GLIF.L Regulatory News (GLIF)

22 Jun 2007 07:01

T2 Income Fund Limited22 June 2007 Not for release, publication or distribution in, or into, the United States,Australia, Canada or Japan 22 June 2007 T2 Income Fund Limited PLACING OF UP TO 5 MILLION NEW ORDINARY SHARES T2 Income Fund Limited ("T2" or the "Company") today announces it is placing upto 5 million new ordinary shares at a price of 101.75p (the "Placing"). Thisrepresents up to approximately 13 per cent of T2's issued ordinary share capitalimmediately prior to the Placing. Use of proceeds The net proceeds of the Placing will be used to invest primarily in debtsecurities of small to medium sized companies in accordance with the Company'sinvestment policy. Enquiries: T2 Income Fund Limited:Patrick Conroy, +1 203 983 5282 Grant Thornton Corporate Finance (Nominated Adviser):Philip Secrett, +44 (0) 870 991 2578 JPMorgan Cazenove:Angus Gordon Lennox, + (0) 44 207 588 2828 Details of the Placing T2 intends to place up to 5 million new ordinary shares, representing up toapproximately 13 per cent of T2's issued ordinary share capital immediatelyprior to the Placing, with institutional and other investors (the "PlacingShares"). The Placing is being conducted, subject to the satisfaction ofcertain conditions, through an accelerated book-building process to be carriedout by JPMorgan Cazenove. The books will open with immediate effect. Thetiming of the closing of the books, pricing and allocations is at the discretionof T2 and JPMorgan Cazenove although the book-building is expected to close notlater than 4.30pm (London time) today. The number of Placing Shares and theprice at which the Placing Shares are to be placed (the "Placing Shares") willbe agreed by T2 and JPMorgan Cazenove at the close of the book-building process.The Result of the Placing will be announced as soon as practicable after theclose of the book-building process. The Placing Shares will be issued credited as fully paid and will rank paripassu with the Company's existing ordinary shares, including the right toreceive all dividends and other distributions declared, made or paid on or inrespect of such shares after the date of issue of the Placing Shares.Application has been made for admission of such Shares to trading on the AIMMarket of the London Stock Exchange plc. Grant Thornton Corporate Finance actsas Nominated Adviser to the Company. Dealings in the Placing Shares areexpected to commence on 27 June 2007. Following admission of these PlacingShares there will be 43,000,000 ordinary shares in issue. Settlement of the Placing Shares will be on a T + 3 basis and is expected tooccur on 27 June 2007. Appendix One to this announcement (which forms part of this announcement) setsout the terms and conditions of the Placing. General JPMorgan Cazenove is acting for the Company and no-one else in relation to thePlacing and will not be responsible to any person other than the Company forproviding the protections afforded to clients or for providing advice inrelation to the Placing or in relation to the contents of this announcement orany other transaction, arrangement or matter referred to herein. This announcement is for information purposes only and does not constitute anoffer to issue or sell, or the solicitation of an offer to acquire or buy, anysecurities to any person in any jurisdiction. In particular, this announcementdoes not constitute an offer to issue or sell, or the solicitation of an offerto acquire, buy or subscribe for, any securities in the United States, Canada,Australia and Japan. The Placing Shares have not been, nor will they be, registered under theSecurities Act or with any securities regulatory authority of any State or otherjurisdiction of the United States, and accordingly may not be offered, sold ortransferred within the United States except pursuant to an exemption from, or ina transaction not subject to, registration under the Securities Act. No publicoffering of the Placing shares will be made in the United States. The PlacingShares are being offered and sold outside the United States to persons who arenot U.S. persons as defined in and in accordance with Regulation S under theSecurities Act ("U.S. Persons"). The Company has not been and will not beregistered under the Investment Company Act and investors will not be entitledto the benefits of such registration. Appendix One Terms and Conditions This announcement, including the Appendix (together "this Announcement"), is notfor distribution directly or indirectly in or into the United States, Canada,Australia or Japan or any jurisdiction into which the same would be unlawful.This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or acquire shares in the capital of the Companyin the United States, Canada, Australia or Japan or any jurisdiction in whichsuch an offer or solicitation is unlawful. The shares in the Company referredto in this Announcement have not been and will not be registered under theUnited States Securities Act of 1933, as amended ("Securities Act") and may notbe offered or sold within the United States absent registration or an exemptionfrom registration. No public offering of securities will be made in the UnitedKingdom, United States or elsewhere. This Announcement has been issued by and is the sole responsibility of theCompany. No representation or warranty express or implied, is or will be madeas to, or in relation to, and no responsibility or liability is or will beaccepted by JPMorgan Cazenove or by any of its affiliates or agents as to or inrelation to, the accuracy or completeness of this Announcement or any otherwritten or oral information made available to or publicly available to anyinterested party or its advisers, and any liability therefore is expresslydisclaimed. JPMorgan Cazenove is acting for the Company in connection with the Placing andno one else and will not be responsible to anyone other than the Company forproviding the protections afforded to clients of JPMorgan Cazenove nor forproviding advice in relation to the Placing. The distribution of this Announcement and the offering of the Placing Shares incertain jurisdictions may be restricted by law. No action has been taken by theCompany or JPMorgan Cazenove that would permit an offering of such shares orpossession or distribution of this Announcement or any other offering orpublicity material relating to such shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this Announcement comesare required by the Company and JPMorgan Cazenove to inform themselves about,and to observe, and such restrictions. Certain statements in this Announcement are forward-looking statements which arebased on the Company's, expectations, intentions and projections regarding itsfuture performance, anticipated events or trends and other matters that are nothistorical facts. These statements are not guarantees of future performance andare subject to known and unknown risks, uncertainties and other factors thatcould cause actual results to differ materially from those expressed or impliedby such forward-looking statements. Given these risks and uncertainties,prospective investors are cautioned not to place undue reliance onforward-looking statements. Forward-looking statements speak only as of thedate of such statements and, except as required by applicable law, the Companyundertakes no obligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events or otherwise. The price of shares and the income from them may go down as well as up andinvestors may not get back the full amount invested on disposal of the shares. APPENDIX: FURTHER DETAILS OF THE PLACING THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY ORINDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATIONPURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THEEUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM,QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONSTO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHERBEING 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 ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISAPPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN THE COMPANY. Persons who are invited to and who choose to participate in the Placing, bymaking an oral or written offer to subscribe for Placing Shares (the "Placees"),will be deemed to have read and understood this Announcement, including thisAppendix, in its entirety and to be making such offer on the terms andconditions, and to be providing the representations, warranties,acknowledgements, and undertakings contained in this Appendix. In particulareach such Placee represents, warrants and acknowledges that it is: (a) a Relevant Person (as defined above) and undertakes that it willacquire, hold, manage or dispose of any Placing Shares that are allocated to itfor the purposes of its business; and (b) outside the United States and is subscribing for the Placing Sharesin an "offshore transaction" (within the meaning of Regulation S under theSecurities Act) This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction in which such offer or solicitation is or may be unlawful. ThisAnnouncement and the information contained herein is not for publication ordistribution, directly or indirectly, to persons in the United States, Canada,Australia or Japan or in any jurisdiction in which such publication ordistribution is unlawful. No public offer of securities of the Company is beingmade in the United Kingdom, United States or elsewhere. In particular, the Placing Shares referred to in this Announcement have not beenand will not be registered under the Securities Act and may not be offered, soldor transferred within the United States except pursuant to an exemption from, oras part of a transaction not subject to, the registration requirements of theSecurities Act. The relevant clearances have not been, and nor will they be, obtained from thesecurities commission of any province or territory of Canada; no prospectus hasbeen lodged with or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the Placing Shares have notbeen, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province or territory of Canada, Australia orJapan. Accordingly, the Placing Shares may not (unless an exemption under therelevant securities laws is applicable) be offered, sold, resold or delivered,directly or indirectly, in or into the United States, Canada, Australia or Japanor any other jurisdiction outside the United Kingdom. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission or other regulatoryauthority in the United States, nor have any of the foregoing authorities passedupon or endorsed the merits of the Placing or the accuracy or adequacy of thisAnnouncement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Appendix or theannouncement of which it forms part should seek appropriate advice before takingany action. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove Limited ("JPMC") has entered into a Placing Agreement (the"Placing Agreement") with the Company under which JPMC has, on the terms andsubject to the conditions set out therein, undertaken to procure subscriptionsfor the Placing Shares at the Placing Price. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares in thecapital of the Company ("Ordinary Shares"). In this Appendix, unless the context otherwise requires, Placee means a person(including individuals, funds or others) on whose behalf a commitment tosubscribe for Placing Shares has been given. Application for listing and admission to trading Application will be made for admission of the Placing Shares to trading on theAIM market of London Stock Exchange plc ("AIM")("Admission"). It is expectedthat Admission will become effective on or around 27 June 2007 and that dealingsin the Placing Shares will commence at that time. Participation in, and principal terms of, the Placing Each Placee's allocation will be confirmed to Placees orally by JPMC followingthe close of the Placing, and a trade confirmation will be dispatched as soon aspossible thereafter. JPMC's oral confirmation to such Placee will constitute anirrevocable legally binding commitment upon such person (who will at that pointbecome a Placee) to subscribe for the number of Placing Shares allocated to itat the Placing Price on the terms and conditions set out in this Appendix and inaccordance with the Company's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to JPMC, to pay to it (or as it may direct) in cleared funds anamount equal to the product of the Placing Price and the number of PlacingShares such Placee has agreed to subscribe. Conditions of the Placing JPMC's obligations under the Placing Agreement in respect of the Placing Sharesare conditional on the Company allotting the Placing Shares and resolving toissue certificates in respect of the Placing Shares in favour of the Placees. If (i) any condition in relation to the Placing Shares is not fulfilled, (ii)the condition becomes incapable of being fulfilled or (iii) the PlacingAgreement is terminated in the circumstances specified below, the Placing inrelation to the Placing Shares will lapse and the Placee's rights andobligations hereunder in relation to the Placing Shares shall cease andterminate at such time and each Placee agrees that no claim can be made by thePlacee in respect thereof. By participating in the Placing each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andwill not be capable of rescission or termination by it. Right to terminate under the Placing Agreement JPMC is entitled, at any time before Admission, to terminate the PlacingAgreement in relation to its obligations in respect of the Placing Shares bygiving notice to the Company. By participating in the Placing Placees agree that the exercise by JPMC of anyright of termination or other discretion under the Placing Agreement shall bewithin the absolute discretion of JPMC and that it need not make any referenceto Placees and that it shall have no liability to Placees whatsoever inconnection with any such exercise. No Prospectus No offering document or prospectus has been or will be submitted to be approvedby the FSA in relation to the Placing and Placees' commitments will be madesolely on the basis of the information contained in this Announcement. EachPlacee, by accepting a participation in the Placing, agrees that the content ofthis Announcement is exclusively the responsibility of the Company and confirmsthat it has neither received nor relied on any other information,representation, warranty, or statement made by or on behalf of the Company orJPMC or any other person and neither JPMC nor the Company nor any other personwill be liable for any Placee's decision to participate in the Placing based onany other information, representation, warranty or statement which the Placeesmay have obtained or received. Each Placee acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in accepting a participation in the Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB00B0CL3P62) followingAdmission will take place within the CREST system, subject to certainexceptions. JPMC reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means that it deems necessary ifdelivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this Announcement or would not be consistentwith the regulatory requirements in the 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 at the PlacingPrice, the aggregate amount owed by such Placee to JPMC and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions that it has in place with JPMC. It is expected that settlement will be on a T+3 basis in accordance with theinstructions 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 LIBOR as determined by JPMC. Each Placee is deemed to agree that, if it does not comply with theseobligations, JPMC may sell any or all of the Placing Shares allocated to thatPlacee on such Placee's behalf and retain from the proceeds, for JPMC's accountand benefit, an amount equal to the aggregate amount owed by the Placee plus anyinterest due. The relevant Placee will, however, remain liable for any shortfallbelow the aggregate amount owed by it and may be required to bear any stamp dutyor stamp duty reserve tax (together with any interest or penalties) which mayarise upon the sale of such Placing Shares on such Placee's 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 my liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties By participating in the Placing each Placee (and any person acting on suchPlacee's behalf): 1 represents and warrants that it has read this Announcement,including the Appendix, in its entirety; 2 acknowledges that no offering document or prospectus has beenprepared in connection with the placing of the Placing Shares and represents andwarrants that it has not received a prospectus or other offering document inconnection therewith; 3 acknowledges that the Ordinary Shares are listed on AIM, and theCompany is therefore required to publish certain business and financialinformation in accordance with the rules and practices of AIM, which includes adescription of the nature of the Company's business and the Company's mostrecent balance sheet and profit and loss account and that it is able to obtainor access such information without undue difficulty; 4 acknowledges that neither JPMC nor the Company nor any of theiraffiliates nor any person acting on behalf of any of them has provided, and willnot provide it, with any material regarding the Placing Shares or the Companyother than this Announcement; nor has it requested any of JPMC, the Company, anyof their affiliates or any person acting on behalf of any of them to provide itwith any such information; 5 acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither JPMC nor anyperson acting on its behalf has or shall have any liability for any information,representation or statement contained in this Announcement or any informationpreviously published by or on behalf of the Company and will not be liable forany Placee's decision to participate in the Placing based on any information,representation or statement contained in this Announcement prospectus orotherwise. Each Placee further represents, warrants and agrees that the onlyinformation on which it is entitled to rely and on which such Placee has reliedin committing itself to acquire the Placing Shares is contained in thisAnnouncement and any information previously published by the Company bynotification to a Regulatory Information Service, such information being allthat it deems necessary to make an investment decision in respect of the PlacingShares and that it has neither received nor relied on any other informationgiven or representations, warranties or statements made by any of JPMC or theCompany and neither JPMC nor the Company will be liable for any Placee'sdecision to accept an invitation to participate in the Placing based on anyother information, representation, warranty or statement. Each Placee furtheracknowledges and agrees that it has relied on its own investigation of thebusiness, financial or other position of the Company in deciding to participatein the Placing; 6 acknowledges that neither JPMC nor any person acting on behalfof it nor any of its affiliates has or shall have any liability for any publiclyavailable or filed information or any representation relating to the Company,provided that nothing in this paragraph excludes the liability of any person forfraudulent misrepresentation made by that person; 7 acknowledges that the Placing Shares have not been and will notbe registered under the Securities Act or with any State or other jurisdictionof the United States, nor approved or disapproved by the US Securities andExchange Commission, any state securities commission in the United States or anyother United States regulatory authority, and agrees not to reoffer, resell,pledge or otherwise transfer the Placing Shares except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act; 8 represents and warrants that it is not a "benefit plan investor"(within the meaning of the US Employee Retirement Income Security Act of 1974,as amended ("ERISA")), or other employee benefit plan subject to any US federal,state, local or other law or regulation that is substantially similar to theprohibited transaction provisions of Section 406 of ERISA or Section 4975 of theUS Internal Revenue Code of 1986, as amended, and that it will not sell orotherwise transfer any Placing Shares or any interest therein unless thetransferee makes or is deemed to make the representations and warranties setforth in this section (yy), and the purchaser acknowledges and agrees that anypurported transfer of Placing Shares or any interest therein that does notcomply with this section (yy) will not be effective and will not be recognisedby the Company; 9 represents and warrants that it is, or at the time the PlacingShares are acquired that it will be, the beneficial owner of such PlacingShares, or that the beneficial owner of such Placing Shares is not a resident ofAustralia, Canada or Japan; 10 acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of 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, withinthose jurisdictions; 11 represents and warrants that the issue to it, or the personspecified by it for registration as holder, of Placing Shares will not give riseto a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositary receipts and clearance services) and that the Placing Shares are notbeing acquired in connection with arrangements to issue depositary receipts orto transfer Placing Shares into a clearance system; 12 represents and warrants that it has complied with its obligationsin connection with money laundering and terrorist financing under the Proceedsof Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations2003 (the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 13 if a financial intermediary, as that term is used in Article 3(2)of the EU Prospectus Directive 2003/71/EC, represents and warrants that thePlacing Shares purchased by it in the Placing will not be acquired on anon-discretionary basis on behalf of, nor will they be 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 JPMorgan Cazenovehas been given to the offer or resale; 14 represents and warrants that it has not offered or sold and, priorto the expiry of a period of six months from Admission, will not offer or sellany Placing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the FSMA; 15 represents and warrants that it has not offered or sold and willnot offer or sell any Placing Shares to persons in the European Economic Areaprior 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 in and which will not result in an offer to the public in any memberstate of the European Economic Area within the meaning of the ProspectusDirective (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 16 represents and warrants that it has only communicated or caused tobe communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 17 represents and warrants that it has complied and will comply withall applicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving, the UnitedKingdom; 18 represents and warrants that it and any person acting on its behalfis entitled to acquire the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to this participationin 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 consents and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 19 undertakes that it (and any person acting on its behalf) will makepayment 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 subscribers or sold as JPMC may in itssole discretion determine and without liability to such Placee; 20 acknowledges that none of JPMC, nor any of its affiliates, nor anyperson acting on behalf of any of them, is making any recommendations to it,advising it regarding the suitability of any transactions it may enter into inconnection with the Placees and that participation in the Placing is on thebasis that it is not and will not be a client of JPMC and that JPMC has noduties or responsibilities to it for providing the protections afforded to itsclients or customers or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor for the exercise or performance of any ofits rights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 21 undertakes that the person who it specifies for registration asholder of the Placing Shares will be (i) itself or (ii) its nominee, as the casemay be. Neither JPMC nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Placing and it agrees to indemnify the Company and JPMC inrespect of the same on the basis that the Placing Shares will be allotted to theCREST stock account of JPMC who will hold them as nominee on behalf of suchPlacee until settlement in accordance with its standing settlement instructions; 22 acknowledges that any agreements entered into by it pursuant tothese terms and conditions shall be governed by and construed in accordance withthe laws of England and it submits (on behalf of itself and on behalf of anyperson on whose behalf it is acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or JPMC in any jurisdiction in which therelevant Placee is incorporated or in which any of its securities have aquotation on a recognised stock exchange; 23 agrees that the Company, JPMC and their respective affiliates andothers will rely upon the truth and accuracy of the foregoing representations,warranties, acknowledgements and undertakings which are given to JPMC on its ownbehalf and on behalf of the Company and are irrevocable; and 24 agrees to indemnify and hold the Company, JPMC and their respectiveaffiliates harmless from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach of the representations, warranties, acknowledgements, agreements andundertakings in this Appendix and further agrees that the provisions of thisAppendix shall survive after completion of the Placing. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor JPMCwill be responsible. If this is the case, each Placee should seek its own adviceand notify JPMC accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themof any Placing Shares or the agreement by them to subscribe for any PlacingShares. When a Placee or person acting on behalf of the Placee is dealing with JPMC, anymoney held in an account with JPMC on behalf of the Placee and/or any personacting on behalf of the Placee will not be treated as client money within themeaning of the rules and regulations of the FSA made under the FSMA. The Placeeacknowledges that the money will not be subject to the protections conferred bythe client money rules; as a consequence, this money will not be segregated fromJPMC's money in accordance with the client money rules and will be used by JPMCin the course of its own business; and the Placee will rank only as a generalcreditor of JPMC. All times and dates in this Announcement may be subject to amendment. JPMC shallnotify the Placees and any person acting on behalf of the Placees of anychanges. This information is provided by RNS The company news service from the London Stock Exchange