FEET.L Regulatory News (FEET)

18 March 2016

Fundsmith Emerging Equities Trust plc ("FEET" or the "Company")

Block Listing Application

Further to the Company's annual results announcement today, the Board of FEET notes that application has been made to the UK Listing Authority and to the London Stock Exchange for a block listing of 1,933,792 ordinary shares of £0.01 each ("Ordinary Shares") in the Company to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities ("Admission").

The above 1,933,792 Ordinary Shares to be block listed may be issued pursuant to the Company's existing general authority to issue shares on a non pre-emptive basis. These Ordinary Shares may be issued inter alia to satisfy market demand and for the purposes of managing the premium to net asset value (cum income) per Ordinary Share at which the Ordinary Shares are trading. When issued, the new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. It is expected that Admission will become effective on 21 March 2016.

Any Ordinary Shares issued pursuant to the block listing facility will be issued subject to the terms and conditions set out in the appendix to this announcement.

Enquiries:

Appendix - Terms and conditions regarding the issue of the new shares

1. Introduction

Each person which confirms its agreement to Investec Bank plc ("Investec") to subscribe for Ordinary Shares under the Issue (a "Placee") will be bound by these terms and conditions and will be deemed to have accepted them.

The Company and/or Investec may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Announcement, a "Placing Letter"). The terms of this Announcement will, where applicable, be deemed to be incorporated into such Placing Letter.

2. Agreement to purchase Ordinary Shares

Conditional on: (i) Admission occurring and becoming effective in respect of the Ordinary Shares for which the Placee has agreed to subscribe by 8.00 a.m. on or prior to 17 March 2017; (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the relevant Admission; and (iii) Investec confirming to the Placees their allocation of Ordinary Shares, a Placee agrees to become a member of the Company and agrees to subscribe for those Ordinary Shares allocated to it by Investec at the price notified to the Placee by Investec which represents a premium to the latest published net asset value per ordinary share announced by the Company through a Regulatory Information Service (the "Issue Price"). To the fullest extent permitted by law, each Placee acknowledges and agrees that 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.

Applications under the Issue must be for a minimum subscription amount of £10,000. The Directors (in consultation with Investec) may in their absolute discretion waive the minimum application amounts in respect of any particular application for Ordinary Shares under the Issue.

3. Payment for Ordinary Shares

Each Placee undertakes to pay the Issue Price for the Ordinary Shares issued to the Placee in the manner and by the time directed by Investec. In the event of any failure by any Placee to pay as so directed and/or by the time required by Investec, the relevant Placee shall be deemed hereby to have appointed Investec or any nominee of Investec as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary Shares in respect of which payment shall not have been made as directed, and to indemnify Investec and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such Ordinary Shares shall not release the relevant Placee from the obligation to make such payment for relevant Ordinary Shares to the extent that Investec or its nominee has failed to sell such Ordinary Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, exceeds the Issue Price per Ordinary Share.

4. Representations and warranties

By agreeing to subscribe for Ordinary Shares, each Placee which enters into a Commitment to subscribe for Ordinary Shares will (for itself and for any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company, Fundsmith LLP (the "Investment Manager"), Capita Registrars Limited (the "Registrar") and Investec that:

(a) in agreeing to subscribe for Ordinary Shares under the Issue, it is relying solely on the information provided by the Company through a Regulatory Information Service and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Ordinary Shares or the Issue. It agrees that none of the Company, the Investment Manager, Investec or the Registrar, nor any of their respective partners, officers, agents, employees or affiliates, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

(b) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Ordinary Shares under the Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, 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, the Investment Manager, Investec or the Registrar or any of their respective partners, officers, agents, employees or affiliates 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 Issue;

(c) it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Ordinary Shares on the terms and subject to the conditions set out in this Announcement and the articles of association of the Company as in force at the date of Admission (the "Articles");

(d) it has not relied on Investec or any person affiliated with Investec in connection with any investigation of the accuracy of any information contained in this Announcement;

(e) it acknowledges that the content of this Announcement is exclusively the responsibility of the Company and its Directors and neither Investec nor any person acting on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Issue based on any information, representation or statement contained in this Announcement or otherwise;

(f) it acknowledges that no person is authorised in connection with the Issue to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Investec, the Company or the Investment Manager;

(g) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(h) it accepts that none of the Ordinary Shares have been or will be registered under the laws of the United States of America or any of its states or dependencies (the "United States"), Canada, Australia, Japan, the Republic of South Africa or any member of the European Economic Area (other than the United Kingdom) (each, an "Excluded Territory"). Accordingly, the Ordinary Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Excluded Territory unless an exemption from any registration requirement is available;

(i) the price per Ordinary Share is fixed at the Issue Price and is payable to Investec on behalf of the Company in accordance with the terms of this Announcement and, as applicable, in the contract note issued by Investec (the "Contract Note") or Placing Letter (if any);

(j) it has the funds available to pay in full for the Ordinary Shares for which it has agreed to subscribe and that it will pay the total subscription in accordance with the terms set out in the Contract Note or Placing Letter (if any) on the due time and date;

(k) its commitment to acquire Ordinary Shares under the Issue will be agreed orally with Investec as agent for the Company and that a Contract Note will be issued by Investec as soon as possible thereafter. The oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Investec to subscribe for the number of Ordinary Shares allocated to it and comprising its Placing Commitment at the Issue Price on the terms and conditions set out in this Announcement and in the Contract Note or Placing Letter (if any) and in accordance with the Articles in force as at the date of Admission. Except with the consent of Investec such oral commitment will not be capable of variation or revocation after the time at which it is made;

(l) its allocation of Ordinary Shares under the Issue will be evidenced by Contract Note, confirming: (i) the number of Ordinary Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Ordinary Shares; and (iii) settlement instructions to pay Investec as agent for the Company. The terms of this Announcement will be deemed to be incorporated into that Contract Note;

(m) it: (i) is entitled to subscribe for the Ordinary Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Ordinary Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

(n) if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Ordinary 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 Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(o) it is not resident in the European Economic Area (other than the United Kingdom) and has not acquired the Ordinary Shares with a view to their resale into any member of the European Economic Area (other than the United Kingdom);

(p) in the case of any Ordinary Shares acquired by an investor as a financial intermediary within the meaning of the law in the United Kingdom implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive; (i) the Ordinary Shares acquired by it in the Issue have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Investec has been given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalf of persons in the United Kingdom 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;

(q) if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Issue constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Ordinary Shares pursuant to the Issue 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 Ordinary 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;

(r) 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 Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

(s) 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 Ordinary Shares under the Issue and will not be any such person on the date any such agreement to subscribe under the Issue is accepted;

(t) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Ordinary Shares to any persons within the United States or to any US Persons (as defined in the US Securities Act of 1933 (the "Securities Act"), nor will it do any of the foregoing;

(u) no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the Ordinary Shares in any country or jurisdiction where action for the purpose is required;

(v) it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 5, below;

(w) it acknowledges that none of Investec nor any of their respective affiliates nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Issue or providing any advice in relation to the Issue and participation in the Issue is on the basis that it is not and will not be a client of Investec and that Investec 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 Issue nor, if applicable, in respect of any representations, warranties, undertaking or indemnities contained in this Announcement;

(x) that, save in the event of fraud on the part of Investec, none of Investec, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Investec's role as sponsor and broker or otherwise in connection with the Issue and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;

(y) it acknowledges that where it is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Issue in the form provided by the Company and/or Investec. It agrees that the provision of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;

(z) it irrevocably appoints any Director of the Company and any director of Investec 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 Ordinary Shares for which it has given a commitment under the Issue, in the event of its own failure to do so;

(aa) it accepts that if the Issue does not proceed or the conditions to the Placing Agreement are not satisfied or the Ordinary Shares for which valid application are received and accepted are not admitted to listing on the Official List and to trading on the London Stock Exchange's main market for listed securities for any reason whatsoever then none of Investec or 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;

(bb) in connection with its participation in the Issue 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) 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;

(cc) it acknowledges that due to anti-money laundering requirements, Investec 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, Investec and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Investec and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;

(dd) that they are aware of, have complied with and will at all times comply with their obligations in connection with money laundering under the Proceeds of Crime Act 2002;

(ee) it acknowledges and agrees that information provided by it to the Company or Registrar, will be stored on the Registrar's computer system and manually and may be transferred to the Company's administrator and/or company secretary from time to time. It acknowledges and agrees that for the purposes of the Data Protection Act 1998 (the "Data Protection Law") and other relevant data protection legislation which may be applicable such persons are required to specify the purposes for which they will hold personal data. Such persons will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(i) process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary 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 Ordinary Shares;

(iii) provide personal data to such third parties as such person may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the European Economic Area;

(iv) without limitation, provide such personal data to the Company, Investec or the Investment Manager and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the European Economic Area; and

(v) process its personal data for it own internal administration.

(ff) In providing such persons with information, it hereby represents and warrants to them that it has obtained the consent of any data subjects to them 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 (v) above). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law;

(gg) Investec, the Investment Manager 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;

(hh) the representations, undertakings and warranties contained in this Announcement are irrevocable. It acknowledges that Investec 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 Ordinary Shares are no longer accurate, it shall promptly notify Investec and the Company;

(ii) where it or any person acting on behalf of it is dealing with Investec, any money held in an account with Investec 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 Investec to segregate such money, as that money will be held by Investec under a banking relationship and not as trustee;

(jj) any of its clients, whether or not identified to Investec, will remain its sole responsibility and will not become clients of Investec for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

(kk) it accepts that the allocation of Ordinary Shares shall be determined by Investec and the Company in their absolute discretion and that such persons may scale down any Issue commitments for this purpose on such basis as they may determine;

(ll) time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Issue; and

(mm) authorises Investec to deduct from the total amount subscribed under the Issue the aggregation commission (if any) (calculated at the rate agreed with the Placee) payable on the number of Ordinary Shares allocated under the Issue.

5. United States purchase and transfer restrictions

By participating in the Issue, each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Investment Manager and Investec that:

(a) it is not a US Person, is not located within the United States, is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S (as defined in the Securities Act) and is not acquiring the Ordinary Shares for the account or benefit of a US Person;

(b) it acknowledges that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons absent registration or an exemption from registration under the Securities Act;

(c) it acknowledges that the Company has not registered under the US Investment Company Act of 1940 (the "Investment Company Act") and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act;

(d) unless the Company expressly consents in writing otherwise, no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable regulations thereunder ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the United States Internal Revenue Code (the "Internal Revenue Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

(e) that if any Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

"FUNDSMITH EMERGING EQUITIES TRUST PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOTBE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."

(f) if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;

(g) it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws;

(h) it acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws to transfer such Ordinary Shares or interests in accordance with the Articles;

(i) it acknowledges and understands the Company is required to comply with the United States Foreign Account Tax Compliance Act of 2010 ("FATCA") and that the Company will follow FATCA's extensive reporting and withholding requirements. The Placee agrees to furnish any information and documents which the Company may from time to time request, including but not limited to information required under FATCA;

(j) it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, Investec or their respective partners, directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Issue or its acceptance of participation in the Issue;

(k) it has received, carefully read and understands this Announcement, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Ordinary Shares to or within the United States or to any US Persons, nor will it do any of the foregoing; and

(l) if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

6. Supply and disclosure of information

If Investec, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Ordinary Shares under the Issue, such Placee must promptly disclose it to them.

7. Miscellaneous

The rights and remedies of Investec, the Registrar, the Investment Manager and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Issue will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles once the Ordinary Shares which the Placee has agreed to subscribe for pursuant to the Issue have been acquired by the Placee. The contract to subscribe for Ordinary Shares under the Issue and the appointments and authorities mentioned in this Announcement will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Investec, the Company, the Investment Manager and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Ordinary Shares under the Issue, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Investec and the Company expressly reserve the right to modify the Issue (including, without limitation, their timetable and settlement) at any time before allocations are determined. The Issue is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.