CSLT.L Regulatory News (CSLT)

2 Apr 2007 07:03

Cosalt PLC02 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN 2 April 2007 Cosalt plc PLACING OF UP TO 697,646 NEW ORDINARY SHARES Cosalt plc ("Cosalt" or the "Company") today announces it is placing up to 697,646 new ordinary shares (the "Placing") representing up to approximately 5.0 per cent. of Cosalt's issued ordinary share capital immediately prior to the Placing. David Ross and certain funds managed by Hanover Investors Management LLP have indicated to the Board that they wish to subscribe for new ordinary shares pursuant to the Placing and that to the extent that the Placing is otherwise unsubscribed they are prepared to subscribe for such new ordinary shares at a price of 354p per share. Cosalt's strategy and use of proceeds Cosalt's strategy is to become a leading European supplier and through life manager of critical safety equipment for people exposed to hostile environments. This is a fragmented market and the execution of the strategy is therefore expected to include acquisitions so long as they meet the Board's strict criteria to ensure that any transaction is a strategic fit with Cosalt's existing safety and protection operations; expands the Group's geographic footprint; strengthens its position in key markets; provides a credible management and cultural fit; and is earnings enhancing. Following on from the successful acquisition of the Marine Safety Division of Bofort Group in December 2006, the Board is currently assessing a number of small bolt-on opportunities and the proceeds of the Placing will provide Cosalt the financial flexibility to pursue these. Enquiries: Cosalt plc 01472 504504Per JonssonNeil Carrick Bridgewell Limited 020 7003 3000Ben Money-CouttsSimon Robinson Details of the Placing Cosalt intends to place up to 697,646 new ordinary shares, representing up to approximately 5.0 per cent. of Cosalt's issued ordinary share capital immediately prior to the Placing, with institutional and other investors (the "Placing Shares"). The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Bridgewell ("Bridgewell" or the "Manager"). The books will open with immediate effect. The timing of the closing of the books, pricing and allocations is at the discretion of Cosalt and Bridgewell although the book-building is expected to close not later than 4:30 p.m. (London time) today. However, Bridgewell may accept further bids after initial allocations have been made on the basis explained in appendix one to this announcement ("Appendix One"). The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by Cosalt with Bridgewell following the completion of the book-building process. Details of the Placing Price will be announced as soon as practicable after the close of the book-building process. The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares save that they will not rank for the final dividend of 12.75p to be paid in respect of the financial year ended 29 October 2006 on 4 April 2007. The Company will apply for admissionof the Placing Shares to the Official List of the Financial Services Authority and to listing on the London Stock Exchange's market for listed securities ("Admission"). It is expected that Admission will take place and that trading will commence on 5 April 2007. Settlement of the Placing Shares will be on a T + 3 basis and is expected to occur on 5 April 2007. Appendix One (which forms part of this announcement) sets out the terms and conditions of the Placing. General Bridgewell is acting for the Company and no-one else in relation to the Placing and will not be responsible to any person other than the Company for providing the protections afforded to clients of Bridgewell or for providing advice inrelation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein. This announcement is for information purposes only and does not constitute an offer to issue or sell, or the solicitation of an offer to acquire or buy, any securities to any person in any jurisdiction. In particular, this announcement does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, buy or subscribefor, any securities in the United States, Canada, Australia, South Africa or Japan. The Placing Shares have not been, nor will they be, registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing shares will be made in the United States. ThePlacing Shares are being offered and sold only outside the United States to persons who are not U.S. persons as defined in and in accordance with Regulation S under the Securities Act ("U.S. Persons"). The Company has not been and will notbe registered under the Investment Company Act and investors will not be entitled to the benefits of such registration. Certain statements made in this announcement are forward looking statements. Such forward looking statements are based on current expectations and numerous assumptions regarding the Company's present and future business strategies and the environments in which the Company will operate in the future. Such assumptions may or may not prove to be correct and actual results and performance could differ materially from any expected further results or performances, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates and future business combinations or disposals. The Company expressly disclaims and assumes no responsibility to update or revise any of the forward looking statements contained inthis announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot berelied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast or dividend forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. APPENDIX ONE TERMS AND CONDITIONS Important information on the Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSINGOF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) ("INVESTMENT PROFESSIONALS") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN COSALT. This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the ProspectusDirective (Directive 2003/71/EC) if and to the extent implemented in that member state ("Qualified Investors"). By participating in the bookbuilding procedure (the "Bookbuilding") and the Placing, Placees will be deemed to have readand understood this Appendix One in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it:1. is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing: (i) it is a Qualified Investor; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares to be acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to Qualified Investors as so defined or in circumstances in which the prior consent of the Company has been obtained to each such proposed offer or resale. 3. is not a U.S. Person and is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account of a non-U.S. Person with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States or it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person. This announcement (including this Appendix One) does not constitute an offer to issue or sell or the solicitation of an offer to acquire, buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia, South Africa and Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in South Africa, the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful. The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may berestricted by law. No action has been taken by the Company, the Manager, or any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Manager to inform themselves about and to observe any such restrictions. In this Appendix, unless the context otherwise requires, the "Company" means Cosalt plc and "Placee" includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given. No prospectus No prospectus or other offering document has been or will be submitted to be approved by the Financial Services Authority ("FSA") in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement and the Pricing Announcement. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of either the Manager or by or on behalf of the Company and none of the Manager, the Company nor any personacting on such person's behalf nor any of their Affiliates has or shall have any liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares Bridgewell has entered into an agreement (the "Placing Agreement") with the Company under which Bridgewell has undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use its reasonable endeavours as agent of the Company to procure Placees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 25 pence per share in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares save that they will not rank for the final dividend of 12.75p to be paid in respect of the financial yearended 29 October 2006 on 4 April 2007. Application for admission to listing and trading Application will be made to the FSA for admission of the Placing Shares to the official list maintained by the FSA (the "Official List") and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities (together "Admission"). Bookbuilding The Manager will today commence the Bookbuilding to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Manager and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding as they may, in their sole discretion, determine. Principal terms of the Bookbuilding and Placing 1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Manager. 2. The Bookbuilding will establish a single price (the "Placing Price") payable to the Manager by all Placees whose bidsare successful. The Placing Price will be agreed between the Manager and the Company following completion of the Bookbuilding and any discount to the market price of the Ordinary Shares of the Company will be determined in accordancewith the Listing Rules. The Placing Price will be announced (the "Pricing Announcement") on a Regulatory Information Service following the completion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid by telephone to their usual sales contact at Bridgewell. Each bid should state the number of Placing Shares in the Company which a prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Manager or at prices up to a price limit specified in its bid. Bids may be scaled down by the Manager on the basis referred to in paragraph 7 below. Bridgewell is arranging the Placing as agent of the Company. 4. The Bookbuilding is expected to close no later than 4.30 p.m. on 2 April 2007 but may be closed earlier at the sole discretion of the Manager. The Manager may, in agreement with the Company, accept bids that are received after the Bookbuilding has closed. 5. Allocations will be confirmed orally by the Manager as soon as practicable following the close of the Bookbuilding. The Manager's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned,in favour of the Manager and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix One and the Company's memorandum and articles of association. 6. The Company will make a further announcement following the close of the Bookbuilding detailing the number of Placing Shares to be issued and the Placing Price. 7. Subject to paragraphs 4 and 6 above, the Manager may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (in agreement with the Company) and may scale down any bids for this purposeon such basis as they may determine. The Manager may also, notwithstanding paragraphs 4 to 6 above, subject to the prior consent of the Company (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding has closed to any person submitting a bid after that time. 8. A bid in the Bookbuilding will be made on the terms and subject to the conditions in this Appendix One and will be legally binding on the Placee on behalf of which it is made and except with the Manager's and the Company's consent willnot be capable of variation or revocation after the time at which it submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Manager, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the amount of Placing Shares such Placee has agreed to acquire. Each Placee's obligations will be owed to the Company and to the Manager. 9. Except as required by law or regulation, no press release or other announcement will be made by the Manager or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee'sprior written consent. 10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". 11. All obligations under the Bookbuilding and Placing will be subject to the Placing not being terminated on the basis referred to below under "Termination of the Placing". 12. By participating in the Bookbuilding each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination bythe Placee. 13. To the fullest extent permissible by law, neither the Manager nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Manager nor any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Manager's conduct of the Bookbuilding or of such alternative method of effecting the Placing as the Manager and the Company may agree. Registration and Settlement If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the Manager. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which theyhave in place with the Manager. Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Settlement through CREST will be on a T + 3 basis unless otherwise notified by the Manager and is expected to occur on 5April 2007. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delaysin the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Manager may agree that the Placing Shares should be issued in certificated form. The Manager reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction. Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above,in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR. If Placees do not comply with their obligations the Manager may sell their Placing Shares on their behalf and retain from the proceeds an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however,remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Termination of the Placing The Placing is conditional upon the Placing Agreement not having been terminated by either the Company or the Manager. The Manager would expect (but would not be obliged) to terminate the Placing Agreement if, inter alia: (a) there shall have come to the notice of Bridgewell any breach of, or any event that in the judgement of the Manager renders untrue or incorrect in any respect, any of the warranties and representations contained in the Placing Agreementor any failure to perform any of the undertakings or agreements in the Placing Agreement in each case which the Manager reasonably considers material in the context of the Placing; or (b) either in the opinion of the Manager there has been, or Bridgewell has become aware of, or there has been made public, a material adverse change or any development reasonably likely to involve a material adverse change in the condition (financial, operational, legal or otherwise) or in the earnings, business affairs, solvency or prospects of the Company whether or not arising in the ordinary course of business since the date of the Placing Agreement; or (c) there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, or member states of the European Union or in the international financial markets, (ii) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (ii) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates,in each case the effect of which is such as to make it, in the judgement of the Manager, impracticable or inadvisable tomarket the Placing Shares or to enforce contracts for the sale of the Placing Shares. The Manager would terminate the Placing Agreement if Admission had not occurred by 8 am (London time) on 5 April 2007 (or by such later time and/or date as the Manager may agree with the Company). If the Placing Agreement is terminated, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) against the Company, the Manager or any of their respective Affiliates or any other person in respect thereof. The Manager may waive compliance by the Company, or extend the time and/ or date for fulfilment by the Company, with thewhole or any part of any of the Company's obligations in relation to the Placing (although would not waive any such obligations if they would prevent Admission occurring). Any such extension or waiver will not affect Placees' commitments as set out in this Appendix One. Neither Bridgewell nor any of its Affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make in respect of the Placing. By participating in the Placing, each Placee agrees with the Company and the Manager that the exercise by the Company orthe Manager of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Manager (as the case may be) and that neither the Company nor the Manager need make any reference to such Placee and that neither the Company, the Manager nor any of their respective Affiliates shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and will not be capable of rescission or termination by it. By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral confirmation by the Manager following the close of the Bookbuilding. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees that: 1. it has read this announcement (including this Appendix) in its entirety and that its purchase of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein; 2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing; 3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing, (ii) neither the Manager, its Affiliates or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this announcement, the Pricing Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this announcement (the "Publicly Available Information") and (iii) it has made its own investigation of the business, financial and other position of the Company and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; 4. the content of this announcement is exclusively the responsibility of the Company and that neither the Manager nor any person acting on its behalf is responsible for or has or shall have any liability for any information or representation relating to the Company contained in this announcement or otherwise nor will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in thisannouncement or otherwise. Nothing in this Appendix One shall exclude any liability of any person for fraudulent misrepresentation; 5. it is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada, South Africa or Japan, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquiditywith respect to its investment in the Placing Shares and represents and warrants that it is acquiring the Placing Sharesfor its own account or for one or more accounts as to each of which it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States; 6. it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person; 7. the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws of South Africa, the United States, Australia,Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within South Africa, the United States, Australia, Canada or Japan; 8. it and/or each person on whose behalf it is participating:(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions;(ii) has fully observed such laws;(iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and(iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto; 9. the Placing Shares have not and will not be registered under the Securities Act and may not be offered or sold withinthe United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; 10. it acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account; 11. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations; 12. no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; 13. participation in the Placing is on the basis that it is not and will not be a client of the Manager and that the Manager has no duties or responsibilities to a Placee for providing protections afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement; 14. it will make payment to the Manager in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Manager determines; 15. the person who it specifies 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. The Manager and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the Manager who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it; 16. it and any person acting on its behalf falls within Article 19(5) and/or 49 (2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (ifapplicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only; 17. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (the "FSMA"); 18. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; 19. it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it oron its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 20. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations 2003 of the UK and, if making payment onbehalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by those regulations; 21. the Company, the Manager and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements; 22. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and 23. this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to theBookbuilding and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdictionin relation thereto except that proceedings may be taken by the Company or the Manager in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange. By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company and the Manager harmless from any and all costs, claims, liabilities and expenses (including legal feesand expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive aftercompletion of the Placing. Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines orpenalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any PlacingShares or the agreement by them to acquire any Placing Shares. The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Manager for itself and on behalf of the Company and are irrevocable. The Manager is acting exclusively for the Company and no one else in connection with the Bookbuilding and the Placing and the Manager will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding or the Placing or any other matters referred to in this press announcement. Each Placee and any person acting on behalf of the Placee acknowledges that the Manager does not owe fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Manager may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so. When a Placee or any person acting on behalf of the Placee is dealing with the Manager, any money held in an account with the Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Services Authority which therefore will not require the Manager to segregate such money, as that money will be held by it under a banking relationship and not as trustee. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. All times and dates in this announcement may be subject to amendment. The Manager will notify Placees and any persons acting on behalf of the Placees of any changes. DEFINITIONS In this announcement: "Admission" means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities; "Affiliate" means (in respect of each of Bridgewell and/or the Company, as the context may require) its respective subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries; "Bookbuilding" means the Bookbuilding procedure to be carried out by the Manager in connection with the Placing; "Board" means the board of directors of the Company or a duly authorised committee thereof; "Cosalt" or the "Company" means Cosalt plc; "Directors" means all the directors of the Company; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000, as amended; "Investment Company Act" means the United States Investment Company Act of 1940, as amended; "London Stock Exchange" means London Stock Exchange plc; "Listing Rules" means the listing rules made by the UKLA, as amended from time to time; "Manager" means Bridgewell Limited; "Official List" means the list maintained by the UKLA; "Ordinary Shares" means ordinary shares of 25 pence each in the capital of the Company; "Placees" means persons (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given and Placee means any one of them; "Placing" means the placing of the Placing Shares by the Manager with institutional and other investors on behalf of theCompany; "Placing Agreement" means the agreement dated 29 March 2007 between the Company and Bridgewell Limited in connection with the Placing; "Placing Price" means the price per Ordinary Share at which the Placing Shares are to be placed with Placees; "Placing Shares" means the new Ordinary Shares which are to be issued in connection with the Placing; "Regulatory Information Service" means any of the regulatory information services included within the list maintained onthe London Stock Exchange's website; "Securities Act" means the United States Securities Act of 1933, as amended; "Shareholders" means the holders of Ordinary Shares; "UKLA" means the FSA in its capacity as United Kingdom Listing Authority; "United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and "United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia. This information is provided by RNS The company news service from the London Stock Exchange