Dairy Crest Regulatory News (DCG)

9 Nov 2006 07:02

Dairy Crest Group PLC09 November 2006 9 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN DAIRY CREST GROUP PLC PLACING OF 6,250,000 NEW ORDINARY SHARES Dairy Crest Group plc ("Dairy Crest") has today announced that it has enteredinto an agreement intended to lead to the purchase of Saint Hubert SAS ("SaintHubert"), the French and Italian spreads business of Uniq plc ("Uniq"), for €370million (approximately £248 million) (the "Proposed Acquisition"). Dairy Cresthas also today announced its interim results for the six months to 30 September2006. In order to help fund the Proposed Acquisition, Dairy Crest announces that it istoday placing 6,250,000 new ordinary shares of 25 pence per share ("PlacingShares"), representing approximately 5 per cent. of Dairy Crest's existing issued share capital with institutional investors (the "Placing"). The PlacingShares will rank equally in all respects with the existing ordinary shares ofDairy Crest, including the right to receive all future dividends and other distributions including the interim dividend of 6.7 pence announced today withthe Company's interim results for the six months to 30 September 2006. Thisdividend is expected to be paid on 30 January 2007, to shareholders on the register on 5 January 2007. The Placing, which has been jointly underwritten by Hoare Govett Limited ("HoareGovett") and Citigroup Global Markets U.K. Equity Limited ("Citigroup"), will bethe subject of an accelerated bookbuild. As set out in the announcement made by Dairy Crest earlier today regarding theProposed Acquisition, Dairy Crest has entered into a Memorandum of Understandingwhich obligates Dairy Crest but not Uniq to enter into the Acquisition Agreementfollowing completion of the Workers Consultation. The Proposed Acquisition isconditional upon Dairy Crest obtaining the approval of its shareholders and Uniqobtaining the approval of its shareholders. Assuming the conditions aresatisfied, Completion is expected to occur in early 2007. A summary of theprincipal terms of the Proposed Acquisition is set out in the acquisitionannouncement. The Placing is not conditional on the execution of a definitivesale and purchase agreement in connection with the Proposed Acquisition, or, ifa such an agreement is executed, completion of the Proposed Acquisition. The books will open with immediate effect. The books are expected to closetoday, 9 November 2006 and pricing and allocations are expected to be announcedby 6.00 p.m. today, 9 November 2006. The timing of the closing of the books, pricing and allocations remains at the absolute discretion of Hoare Govett andCitigroup. The placing price in respect of the Placing Shares (the "PlacingPrice") will be determined by Hoare Govett and Citigroup at the close of the bookbuild process. Application will be made for the Placing Shares to be admitted to the OfficialList of the Financial Services Authority and to be admitted to trading byLondon Stock Exchange plc on its market for listed securities ("Admission").Admission is expected to take place on 14 November 2006. Attention is drawn to the detailed terms and conditions of the Placing describedin the Appendix to this announcement. In the unlikely event that completion of the Acquisition does not take place,the Directors will assess the Group's ongoing funding needs taking account ofshareholders' best interests but in the first instance intend to apply the netproceeds of the Placing to general corporate purposes and the reduction of debt. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investmentadvice in any jurisdiction. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for Dairy Crest and for no one else solely inconnection with the Placing and will not be responsible to anyone other thanDairy Crest for providing the protections afforded to the customers of HoareGovett or for providing advice in relation to the Placing. Hoare Govett can becontacted at 250 Bishopsgate, London EC2M 4AA. Citigroup, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for Dairy Crest and for no one else solely inconnection with the Placing and will not be responsible to anyone other thanDairy Crest for providing the protections afforded to the customers ofCitigroup or for providing advice in relation to the Placing. Citigroup can becontacted at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. The information contained in this announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. Thisannouncement is not an offer of securities for sale into the United States. The Placing Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended, or under the securities laws of any state or otherjurisdiction of the United States, and absent registration may not be offered orsold, directly or indirectly, in the United States except pursuant to anexemption from, or as part of a transaction not subject to, the registrationrequirements of the Securities Act and the securities laws of any state or otherjurisdiction of the United States. There will be no public offering ofsecurities in the United States. The Placing Shares have not been and will notbe registered with any regulatory authority of any state or other jurisdictionwithin the United States. Enquiries Hoare Govett Limited 020 7678 8000 Antonia Rowan (Corporate Broking)John MacGowan (Syndication) Citigroup 020 7986 4000 Chris Zeal (Corporate Broking)Darrell Uden (Syndicate) APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOTCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN DAIRY CRESTGROUP PLC (THE "COMPANY"). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THEPLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON INTHE UNITED KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONSFALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE"PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BYTHE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSECORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. THE PLACING SHARES HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED(THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES, AND ABSENT REGISTRATION MAY NOT BE OFFERED ORSOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OFA TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITEDSTATES. Persons who are invited to and who choose to participate in the Placing(including individuals, funds or others) ("Placees") by making an oral offer toacquire Placing Shares, will be deemed to have read and understood thisAnnouncement in its entirety and to be making such offer on the terms andconditions contained in this Appendix, and to be providing the representations,warranties, agreements, acknowledgements and undertakings, in each case ascontained in this Appendix. In particular, each Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it willacquire, hold, manage or dispose of any Placing Shares that are allocated to itfor the purpose of its business; and2. is acquiring the Placing Shares for its own account oris acquiring the Placing Shares for an account with respect to which itexercises sole investment discretion and in either case not with a view to, orfor resale in connection with, the distribution thereof, in whole or in part, inthe United States and that it (and any such account) is outside the UnitedStates within the meaning of Regulation S under the Securities Act. This written announcement is not an offer of securities for sale in the UnitedStates. Placing Shares may not be offered or sold in the United States absentregistration under the Securities Act or an exemption from, or in a transactionnot subject to, the registration requirements of the Securities Act. The Companyhas not and does not intend to offer any securities to the public in the UnitedStates. No money, securities or other consideration from any person inside theUnited States is being solicited and, if sent in response to the informationcontained in this announcement, will not be accepted. This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to acquire Placing Shares in the United States,Australia, Canada or Japan or in any other jurisdiction in which such offer orsolicitation is or may be unlawful and the information contained herein is notfor publication or distribution to persons in the United States, Canada, Japanor Australia or any jurisdiction in which such publication or distribution isunlawful. Any failure to comply with these restrictions may constitute aviolation of US, Canadian, Australian or Japanese securities laws. Personsreceiving this Announcement (including, without limitation, custodians, nomineesand trustees) must not distribute, mail or send it in, into or from the UnitedStates, or use the United States mails, directly or indirectly, in connectionwith the Placing, and by so doing may invalidate any related purportedapplication for Placing Shares. The Placing Shares have not been and will not be registered under the SecuritiesAct or under the securities laws of any state or other jurisdiction of theUnited States, and, subject to certain exceptions from the appropriaterequirements of such jurisdiction, may not be offered or sold, resold ordelivered, directly or indirectly in or into the United States. No publicoffering of the Placing Shares is being made in the United States. The PlacingShares are being offered and sold outside the United States in reliance onRegulation S. Until the expiration of 40 days after the closing of the Placing,an offer or sale of the Placing Shares by a dealer whether or not participatingin the Placing may violate the registration requirements of the Securities Act. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission in the United States orany other US regulatory authority, nor have any of the foregoing authoritiespassed upon or endorsed the merits of the Placing or the accuracy or adequacy ofthis Announcement. Any representation to the contrary is a criminal offence inthe United States. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain other jurisdictions may be restricted by law. Noaction has been taken by the Company or by Hoare Govett Limited ("Hoare Govett")or Citigroup Global Markets U.K. Equity Limited ("Citigroup" and together withHoare Govett, the "Banks") that would permit an offer of such Placing Shares orpossession or distribution of this Announcement or any other offering orpublicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisAnnouncement comes are required by the Company and Hoare Govett and Citigroup toinform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the "Placing Agreement") withthe Company whereby the Banks have, on the terms and subject to the conditionsset out therein, agreed severally (and not jointly or jointly and severally) touse their reasonable endeavours as agent for and on behalf of the Company toprocure Placees for the Placing Shares and, failing which, themselves tosubscribe for any unplaced Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 25 pencein the capital of the Company ("Ordinary Shares") including the right to receiveall future dividends and other distributions declared in respect of suchOrdinary Shares after the date of issue of the Placing Shares. Application for listing and admission to trading Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List of the FSA and to LondonStock Exchange plc (the "London Stock Exchange") for admission to trading of thePlacing Shares on the London Stock Exchange's market for listed securities(together "Admission"). It is expected that Admission will take place anddealings in the Placing Shares will commence on 14 November 2006. Bookbuild Commencing today, the Banks will be conducting an accelerated bookbuild process(the "Bookbuild Process") to determine demand for participation in the Placing.This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. No commissions will be paid to Placees or byPlacees in respect of their agreement to acquire any Placing Shares. The Banks will be entitled to effect the Placing by such alternative method tothe Bookbuild as they may, in their sole discretion, determine. To the fullestextent permissible by law, neither of the Banks nor any holding company thereof,nor any subsidiary, branch or affiliate of either Bank or any such holdingcompany (each an "Affiliate") nor the Company nor any subsidiary or affiliate ofthe Company shall have any liability to Placees (or to any other person whetheracting on behalf of a Placee or otherwise). In particular, neither of the Banksnor any Affiliate shall have any liability in respect of its conduct of theBookbuild or of such alternative method of effecting the Placing as the Banks may determine. Participation in, and principal terms of, the Bookbuild By participating in the Bookbuild and the Placing, Placees will be deemed tohave read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. A furtherannouncement will be made following the close of the Bookbuild detailing thePlacing Price (as defined below) (the "Pricing Announcement"). Each of the Banks (whether through itself or its Affiliates) is arranging thePlacing as an agent of the Company. Each of the Banks and its respective Affiliates are entitled to participate asprincipal in the Bookbuild. The Bookbuild will establish a single price (the "Placing Price") payable to theBanks by all Placees. Any discount to the market price of the Ordinary Shareswill be determined in accordance with the Listing Rules as published by the FSApursuant to Part IV of the FSMA (the "Listing Rules") and the guidelines issuedby the ABI and NAPF. The Bookbuild is expected to close no later than 6.00 p.m. London time today, 9November 2006, but may be closed earlier at the sole discretion of the Banks.Each of the Banks may, at its sole discretion, accept bids that are receivedafter the Bookbuild has closed. A bid in the Bookbuild will be made on the terms and conditions in this Appendixand will not be capable of variation or revocation after the close of theBookbuild. A person who wishes to participate in the Bookbuild should communicate its bidby telephone to its usual sales contact at Hoare Govett or Citigroup. Ifsuccessful, an allocation will be confirmed orally to such person following theclose of the Bookbuild, and a conditional contract note will be dispatched assoon as possible thereafter. The relevant Bank's oral confirmation willconstitute a legally binding commitment upon such person (who will at that pointbecome a Placee) to acquire the number of Placing Shares allocated to thatPlacee at the Placing Price set out in the Pricing Announcement and otherwise onthe terms and conditions set out in this Appendix and in accordance with theCompany's memorandum and articles of association. Each Placee's obligations will be owed to the Company and to the Bank throughwhom such Placee submitted its bid. Each Placee will also have an immediate,separate, irrevocable and binding obligation, owed to the relevant Bank, to payto it (or as it may direct) in cleared funds an amount equal to the product ofthe Placing Price and the number of Placing Shares such Placee has agreed toacquire. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. Theobligations of the Banks under the Placing Agreement are conditional, interalia, upon: (a) the Pricing Announcement being published through a Regulatory Information Service by not later than 6.00 p.m. today, 9 November 2006; and(b) Admission taking place not later than 8.00 a.m. on 14 November 2006. The Company has entered into a Memorandum of Understanding (the "Memorandum ofUnderstanding") providing for the proposed acquisition of Saint Hubert asdescribed in the announcement made by the Company earlier today (the "ProposedAcquisition"). However, no assurance can be given that a definitive sale andpurchase agreement in respect of the Proposed Acquisition will be entered intobetween the Company and Uniq or that, if such an agreement is entered into, theProposed Acquisition will be completed or completed on the terms described insuch announcement (including in relation to the consideration payable). Whilstthe Placing Agreement is not conditional on completion of such acquisition, thePlacing Agreement is conditional on the Memorandum of Understanding remaining infull force and effect and not having lapsed or been terminated prior toAdmission. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived in whole or in part by each of the Banks by the respective time ordate where specified (or such later time or date as the Banks and the Companymay agree but not later than 8.00 a.m. on 21 November 2006), (b) any suchcondition becomes incapable of being fulfilled and either of the Banks informsthe Company that it will not waive such condition or (c) the Placing Agreementis terminated in the circumstances specified below, the Placing will lapse andthe Placees' rights and obligations hereunder shall cease and terminate at suchtime and each Placee agrees that no claim can be made by or on behalf of thePlacee (or any person on whose behalf the Placee is acting) in respect thereof. By participating in the Bookbuild, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above and/orunder "Right to terminate under the Placing Agreement" below and will not becapable of rescission or termination by it. The Banks may, at their discretion and upon such terms as they think fit, waivecompliance by the Company with, or extend the time and/or date for fulfilment bythe Company of, the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement, save that the condition (b)that Admission takes place will not be waived. Any such extension or waiver willnot affect Placees' commitments as set out in this Announcement. Neither of the Banks nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement Either of the Banks, acting severally (and not jointly or jointly and severally)may, at any time before Admission, terminate the Placing Agreement in accordancewith the terms of the Placing Agreement by giving notice to the Company incertain circumstances which are usual for a transaction of this nature,including circumstances of force majeure or material adverse changes infinancial markets, as more particularly described in the Placing Agreement. If the obligations of the Banks under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof. By participating in the Placing, each Placee agrees with the Banks that theexercise by either of the Banks of any right of termination or other discretionunder the Placing Agreement shall be within the absolute discretion of such Bankand that such Bank need not make any reference to any such Placee and that theBanks shall have no liability whatsoever to any such Placee (or to any otherperson whether acting on behalf of a Placee or otherwise) in connection with theexercise of such rights. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing and Placees' commitments will be made solely on thebasis of the information contained in this Announcement and the announcementmade by the Company earlier today in connection with the Proposed Acquisition.Each Placee, by participating in the Placing, agrees that the content of thisAnnouncement, the Pricing Announcement and the announcements in connection withthe Proposed Acquisition and the Company's interim results for the six monthsended 30 September 2006 released earlier today is exclusively the responsibilityof the Company and confirms that it has neither received nor relied on any otherinformation, representation, warranty, or statement made by or on behalf of theBanks or their respective Affiliates or the Company and neither of the Banks northeir respective Affiliates nor the Company will be liable for any Placee'sdecision to participate in the Placing based on any other information,representation, warranty or statement which the Placees may have obtained orreceived. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company inparticipating in the Placing and with respect to the Placing Shares. Nothing inthis paragraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB0002502812) followingAdmission will take place within the CREST system, subject to certainexceptions. Each of the Banks reserve the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement or would not beconsistent with the regulatory requirements in any Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to the relevant Bank andsettlement instructions. Each Placee agrees that it will do all things necessaryto ensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith the relevant Bank. It is expected that settlement will be on 14 November 2006 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. 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 the prevailing LIBOR as determined by the relevant Bank. Each Placee is deemed to agree that if it does not comply with theseobligations, the relevant Bank may sell any or all of the Placing Sharesallocated to that Placee on such Placee's behalf and retain from the proceeds,for the relevant Bank's account and benefit, an amount equal to the aggregateamount owed by the Placee plus any interest due. The relevant Placee will,however, remain liable for any shortfall between the net proceeds of such saleand the Placing proceeds of such Placing Shares and may be required to bear anystamp duty or stamp duty reserve tax (together with any interest or penaltiesdue pursuant to the terms set out or referred to in this Announcement) which mayarise upon the sale of such Placees' Placing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately 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. Representations and warranties By participating in the Bookbuild each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read thisAnnouncement in its entirety; 2. represents and warrants that it has received thisAnnouncement solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received aprospectus or other offering document in connection with the Placing; 4. acknowledges that the Ordinary Shares are listed on theOfficial List of the FSA, and the Company is therefore required to publishcertain business and financial information in accordance with the rules andpractices of the FSA; 5. acknowledges that neither of the Banks nor any of theirrespective Affiliate, nor the Company nor any of its affiliates nor any personacting on behalf of any of them has provided, and will not provide it with anymaterial regarding the Placing Shares or the Company other than thisAnnouncement; nor has it requested either of the Banks nor any of theirrespective Affiliates, the Company or any of its affiliates or any person actingon behalf of any of them to provide it with any such information; 6. acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither of the Banks, norany of their Affiliates nor any person acting on behalf of the Banks or theirAffiliates has or shall have any liability for any information, representationor statement contained in this Announcement or any information previouslypublished by or on behalf of the Company (including, without limitation, theannouncements made earlier today by the Company in connection with the ProposedAcquisition or the interim results of the Company for the six months ended 30September 2006) and will not be liable for any Placee's decision to participatein the Placing based on any information, representation or statement containedin this Announcement or otherwise. Each Placee represents, warrants and agreesthat it has relied on its own investigation with respect to the Placing Sharesand the Company in connection with its decision to acquire the Placing Sharesand acknowledges that it is not relying on any investigation that either of theBanks, any of their Affiliates or any person acting on behalf of the Banks ortheir Affiliates may have conducted with respect to the Placing Shares or theCompany and none of such persons has made any representations to it, express orimplied, with respect thereto; 7. acknowledges that it has not relied on any informationrelating to the Company contained in any research reports prepared by the Banks,any of their Affiliates or any person acting on behalf of the Banks or theirAffiliates and understands that neither of the Banks, nor any of theirAffiliates nor any person acting on behalf of the Banks or their Affiliates: (i)has or shall have any liability for public information or any representation;(ii) has or shall have any liability for any additional information that hasotherwise been made available to such Placee, whether at the date ofpublication, the date of the announcement or otherwise; and (iii) makes anyrepresentation or warranty, express or implied, as to the truth, accuracy orcompleteness of such information, whether at the date of publication, the dateof the announcement or otherwise; 8. represents and warrants that it, or the beneficialowner, as applicable, is entitled to acquire Placing Shares under the laws ofall relevant jurisdictions which apply to it, or the beneficial owner, asapplicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities; 9. represents and warrants that it has the power andauthority to carry on the activities in which it is engaged, to acquire thePlacing Shares and to execute and deliver all documents necessary for suchacquisition; 10. represents and warrants that it (or if acquiring thePlacing Shares as fiduciary or agent for any investor account, such investor)will be the beneficial owner of such Placing Shares and that the beneficialowner of such Placing Shares will not at the time the Placing Shares areacquired be a resident of Australia, Canada or Japan; 11. acknowledges (and confirms that each beneficial owner ofthe Placing Shares has been advised) that the Placing Shares have not been andwill not be registered under the Securities Act or under the securities laws ofany of the States of the United States, or under the securities legislation ofAustralia, Canada or Japan and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions; 12. represents and warrants that it is not a resident of orlocated in the United States and is purchasing the Placing Shares in an"offshore transaction" in accordance with Regulation S under the Securities Act; 13. represents and warrants that if it is a pension fund orinvestment company, its purchase of Placing Shares is in full compliance withapplicable laws and regulations; 14. represents and warrants that the allocation, allotment,issue and delivery to it, or the person specified by it for registration asholder, of Placing Shares will not give rise to a liability under any ofsections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts andclearance services) and that the Placing Shares are not being acquired by it inconnection with arrangements to issue depositary receipts or to transfer PlacingShares into a clearance system; 15. represents and warrants that it has complied with itsobligations in connection with money laundering and terrorist financing underthe Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money LaunderingRegulations 2003 (the "Regulations") and, if making payment on behalf of a thirdparty, that satisfactory evidence has been obtained and recorded by it to verifythe identity of the third party as required by the Regulations; 16. represents and warrants that it and any person acting onits behalf is a person falling within Article 19(1) and/or 49(2) of the Orderand undertakes that it will acquire, hold, manage or dispose of any PlacingShares that are allocated to it for the purposes of its business; 17. represents and warrants that it has not offered or soldand will not offer or sell any Placing Shares to persons in the United Kingdomprior to Admission except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted and which will not result in an offer to the public in the UnitedKingdom within the meaning of the FSMA; 18. represents and warrants that it has only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of the FSMA) relating to the Placing Shares incircumstances in which section 21(1) of the FSMA does not require approval ofthe communication by an authorised person; 19. represents and warrants that if it is a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive,the Placing Shares purchased by it in the Placing have not been acquired on anon-discretionary basis on behalf of, nor have they been acquired with a view totheir offer or resale to, persons in a member state of the European EconomicArea which has implemented the Prospectus Directive other than qualifiedinvestors, or in circumstances in which the prior consent of each of the Bankshas been given to the offer or resale; 20. represents and warrants that it is a qualified investor asdefined in section 86(7) of the FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 21. represents and warrants that it has complied and willcomply with all applicable provisions of the FSMA with respect to anything doneby it in relation to the Placing Shares in, from or otherwise involving theUnited Kingdom; 22. represents and warrants that it and any person acting onits behalf is entitled to acquire the Placing Shares under the laws of allrelevant jurisdictions and that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to participatingin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consent and authorities to agree to the terms set out or referred toin this Announcement and to make the foregoing representations, acknowledgments,warranties and agreements) and will honour such obligations; 23. undertakes that it (and any person acting on its behalf)will make payment for the Placing Shares allocated to it in accordance with thisAnnouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other Placees or sold as the relevant Banksmay in its sole discretion determine and it will remain liable for any shortfallbelow the net proceeds of such sale and the placing proceeds of such PlacingShares and may be required to bear any stamp duty or stamp duty reserve tax(together with any interest or penalties due pursuant to the terms set out orreferred to in this Announcement) which may arise upon the sale of such Placee'sPlacing Shares on its behalf; 24. acknowledges that neither of the Banks, nor any of theirAffiliates nor any person acting on behalf of the Banks or their respectiveAffiliates is making any recommendations to it, advising it regarding thesuitability of any transactions it may enter into in connection with the Placingnor providing advice in relation to the Placing nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in thePlacing Agreement nor the exercise or performance of any of either Bank's rightsand obligations thereunder including any rights to waive or vary any conditionsor exercise any termination right; 25. undertakes that the person who it specifies forregistration as holder of the Placing Shares will be (i) itself or (ii) itsnominee, as the case may be. Neither of the Banks nor the Company will beresponsible for any liability to stamp duty or stamp duty reserve tax resultingfrom a failure to observe this requirement. Each Placee and any person acting onbehalf of such Placee agrees to participate in the Placing and it agrees toindemnify the Company and the Banks in respect of the same on the basis that thePlacing Shares will be credited to the CREST stock account of ABN AMRO Bank N.V.(London branch) (CREST ID: 521) who will hold them as nominee for the Placees ofsuch shares until settlement in accordance with its standing settlementinstructions; 26. acknowledges that any agreements entered into by itpursuant to these terms and conditions shall be governed by and construed in allrespects in accordance with English law and it submits (on behalf of itself andon behalf of any person on whose behalf it is acting) to the exclusivejurisdiction of the courts of England as regards any claim, dispute or matterarising out of any such contract, except that enforcement proceedings in respectof the obligation to make payment for the Placing Shares (together with anyinterest chargeable thereon) may be taken by the Company or either of the Banksin any jurisdiction in which the relevant Placee is incorporated or in which anyof its securities have a quotation on a recognised stock exchange; 27. acknowledges that each of the Banks may (at its absolutediscretion) satisfy its obligations to procure Placees by itself agreeing tobecome a Placee in respect of some or all of the Placing Shares or by nominatingany Affiliate to do so; 28. agrees that the Company, the Banks and others will relyupon the truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to the Banks on their ownbehalf and on behalf of the Company and are irrevocable; and 29. agrees to indemnify and hold the Company and the Banksharmless from any and all costs, claims, liabilities and expenses (includinglegal fees and expenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Placing. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor the Banks will be responsible andthe Placee to whom (or on behalf of whom, or in respect of the person for whomit is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and the Banks in the event that any of the Company and/orthe Banks has incurred any such liability to UK stamp duty or stamp duty reservetax. In addition, Placees should note that they will be liable to pay any stamp dutyand all other stamp, issue, securities, transfer, registration, documentary orother duties or taxes (including any interest, fines or penalties relatingthereto) payable outside the UK by them or any other person on the acquisitionby them of any Placing Shares or the agreement by them to acquire any PlacingShares.All times and dates in this Announcement may be subject to amendment. The Banksshall notify the Placees and any person acting on behalf of the Placees of anychanges. This Announcement has been issued by the Company and is the sole responsibilityof the Company. When a Placee or person acting on behalf of the Placee is dealing with either ofthe Banks, any money held in an account with such Bank on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from the relevant Bank's money inaccordance with the client money rules and will be used by such Bank in thecourse of its own business; and the Placee will rank only as a general creditorof the relevant Bank. This information is provided by RNS The company news service from the London Stock Exchange