin larger companies is that their management may respond more constructively toinvestors seeking to actively engage in the development of value creationstrategies. Costs The Board and the Advisers believe that the increase in the size of the Companythat would result from the Placing should reduce the ongoing charges ratio, asa result of the spreading of the Company's fixed costs over a larger assetbase. Following the implementation of the Proposals, it is estimated that theforecast Ongoing Charges Ratio for the 12 months to 30 June 2014 will reduce to2.35 per cent., compared to 2.54 per cent. for same period if the Proposals didnot proceed. The forecast Ongoing Charges Ratio following the implementationof the Proposals is based on the assumptions that the Company will raise grossproceeds of £22.2 million pursuant to the Placing and that the Share price willequal the NAV per Share over the 12 months to 30 June 2014. Use of proceeds The Board and the Manager believe that significant market opportunities existto invest the proceeds of the Placing in accordance with the Company'sstrategy. The Board and the Manager currently expect, based on prevailingmarket conditions, that the net proceeds of the Placing will be substantiallycommitted within six months following the completion of the Placing. However,there can be no guarantee that the net proceeds will be so invested within thattime frame. Discount management During 2013 the Board has implemented an active discount management policythrough the repurchase of Shares in the market at prices representing discountsto the prevailing NAV per Ordinary Share. During the period from 1 January 2013to 24 July 2013, the Company purchased 3,712,000 Ordinary Shares at an averagediscount to NAV per Ordinary Share of 5.2 per cent. These Ordinary Shares areheld in treasury. During the period 31 December 2012 to 30 June 2013 thediscount of the Ordinary Share price to the NAV per Ordinary Share narrowedfrom 6.1 per cent. to 0.4 per cent. It is the Directors' intention, following the Placing, to continue to purchaseOrdinary Shares in the market in certain circumstances and subject to legal andregulatory considerations. If any purchases are made pursuant to this policythey will not be funded from the proceeds of the Placing but by the proceedsarising on any realisation of a portfolio investment (including, for theavoidance of doubt, proceeds arising on any realisation of a portfolioinvestment that was initially made using any of the proceeds of the Placing). Current investment outlook Despite continued stimulatory efforts by central banks, the sustainability ofeconomic recovery appears uncertain. The Directors and Advisers consider,however, that the Company is well positioned given the relatively defensivenature of its portfolio. In their view, the Company's focus on specialsituation holdings makes the Company less dependent upon macroeconomic recoveryand more upon a combination of self-help and an active engagement strategy. Amendment to the Articles in respect of the timing and frequency ofcontinuation votes The Company's Articles of Incorporation (the "Articles") currently provide thatthe Company's first continuation vote (whereby Shareholders are asked to vote,by way of extraordinary resolution, that the Company cease to continue asconstituted) shall take place at the Company's annual general meeting to beheld following the eighth anniversary of the Company's launch (expected to takeplace in 2016) and then at every fifth annual general meeting thereafter. The Board proposes that the Articles be amended to provide that the Company'sfirst continuation vote (whereby Shareholders are asked to vote that theCompany cease to continue as constituted) shall take place at the Company'sannual general meeting to be held following the seventh anniversary of theCompany's launch (expected to take place in 2015) and then at every secondannual general meeting thereafter up to (but not including) the annual generalmeeting to be held following the thirteenth anniversary of the Company's launch(expected to take place in 2021). At the Company's annual general meeting to beheld following the thirteenth anniversary of the Company's launch and then atevery second annual general meeting thereafter a continuation vote shall takeplace whereby Shareholders will be asked to vote, by way of extraordinaryresolution, that the Company continue as constituted. The reason for thisproposed amendment to the Articles is that the Directors believe that theShareholders should be given an earlier and more frequent opportunity to decideon the continuation of the Company in its current form and that from 2021 thepresumption should be to wind up the Company, subject to the affirmative voteof Shareholders that the Company may continue in its current form. The amendment to the Articles in respect of the timing and frequency ofcontinuation votes is subject to shareholder approval by way of a specialresolution at the EGM and is also conditional on the passing of the resolutionsapproving the Placing at the EGM. Amendments to the Company's investment strategy and investment restrictions The Company proposes to make certain relatively limited amendments to itsinvestment strategy and investment restrictions. The Company's current investment strategy provides inter alia that where itconsiders it to be appropriate the Company may (i) utilise leverage for thepurpose of investment and enhancing returns to Shareholders and/or (ii) enterinto derivative transactions, for example in seeking to manage its exposure tointerest rate and currency fluctuations through the use of currency andinterest rate hedging arrangements or for the purposes of efficient portfoliomanagement, and to acquire exposure to target companies through contracts fordifference. The Company's current investment restrictions provide inter alia that it isexpected that no single investment in any one company will represent more than30 per cent. of the Gross Asset Value of the Company at the time of investment. The proposed restated investment strategy and investment restrictions will beset out in more detail in the Circular but the principal changes are summarisedas follows. The hedging policies will be restated by way of clarification to the effectthat, where the Board considers it to be appropriate, the Company may enterinto derivative transactions to provide portfolio protection againstsignificant falls in the market. The Company's maximum potential exposure to any one investment will be reducedand that, save in exceptional circumstances, no single investment in any onecompany will represent more than 20 per cent. of the Gross Asset Value of theCompany at the time of investment. The AIM Rules provide that an investing company (such as the Company) must seekthe prior consent of its shareholders in a general meeting for any materialchange to its investment policy (and the Company's admission document containsa statement to the same effect) and therefore the changes are conditional uponthe passing of an ordinary resolution of Shareholders at the EGM. Amendments to the Management Agreement Amendment to the management fee Currently the Management Agreement provides that the Manager receives amanagement fee payable at an annual rate of 2 per cent. of an amount equal tothe lower of (i) the Company's NAV and (ii) the market capitalisation of theCompany, payable quarterly in advance and calculated on the Company's NAV (orthe market capitalisation of the Company, as the case may be) (the "CalculationAmount") on the relevant quarterly accounting date, as further described inparagraph 8.1 of Part VII of the Circular. The Board and the Manager are mindful that the quantum of the management feepayable to the Manager would increase as a result of the increase in the sizeof the Company following the completion of the Placing. With this in mind and,together with the desire to reduce the ongoing charges ratio, the Company andthe Manager have agreed to amend the management fee as set out below witheffect from and conditional upon completion of the Placing and admission of thePlacing Shares to trading on AIM and to listing and trading on the CISX("Admission"). The basis of the calculation of the management fee will change so that the rateof 2 per cent. will broadly continue to apply to the current assets of theCompany but the rate will be reduced to 1.5 per cent. for the new assetsresultant from the Placing. Specifically, it has been agreed that, subject to the proviso below, the 2 percent. rate should continue to apply to (i) £73,548,100 being an amount nowbeing fixed equal to the lower of the Company's NAV (£73,853,211) and marketcapitalisation (£73,548,100) on 30 June 2013 (the date of the latest publishedNAV prior to the publication of this document) (the "Base Amount") or (ii) theapplicable Calculation Amount at the relevant time, if lower. To the extent that an amount equal to the lower of the Company's NAV and marketcapitalisation, at the relevant time of calculation, exceeds the Base Amount(the "Excess Amount"), the applicable fee rate on the Excess Amount shall be1.5 per cent. In the event that the Company's NAV and/or market capitalisation change by 5per cent. or more between the date of the Circular and Admission, the BaseAmount may be reset accordingly as at Admission. The management fee shall continue to be payable quarterly in advance and shallbe calculated on the Base Amount and the Excess Amount (if any) on the relevantquarterly accounting date. As the management fee is payable in advance, the management fee payable to theManager in respect of the quarter which started on 1 July 2013 and which endson 30 September 2013 will be retrospectively adjusted appropriately in theevent that the Placing completes and Admission occurs during that period. Amendment to the performance fee Currently, payment of the performance fee is subject to: * the achievement of a performance hurdle condition: the NAV per Ordinary Share at the end of the relevant performance period must exceed an amount equal to the Original Placing Price increased at a rate of 7 per cent. per annum on an annual compounding basis from the Original Admission Date up to the end of the relevant performance period; and * the achievement of a "high watermark": the NAV per Ordinary Share at the end of the relevant performance period must be higher than the highest previously reported NAV per Ordinary Share at the end of a performance period in relation to which a performance fee, if any, was last earned. Currently, the performance fee is payable in cash. The Company and the Manager have agreed to amend the terms of the performancefee as follows with effect from and conditional on Admission. The conditions for the payment of the performance fee will, followingAdmission, comprise: * the achievement of a performance hurdle condition: the NAV per Ordinary Share at the end of the relevant performance period (adding back for this purpose the aggregate amount of dividends per Ordinary Share paid to Shareholders in that period) must exceed an amount equal to the Original Placing Price, increased at a rate of (i) 7 per cent. per annum on an annual compounding basis in respect of that period of the performance period which falls from (and including) the Original Admission Date up to (but not including) Admission and (ii) 8 per cent. per annum on an annual compounding basis in respect of that part of the performance period which falls from (and including) Admission up to the end of the relevant performance period; and * the achievement of a "high watermark": the NAV per Ordinary Share at the end of the relevant performance period must be higher than the highest previously reported NAV per Ordinary Share at the end of the performance period in relation to which a performance fee, if any, was last earned. Depending on whether the Ordinary Shares are trading at a discount or a premiumto the Company's Net Asset Value per Ordinary Share when the performance feebecomes payable, the performance fee will be either payable in cash (subject tothe restrictions set out below) or satisfied by the sale of Ordinary Shares outof treasury or by the issue of new fully paid Ordinary Shares (the number ofwhich shall be calculated as set out below): * if the Ordinary Shares are trading at a discount to the Net Asset Value per Ordinary Share when the performance fee becomes payable, the performance fee shall be payable in cash. Within a period of one calendar month after receipt of such cash payment (extended pro rata by the aggregate of any close periods to which the Manager may be subject during such one calendar month period), the Manager shall be required to purchase Ordinary Shares in the market of a value equal to such cash payment (rounding down to the nearest whole Ordinary Share with the remainder of the cash payment, if any, retained by the Manager in cash); and * if the Ordinary Shares are trading at, or at a premium to, the Net Asset Value per Ordinary Share when the performance fee becomes payable, the performance fee shall be satisfied by the sale of Ordinary Shares out of treasury or by the issue of new fully paid Ordinary Shares. The number of Ordinary Shares that shall become payable shall be a number equal to the performance fee payable divided by the closing mid-market price per Ordinary Share on the date on which such performance fee became payable (rounding up to the nearest whole Ordinary Share). Related party transaction Under the AIM Rules the Manager is deemed to be a related party of the Companyand the proposed amendments to the Management Agreement are deemed under theAIM Rules to be a related party transaction. The Directors consider, havingconsulted with Sanlam Securities, that the amendments to the ManagementAgreement are fair and reasonable insofar as the Shareholders are concerned. The Company expects shortly to post to Shareholders a circular attaching anotice convening an EGM by the end of August 2013, which will also be availableon the Company's website at http://www.crystalamber.com. Enquiries Crystal Amber Fund LimitedWilliam Collins Tel: 01481 716 000 Merchant Securities Limited - Nominated AdviserDavid Worlidge/Simon Clements Tel: 020 7628 2200 Numis Securities Limited - BrokerNathan Brown/Hugh Jonathan Tel: 020 7260 1426 Broker Profile Limited - Stockbroker Relations ConsultantsSimon Courtenay Tel: 020 7448 3244 Crystal Amber Advisers (UK) LLP - Investment AdviserRichard Bernstein Tel: 020 7478 9080 IMPORTANT NOTICE This Announcement has been issued by, and is the sole responsibility of, theCompany. The Appendix to this Announcement (which forms part of this Announcement) setsout the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who choosesto participate in the Placing (a Placee) by making an oral and legally bindingoffer to acquire Placing Shares will be deemed to have read and understood thisAnnouncement in its entirety (including the Appendix) and to be making suchoffer on the terms and subject to the conditions herein, and to be providingthe representations, warranties and acknowledgements contained in the Appendix. Members of the public are not eligible to take part in the Placing. ThisAnnouncement and the terms and conditions set out in the Appendix to thisAnnouncement are for information purposes only and are directed only at personsin the United Kingdom who are: (a) investment professionals falling withinarticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) order 2005 (the Order); or (b) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") ofthe Order; or (c) persons to whom it may otherwise be lawfully communicated,(all such persons together being referred to as relevant persons). ThisAnnouncement and the terms and conditions set out in the Appendix to thisAnnouncement must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this Announcement andthe terms and conditions set out in the Appendix to this Announcement relate isavailable only to relevant persons and will be engaged in only with relevantpersons. This Announcement provides information about the Placing, but does not inviteparticipation in the Placing. This Announcement (including the Appendix) doesnot constitute, and the Company is not making, an offer to the public oftransferable securities within the meaning of sections 85 and 102B of theFinancial Services and Markets Act 2000, as amended (FSMA). This Announcement(including the Appendix) is therefore not an approved prospectus for thepurposes of section 85 of FSMA, and has not been prepared in accordance withthe prospectus rules of the FCA and as such neither its contents nor its issuehas been approved by the FCA or by any authority which would be a competentauthority for the purposes of any legislation that implements the ProspectusDirective. This Announcement (including the Appendix) and the information contained hereinis not for release, publication or distribution, in whole or in part, directlyor indirectly, in, into or from the United States (including its territoriesand possessions, any state of the United States and the District of Columbia),Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africaor any other state or jurisdiction into which the same would be unlawful. ThisAnnouncement (including the Appendix) is for information purposes only andshall not constitute or form part of any offer to buy, sell, subscribe for,issue, or acquire, or the solicitation of any offer to buy, sell, subscribefor, issue, or acquire any securities, nor shall there be any sale ofsecurities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful. Any failure to comply with these restrictions may constitute aviolation of the securities laws of such jurisdictions. In particular, thePlacing Shares have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the Securities Act) and may not be offered,sold or transferred, directly or indirectly, within the United States exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and the securities laws of anystate or other jurisdiction of the United States. No public offering of thePlacing Shares is being made in the United States, Australia, Canada, Japan,the Republic of Ireland or the Republic of South Africa. Each Placee should consult with its own advisers as to legal, tax, business andrelated aspects of a subscription for the Placing Shares. Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting exclusively as broker toCrystal Amber Fund Limited and for no one else in connection with the Placingand will not be responsible to anyone other than Crystal Amber Fund Limited forproviding the protections afforded to clients of Numis Securities Limited orfor providing advice in relation to the Placing or any matter referred to inthis Announcement (including the Appendix). Sanlam Securities UK Limited, which is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting as nominated adviser toCrystal Amber Fund Limited and is acting for no-one else in connection with thePlacing and will not be responsible to anyone other than Crystal Amber FundLimited for providing the protections afforded to clients of Sanlam SecuritiesUK Limited nor for providing advice in relation to the Placing or any matterreferred to in this Announcement (including the Appendix). The price of shares and the income from them may go down as well as up andinvestors may not get back the full amount invested on disposal of the shares.Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. No representation or warranty, express or implied, is or will be made by or onbehalf of either Numis Securities Limited or Sanlam Securities UK Limited, andno responsibility or liability is or will be accepted by either NumisSecurities Limited or Sanlam Securities UK Limited or any of their respectiveaffiliates, as to the accuracy, completeness or verification of the informationset out in this Announcement (including the Appendix), and nothing contained inthis Announcement (including the Appendix) is, or shall be relied upon as, apromise or representation in this respect, whether as to the past or thefuture. Numis Securities Limited and Sanlam Securities UK Limited and each oftheir respective affiliates accordingly disclaim, to the fullest extentpermitted by law, all and any liability whether arising in tort, contract orotherwise which they might otherwise have in respect of this Announcement(including the Appendix) or any such statement. Neither the content of the Company's website nor any website accessible byhyperlinks on the Company's website is incorporated in, or forms part of, thisAnnouncement. This Announcement contains (or may contain) certain forward-looking statementswith respect to certain of the Company's current expectations and projectionsabout future events. These statements, which sometimes use words such as "aim","anticipate", "believe", "intend", "plan", "estimate", "expect" and words ofsimilar meaning, reflect the directors' beliefs and expectations and involve anumber of risks, uncertainties and assumptions that could cause actual resultsand performance to differ materially from any expected future results orperformance expressed or implied by the forward-looking statement. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. Statements contained in thisAnnouncement regarding past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future. Theinformation contained in this Announcement is subject to change without noticeand, except as required by applicable law, the Company does not assume anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained herein. You should not place unduereliance on forward-looking statements, which speak only as of the date of thisAnnouncement. No statement in this Announcement is or is intended to be aprofit forecast or to imply that the earnings of the Company for the current orfuture financial years will necessarily match or exceed the historical orpublished earnings of the Company. ADDITIONAL INFORMATION AND TERMS AND CONDITIONS OF THE PLACING PROPOSED CHANGES TO INVESTMENT STRATEGY AND INVESTMENT RESTRICTIONS The investment strategy and investment restrictions which will apply to theCompany, following Admission and assuming the passing of the relevantresolution at the EGM, are as follows: Investment strategy The Company focuses on investing in companies which it considers to beundervalued and will aim to promote measures to correct the undervaluation. Inparticular, it aims to focus on companies which the Company's investmentmanager and investment adviser believe may have been neglected by fund managersand investment funds due to their size or where analyst coverage is inadequateor where analysts have relied on traditional valuation techniques and/or notfully understood the underlying company. The Company and its advisers seek theco-operation of the target company's management in connection with suchcorrective measures as far as possible. Where a different ownership structurewould enhance value, the Company will seek to initiate changes to capture suchvalue. The Company may also seek to introduce measures to modify existingcapital structures and introduce greater leverage and/or seek divestiture ofcertain businesses of the investee company. Pending investment of the type referred to above, the Company's funds will beplaced on deposit but the Company also has the flexibility to make otherinvestments which are considered to be reasonably liquid in order to ensurethat its funds are appropriately deployed (including in money marketinstruments). The Company may, in certain circumstances, acquire stakes intarget companies from investors in exchange for Shares in the Company. Where it considers it to be appropriate the Company may (i) utilise leveragefor the purpose of investment and enhancing returns to Shareholders and/or (ii)enter into derivative transactions, for example in seeking to provide portfolioprotection against significant falls in the market or for the purposes ofefficient portfolio management, to manage its exposure to interest rate andcurrency fluctuations through the use of currency and interest rate hedgingarrangements, and to acquire exposure to target companies through contracts fordifference. Investment restrictions It is not intended that the Company will invest, save in exceptionalcircumstances, in: * companies with a market capitalisation of less than £100 million at the time of investment; * pure technology based businesses; or * unlisted companies or companies in pre-IPO situations. It is expected that no single investment in any one company will represent morethan 20 per cent. of the Gross Asset Value of the Company at the time ofinvestment. However, there is no guarantee that this will be the case after anyinvestment is made, or where the Directors and the Advisers believe that aninvestment is particularly attractive. NET ASSET VALUE AND PORTFOLIO INFORMATION As at 30 June 2013, the unaudited Net Asset Value of the Company was £73,853,211 and the unaudited Net Asset Value per Share was 133.1 pence. Thelatter represented a 39.8 per cent. increase in the unaudited NAV per Sharefrom 95.17 pence as at the date of the Company's launch on 17 June 2008. As at30 June 2013, the Company has paid one pence in dividends per Ordinary Share,creating a NAV total return of 40.9 per cent. since launch. The proportion of the unaudited NAV per Share at 30 June 2013 represented bythe largest ten holdings, other investments and cash (including accruals), wasas follows: Top ten holdings Pence per share Percentage of investee equity held TT Electronics plc 13.2 3.1% Tribal Group plc 12.9 4.4% Norcros plc 12.7 7.3% API Group plc 11.2 11.5% Sutton Harbour Holdings plc 11.2 28.6% Devro plc 8.4 1.0% 4imprint Group plc 7.9 3.2% Smiths News plc 6.5 1.3% Northgate plc 5.5 0.7% Thorntons plc 4.7 4.3% Total of ten largest 94.2holdings Other investments 28.9 Cash and accruals 10.0 Total NAV 133.1 Over the quarter to 30 June 2013, NAV per Share increased by 3.8 per cent. Overthe six month period to 30 June 2013, NAV per Share rose by 10.8 per cent. andover the 12 month period to 30 June 2013, NAV per Share increased by 26.0 percent. Total returns over the year to 30 June 2013 including dividends were 26.6per cent. The top three positive contributors to NAV performance over the three monthperiod to 30 June 2013 were Tribal Group (1.7 per cent. contribution), APIGroup (1 per cent.) and Thorntons (0.8 per cent.). The top three detractorshave been TT Electronics (-1.9 per cent.), Devro (-1.7 per cent.) and SmithsNews (-1.1 per cent.). TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. 1. Introduction The Company has entered into an agreement with Numis Securities Limited ("Numis"), Sanlam Securities UK Limited ("Sanlam Securities") and Crystal Amber AssetManagement (Guernsey) Limited (the "Manager"), pursuant to which Numis has beenappointed as placing agent in connection with the Placing (the "PlacingAgreement"). Subject to the terms and conditions set out in the PlacingAgreement, Numis has agreed to use its reasonable endeavours, as agent for theCompany, to procure Placees to subscribe for Placing Shares at the PlacingPrice. The Placing is not underwritten. The Placing Shares will rank pari passu in all respects with the Sharescurrently in issue, including the right to receive all dividends and otherdistributions declared on or after the date on which they are issued. 2. Application for Admission Applications will be made to: (a) the CISX for the Placing Shares to beadmitted to listing and trading on the CISX; and (b) the London Stock Exchangefor the Placing Shares to be admitted to trading on AIM (together, "Admission"). It is expected that Admission will take place, and dealings in the PlacingShares will commence, on or about 21 August 2013. 3. Conditions of the Placing The Placing is conditional on (inter alia) Admission; final approval of thecircular to be issued by the Company in connection with the Placing, by theChannel Islands Stock Exchange (the "Circular"); the subsequent dispatch of theCircular to Shareholders; and the passing of resolutions 2 and 3 proposed inthe notice of general meeting that will accompany the Circular. 4. Participation in the Placing Each Placee which confirms its agreement to Numis to subscribe for PlacingShares under the Placing will be bound by these terms and conditions and willbe deemed to have accepted them. The Company and/or Numis may require any Placee to agree to such further termsand/or conditions and/or give such additional warranties and/or representationsas it (in its absolute discretion) seesfit and/or may require any such Placeeto execute a separate contract note (a "Contract Note"). Numis will determine in its absolute discretion the extent of each Placee'sparticipation in the Placing, which may not necessarily be the same for eachPlacee. Each Placee's allocation will be confirmed to Placees orally by Numis and atrade confirmation or Contract Note will be dispatched as soon as possiblethereafter. The oral confirmation to such Placement will constitute anirrevocable legally binding commitment upon such person who will at that pointbecome a Placee in favour of Numis and the Company under which it agrees toacquire the number of Placing Shares allocated to it at the Placing Price onthe terms and conditions set out in this Appendix and in accordance with theCompany's Articles of Incorporation (the "Articles"). Irrespective of the time at which a Placee's allocation pursuant to the Placingis confirmed, settlement for all Placing Shares to be acquired pursuant to thePlacing will be required to be made at the same time on the basis explainedbelow under "Registration and Settlement". 5. No prospectus Placees' commitments will be made solely on the basis of the informationcontained in this Announcement (including this Appendix) and the ExchangeInformation (as defined below), released by the Company today and which has notbeen approved by, or submitted to the Financial Conduct Authority, the LondonStock Exchange or the CISX, and subject to the further terms set forth in theContract Note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that thecontent of this Announcement (including the Appendix) is exclusively theresponsibility of the Company and confirms that it has neither received norrelied on any other information (other than the Exchange Information),representation, warranty, or statement made by or on behalf of the Company orNumis or any other person and none of the Company or Numis nor any other personwill be liable for any Placee's decision to participate in the Placing based onany other information, representation, warranty or statement which the Placeesmay have obtained or received. Each Placee acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in accepting a participation in the Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation or fraud. 6. Agreement to subscribe for Placing Shares Conditional on: a. Admission occurring and becoming effective by 8.00 a.m. (London time) on or prior to 21 August 2013 (or such later time and/or date, not being later than 30 August 2013, as the Company, Numis and Sanlam Securities may agree); b. the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; c. the passing of the resolutions approving the Placing at the EGM (or any adjournment thereof); and d. Numis confirming to the Placees their allocation of Placing Shares, a Placee agrees to become a member of the Company and agrees to subscribe forthose Placing Shares allocated to it by Numis at the Placing Price. If any of the conditions contained in the Placing Agreement are not fulfilledor waived by Numis, by the respective time or date where specified, or thePlacing Agreement is terminated, the Placing will not proceed and the Placee'srights and obligations hereunder in relation to the Placing Shares shall ceaseand terminate at such time and each Placee agrees that no claim can be made bythe Placee in respect thereof. Numis and Sanlam Securities may, at theirdiscretion and upon such terms as they think fit, waive compliance by theCompany or the Manager with respect to the whole or any part of any of theirrespective obligations in relation to the conditions in the Placing Agreementor extend that time or date by which such conditions must be satisfied. Anysuch waiver or extension will not affect Placees' commitments as set out inthis Announcement (and the Appendix). None of the Company, Numis and SanlamSecurities or any other person shall have any liability to any Placee (or toany other person whether acting on behalf of a Placee or otherwise) in respectof any decision they may make as to whether or not to waive or to extend thetime and/or the date for the satisfaction of any condition to the Placing norfor any decision they may make as to the satisfaction of any condition or inrespect of the Placing generally or to terminate of the Placing Agreement, andby participating in the Placing, each Placee agrees that any such decision isin the absolute discretion of Numis. To the fullest extent permitted by law, each Placee acknowledges and agreesthat it will not be entitled to exercise any remedy of rescission at any time.This does not affect any other rights the Placee may have. 7. Payment for Placing Shares Each Placee must pay the Placing Price for the Placing Shares issued to thePlacee in the manner and by the time directed by Numis. If any Placee fails topay as so directed and/or by the time required, the relevant Placee'sapplication for Placing Shares shall be rejected. 8. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GG00B1Z2SL48) followingAdmission will take place within CREST provided that, subject to certainexceptions, Numis reserves the right to require settlement for, and deliveryof, the Placing Shares (or a portion thereof) to Placees by such other meansthat it deems necessary if delivery or settlement is not possible orpracticable within CREST within the timetable set out in this Announcement orwould not be consistent with the regulatory requirements in any Placee'sjurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation or Contract Note stating the number of Placing Shares allocated toit at the Placing Price, the aggregate amount owed by such Placee to Numis (asagent for the Company) and settlement instructions. Each Placee agrees that itwill do all things necessary to ensure that delivery and payment is completedin accordance with either the CREST or certificated settlement instructionsthat it has in place with Numis. It is expected that settlement in respect of the Placing Shares will be on 21August 2013 in accordance with the instructions set out in the tradeconfirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above LIBOR as determined by Numis. Each Placee is deemed to agree that, if it does not comply with theseobligations, Numis may sell any or all of the Placing Shares allocated to thatPlacee on such Placee's behalf and retain from the proceeds, for Numis' accountand benefit (as agent for the Company), an amount equal to the aggregate amountowed by the Placee plus any interest due. The relevant Placee will, however,remain liable and shall indemnify Numis on demand for any shortfall below theaggregate amount owed by it and may be required to bear any stamp duty or stampduty reserve tax or securities transfer tax (together with any interest orpenalties) which may arise upon the sale of such Placing Shares on suchPlacee's behalf. By communicating a bid for Placing Shares, each Placee conferson Numis all such authorities and powers necessary to carry out any such saleand agrees to ratify and confirm all actions which Numis lawfully takes inpursuance of such sale. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation or Contract Note is copiedand delivered immediately to 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, be so registered free from any liability to UK stamp duty orstamp duty reserve tax or securities transfer tax. Placees will not be entitledto receive any fee or commission in connection with the Placing. 9. Representations, Warranties and Further Terms By agreeing to subscribe for Placing Shares, each Placee which enters into acommitment to subscribe for Placing Shares will (for itself and any person(s)procured by it to subscribe for Placing Shares and any nominee(s) for any suchperson(s)) be deemed to represent and warrant to each of the Company, SanlamSecurities and Numis that: a. in agreeing to subscribe for Placing Shares under the Placing, it is relying solely on this Announcement (and its Appendix) issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, Numis, Sanlam Securities, nor any of their respective officers, agents employees, will have any liability for any other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any other information or representation; b. it acknowledges and agrees that no offering document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received, and will not receive, an offering document or prospectus; c. acknowledges that the Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months and that it is able to obtain access to such information without undue difficulty; d. it (or the beneficial owner as applicable) has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; e. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, is duly authorised and complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Numis, Sanlam Securities or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing; f. it has carefully read and understands this Announcement (and its Appendix) in its entirety, it has all the information it believes necessary or appropriate in connection with its decision to subscribe for Placing Shares and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Announcement (and its Appendix) and the Articles as in force at Admission; g. it has not relied on Numis, Sanlam Securities or any person affiliated with either of them in connection with any investigation of the accuracy of any information contained in this Announcement (and its Appendix); h. the content of this Announcement (and its Appendix) and any Exchange Information is exclusively the responsibility of the Company and its Directors and neither Numis, Sanlam Securities nor any person acting on their respective behalf nor any of their affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement (and its Appendix) or any information published by or on behalf of the Company (including Exchange Information) and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement (and its Appendix) or otherwise; i. it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement (and its Appendix) and, if given or made, any information or representation must not be relied upon as having been authorised by Numis, Sanlam Securities, the Company or any of their respective officers, agents or employees; j. it represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services); k. it accepts that none of the Placing Shares have been or will be registered under the laws of the United States, Canada, the Republic of South Africa, Australia or Japan. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any of United States, Canada, the Republic of South Africa, Australia or Japan, unless an exemption from any registration requirement is available; l. if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; m. in the case of any Ordinary Shares acquired by an investor as a financial intermediary as that term is used in Article 3(2) of the EU Directive 2003/ 71/EC (the "Prospectus Directive"): (i) the Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons; n. if it is outside the United Kingdom, neither this Announcement (and its Appendix) nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements; o. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person; p. if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing is accepted; q. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this prospectus or any other offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing; r. it represents, warrants, acknowledges and agrees that it is not a national or resident of the United States or a corporation, partnership or other entity organised under the laws of the United States and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares into the United States or any other jurisdiction where to do so would be in breach of any applicable law and/or regulation and, in addition, it acknowledges that the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States; s. it has all the relevant permissions, authorizations and due capacity to subscribe for the Placing Shares and to perform its obligations under these terms and conditions and it acknowledges that Numis nor any of its affiliates nor any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis does not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in any placing letter; t. it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this prospectus; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account; u. it irrevocably appoints any director of the Company and any director of Numis to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so; v. it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to listing and trading on the CISX and to trading on AIM for any reason whatsoever then none of Numis, Sanlam Securities, the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person; w. in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering ("Money Laundering Legislation") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; x. it acknowledges that due to anti-money laundering requirements, Numis and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Numis and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Numis and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it; y. it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for Placing Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended); z. it acknowledges and agrees that information provided by it to the Company, Registrar or Administrator will be stored on the Registrar's and the Administrator's computer systems and manually. It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law 2001 (the "Data Protection Law") and other relevant data protection legislation which may be applicable, the Registrar and the Administrator are required to specify the purposes for which they will hold personal data. The Registrar and the Administrator will only use such information for the purposes set out below (collectively, the "Purposes"), being to: aa. i. process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it; ii. communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares; iii. provide personal data to such third parties as the Administrator or Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the Bailiwick of Guernsey or the European Economic Area; iv. without limitation, provide such personal data to the Company or the Manager and their respective associates for processing, notwithstanding that any such party may be outside the Bailiwick of Guernsey or the European Economic Area; and v. process its personal data for the Administrator's internal administration. aa. in providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subject to the Registrar and the Administrator and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purpose set out in paragraph (a)). For the purposes of this prospectus, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law; ab. Numis and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them; ac. the representations, undertakings and warranties contained in this prospectus are irrevocable. It acknowledges that Numis and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify Numis and the Company. The Placee agrees to indemnify on an after-tax basis and hold harmless on demand each of the Company, Numis, Sanlam Securities and each of their respective affiliates and any person acting on its or their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this document; ad. where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee; ae. any of its clients, whether or not identified to Numis, will remain its sole responsibility and will not become clients of Numis for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision; af. it accepts that the allocation of Placing Shares shall be determined by the Company in its absolute discretion but in consultation with Numis and that the Company may scale down any Placing commitments for this purpose on such basis as it may determine; and ag. time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing. The representations, warranties, acknowledgements and undertakings contained inthese terms and conditions are given to Numis, Sanlam Securities and theCompany and are irrevocable and shall not be capable of termination in anycircumstances. 10. Supply and Disclosure of Information If Numis, the Registrar or the Company or any of their agents request anyinformation about a Placee's agreement to subscribe for Placing Shares underthe Placing, such Placee must promptly disclose it to them. 11. Miscellaneous The rights and remedies of Numis, Sanlam Securities, the Administrator, theRegistrar and the Company under these terms and conditions are in addition toany rights and remedies which would otherwise be available to each of them andthe exercise or partial exercise of one will not prevent the exercise ofothers. On application, if a Placee is a discretionary fund manager, that Placee may beasked to disclose in writing or orally the jurisdiction in which its funds aremanaged or owned. All documents provided in connection with the Placing will besent at the Placee's risk. They may be returned by post to such Placee at theaddress notified by such Placee. Each Placee agrees to be bound by the Articles once the Placing Shares, whichthe Placee has agreed to subscribe for pursuant to the Placing and all disputesand claims arising out of or in connection with its subject matter or formation(including non-contractual disputes or claims), have been acquired by thePlacee. The contract to subscribe for Placing Shares under the Placing and theappointments and authorities mentioned in this prospectus will be governed by,and construed in accordance with, the laws of England and Wales. For theexclusive benefit of Numis, Sanlam Securities, the Administrator, the Companyand the Registrar, each Placee irrevocably submits to the jurisdiction of thecourts of England and Wales and waives any objection to proceedings in any suchcourt on the ground of venue or on the ground that proceedings have beenbrought in an inconvenient forum. This does not prevent an action being takenagainst the Placee in any other jurisdiction. In the case of a joint agreement to subscribe for Placing Shares under thePlacing, references to a "Placee" in these terms and conditions are to each ofthe Placees who are a party to that joint agreement and their liability isjoint and several. All times and dates in this document may be subject to amendment. Numis and the Company expressly reserve the right to modify the Placing(including, without limitation, the timetable and settlement) at any timebefore allocations are determined.

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