GSH.L Regulatory News (GSH)

15 Jun 2007 07:00

GSH Group PLC15 June 2007 Not for release, publication or distribution in or into the United States,Australia, Canada, the Republic of Ireland or Japan. This release is not an offer for sale of securities in the United States.Securities may not be offered or sold in the United States absent registrationor an exemption from registration under the U.S. Securities Act of 1933, asamended. The issuer of the shares has not registered, and does not intend toregister, any portion of the offering in the United States and does not intendto conduct a public offering of its securities in the United States. GSH GROUP PLC PLACING & TRADING UPDATE GSH Group plc (AIM: GSH) ("GSH" or "the Group"), the international provider ofbespoke facilities management and energy management solutions, is pleased toannounce today the conditional placing ("Placing") by KBC Peel Hunt Ltd of1,500,000 ordinary shares of 1p each in GSH ("Placing Shares") at a price of440p per share ("the Placing Price") with institutional and other investors. 700,000 of the Placing Shares ("New Shares") have been placed on behalf of theCompany to raise approximately £3.08 million (£3.0 million net of expenses) forthe Company. 600,000 and 200,000 of the Placing Shares (together "the Existing Shares") havebeen placed on behalf of, respectively, The Geo. S Hall No 2 Pension Scheme (the"Principal Vendor") and the GSH Employee Benefit Trust (the "EBT Vendor" andtogether with the Pincipal Vendor, the "Vendors"). The 600,000 shares placed onbehalf of the Principal Vendor are beneficially held for Ian Scarr-Hall, theformer chairman of GSH. Use of Proceeds The funds raised from the Placing will be used to support the Group's plans forsupplementing organic growth with acquisitions. Since flotation GSH has madethree acquisitions that have enhanced and strengthened the Group's serviceoffering and the Board are committed to continuing this activity. There is aconsiderable pipeline of potential acquisitions and the funds raised will allowthe Group to act swiftly when a suitable target company is identified. Senior Management Incentivisation Plan The Remuneration Committee has today approved a recommendation by the board ofGSH to allocate a total of 370,000 ordinary shares for the purposes of awardsunder a newly formed Senior Management Incentivisation Plan ("SMIP") for thebenefit of directors and senior management. 300,000 of these shares have nowbeen allotted (the "New SMIP Shares") to a GSH Employee Benefit Trust. Theremaining 70,000 shares will be sourced as to 41,790 from remaining shares inanother employee benefit trust and the balance from either market purchases orfrom the allotment of new shares in due course. The purpose of the SMIP is tohelp secure and lock in the services of key members of GSH's senior managementteam. The SMIP is designed to provide a mechanism through which a pool of sharesmay be held for senior management with the principal condition that thebeneficiaries must be employed at the end of a three-year period from the dateof issue when the shares would vest in them absolutely together with any accrueddividend income over the three-year period. No awards of shares have yet beenmade under the terms of the SMIP. Application has been made for the New SMIPShares to be admitted to AIM. Admission is expected to become effective on 20June 2007. Trading update As reported on 23 March 2007 in the interim results statement for the six monthsended 31 January 2007, GSH entered the second half of the year with a recordorder book and a very healthy order pipeline in all of its key markets. Sincethen the Group has enjoyed a steady flow of new business and the order bookcontinues to be very strong. Trading conditions during the second half of theyear have remained buoyant and the directors look forward to providing an updateon developments and reporting the Group's full-year performance in October. Further details on the Placing The placing of the New Shares and the Existing Shares is conditional upon theadmission of the New Shares to AIM becoming effective ("Admission"). Applicationwill be made for the New Shares to be admitted to AIM. Admission of the NewShares is expected to become effective on 20 June 2007. The New Shares will beissued credited as fully paid and will rank pari passu in all respects with theexisting Ordinary Shares, including the right to receive all dividends and otherdistributions declared or paid thereon following Admission. The Placing of the New Shares is also conditional upon the Placing Agreementbetween KBC Peel Hunt and the Company having become unconditional in all otherrespects and not having been terminated prior to Admission of the New Shares, orsuch later date (not being later than 5.00 p.m. on 29 June 2007) as the Companyand KBC Peel Hunt may agree. Following the Placing the issued share capital of the Company will be 21,600,000ordinary shares, held as follows: Shares %Ian Scarr-Hall 18,103,800 83.8Employees / Employee Benefit Trust 1,278,730 5.9Others 2,217,470 10.3 Total 21,600,000 100.0 Commenting on the Placing GSH Group Chief Executive Colin Tennent said: "Thisplacing will provide the Group with the necessary funding to accelerate ourplans for growth and optimise the opportunities that we have created. It alsomarks the start of a process by which we intend to release further GSH sharesinto the market and we expect this to have a beneficial effect on shareliquidity. We have been delighted by investor appetite for GSH stock which weconsider reflects our considerable achievements to date and confidence in ourfuture." Expected timetable of principal events Admission and commencement of dealings in New Shares 8.00 a.m. on 20 June 2007 Placing of Existing Shares becomes wholly unconditional 8.00 a.m. on 20 June 2007 CREST ' accounts credited in respect of Placing Shares in 20 June 2007uncertificated form Ends For further information, please contact: GSH Group plc Colin Tennent, Chief Executive 01782 200455David Simons, Chief Financial Officer Bell Pottinger Corporate & Financial Ann-marie Wilkinson 020 7861 3232Angus Prentice KBC Peel Hunt Ltd Julian Blunt 020 7418 8900David Anderson Notes to Editors: GSH Group plc GSH Group is the UK's fastest expanding FM specialist and a leadinginternational player. The Group is dedicated to providing high qualityfacilities and energy solutions designed to meet clients' specific needs andobjectives. www.gshgroup.com Appendix IMPORTANT INFORMATION FOR 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 DIRECTED ONLY ATPERSONS SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT') WHO HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENTPROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICESAND MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONSFALLING WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TOWHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERREDTO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly in the United States, Australia, Canada,the Republic of Ireland or Japan or in any jurisdiction in which suchpublication or distribution is unlawful. KBC Peel Hunt, which is regulated in the United Kingdom by The FinancialServices Authority, is acting as nominated adviser and broker exclusively forGSH Group Plc and for no one else in relation to the Placing and will not beresponsible to anyone other than GSH for providing the protections afforded toclients of KBC Peel Hunt or for providing advice in relation to the Placing oron any matter referred to herein. 1. Terms and Conditions of the Placing If a Relevant Person chooses to participate in the Placing by making oraccepting an offer to acquire Placing Shares (each such Relevant Person beinghereinafter referred to as a "Placee" and together, as the "Placees") it will bedeemed to have read and understood this Appendix in its entirety and to bemaking or accepting such offer on the terms and conditions and to be providingthe undertakings, representations, warranties and acknowledgements, contained inthis Appendix. In particular, each Placee represents, warrants and acknowledgesto KBC Peel Hunt, for itself and as agent for the Company, that it is a RelevantPerson and undertakes that it will acquire, hold, manage or dispose of anyPlacing Shares that are allocated to it for the purposes of its business. KBC Peel Hunt will arrange the Placing as agent for and on behalf of the Companyand the Vendors. Participation will only be available to persons invited toparticipate by KBC Peel Hunt. KBC Peel Hunt will determine in its absolutediscretion the extent of each Placee's participation in the Placing ("PlacingParticipation") which will not necessarily be the same for each Placee. Theprice payable per Placing Share shall be the Placing Price. A Placee's commitment to subscribe for a fixed number of Placing Shares will beagreed with and confirmed to it orally by KBC Peel Hunt (the 'PlacingCommitment') and Placees will receive a contract note or Electronic TradeConfirmation ("ETC") in respect of their allocation of Placing Shares on 15 June2007. The Placing Commitment and the contract note or ETC will set out thePlacing Participation of each Placee. The oral confirmation to the Placee by KBCPeel Hunt (the 'Oral Confirmation'), constitutes an irrevocable, legally bindingcontractual commitment to KBC Peel Hunt (as agent for the Company and theVendors) to subscribe for the number of Placing Shares allocated to such Placeeon the terms and conditions set out in this Appendix. Queries regarding settlement should be addressed to Jamie Reynolds at KBC PeelHunt, Telephone 020 7418 8955. 2. The Placing of the New Shares The Company has engaged KBC Peel Hunt to act as its agent in respect of thePlacing of the New Shares. KBC Peel Hunt has entered into a placing agreementwith the Company and the EBT Vendor (the "Placing Agreement") under which KBCPeel Hunt has agreed, as agent for the Company to use its reasonable endeavoursto procure subscribers at the Placing Price for all of the New Shares. Under the terms of the Placing Agreement the Company has undertaken to sell orprocure the sale of the New Shares free from all liens, charges andencumbrances, equities and other third party rights of any nature whatsoever andwith all rights of any nature whatsoever attaching or accruing to them. The New Shares will, when issued, be credited as fully paid, and rank pari passuin all respects with all other Ordinary Shares then allotted or in issue or tobe in issued and will confer the right to receive all dividends and otherdistributions declared, made or paid on or after the date of admission of theNew Shares to AIM becoming effective ("Admission"). The New Shares will beissued subject to the memorandum and articles of association of the Company. Application will be made for the New Shares to be admitted to AIM. It isexpected that Admission will become effective and dealings in the New Shareswill commence, at 8.00 a.m. on 20 June 2007. Placees acknowledge that, in relation to the placing of the New Shares, KBC PeelHunt reserves the right to allocate such shares in its absolute discretionincluding, if KBC Peel Hunt has any reason to believe that a breach of thePrincipal Vendor's obligations in relation to its instructions to KBC Peel Hunt(with respect to the Existing Shares to be placed on behalf of the PrincipalVendor) or the obligations of the Company or the EBT Vendor under the PlacingAgreement has arisen or may arise, deciding not to proceed with the Placing ofsuch shares or changing the number of New Shares comprised in any individualPlacing Participation. 3. The Placing of the Existing Shares The Vendors have (under the terms of the Placing Agreement and a letter ofirrevocable instruction ("Instruction Letter")) engaged KBC Peel Hunt to act astheir agent in respect of the Placing of the Existing Shares, which is alsoconditional on Admission of the New Shares. Admission of the New Shares isexpected to become effective at 8.00 a.m. on 20 June 2007. Under the terms of the Placing Agreement and the Instruction Letter, the Vendorshave undertaken to sell or procure the sale of the Existing Shares free from allliens, charges and encumbrances, equities and other third party rights of anynature whatsoever and with all rights of any nature whatsoever attaching oraccruing to them and pay any stamp duty payable on the transfer of such ExistingShares pursuant to the Placing. Placees acknowledge that, in relation to the placing of the Existing Shares, KBCPeel Hunt reserves the right to allocate such shares in its absolute discretionincluding, if KBC Peel Hunt has any reason to believe that a breach of thePrincipal Vendor's obligations in relation to its instructions to KBC Peel Hunt(with respect to the Existing Shares to be placed on behalf of the PrincipalVendor) or the obligations of the Company or the EBT Vendor under the PlacingAgreement has arisen or may arise, deciding not to proceed with the placing ofsuch shares or changing the number of Existing Shares comprised in anyindividual Placing Participation. 4. The Placing Agreement The obligations of KBC Peel Hunt under the Placing Agreement, and theobligations of Placees in respect of the Existing Shares and New Shares areconditional, inter alia, on: (a) the release of this announcement on a Regulatory Information Service in accordance with the London Stock Exchange's AIM Rules; (b) Admission becoming effective by no later than 8:00 a.m. on 20 June 2007 (or by such other date, being not later than 5.00 p.m. on 29 June 2007, as the Company and KBC Peel Hunt may in their discretion determine). (c) the Placing Agreement becoming unconditional in all other respects. If (a) the conditions set out in the Placing Agreement are not satisfied orwaived by KBC Peel Hunt by 5.00 p.m. on 29 June 2007 or (b) the PlacingAgreement is terminated in the circumstances specified below, the Placing willlapse and the rights and obligations of the Placees hereunder shall cease anddetermine at such time and no claim can be made by any Placee in respectthereof. In such event, all monies (if any) paid by the Placees to KBC Peel Huntat such time shall be returned to the Placees at their sole risk without anyobligation on the part of the Company or KBC Peel Hunt or any of theirrespective affiliates to account to the Placees for any interest earned on suchfunds. By participating in the Placing, each Placee agrees that its rights andobligations hereunder terminate only in the circumstances described above andwill not be capable of rescission or termination by the Placee. The Placees acknowledge and agree that KBC Peel Hunt may waive or extend thetime and/or date for fulfilment of any of the conditions in the PlacingAgreement (save that fulfilment of the condition that Admission occurs by 5.00p.m. on 29 June 2007 may not be waived). Any such extension or waiver will notaffect Placees' commitments. KBC Peel Hunt shall not have any liability to anyPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of the waiver or extension of the time and/or date for thesatisfaction of any condition in the Placing Agreement or in respect of thePlacing generally. The Placing Agreement may be terminated by KBC Peel Hunt at any time prior toAdmission in certain circumstances including, inter alia, following a materialbreach of the Placing Agreement by the Company, the occurrence of certain forcemajeure events, or KBC Peel Hunt becoming aware of any event having taken placeor action taken (by the EBT Vendor, the Principal Vendor or any other party)which might cause the placing of the Existing Shares to fail or prevent the NewShares and the all the Existing Shares being placed simultaneously. The exerciseof any right of termination of the Placing Agreement shall be within KBC PeelHunt's absolute discretion. KBC Peel Hunt shall have no liability to Placeeswhatsoever in the event of any such termination or in respect of any decisionwhether to exercise any such right of termination. The Placing Agreement contains usual warranties by the Company in favour of KBCPeel Hunt and, pursuant to the Contracts (Rights of Third Parties) Act 1999, thesubscribers of the Placing Shares are given the benefit of certain of thesewarranties, which are summarised as follows: (a) the information contained in this announcement is true, accurate and not misleading; (b) the latest audited accounts of the Company and its last published interim accounts were prepared in accordance with all relevant laws, regulations and standards; (c) since the publication of the latest audited accounts all matters requiring disclosure have been so disclosed or are disclosed in this announcement; and (d) no further information is known to the Company which should be disclosed and is not now disclosed in this announcement. Commitments from Placees will be made solely on the basis of the informationcontained in this announcement. Each Placee, by accepting a participation in thePlacing, agrees that the content of this announcement (including this Appendix)is exclusively the responsibility of the Company and confirms to KBC Peel Huntand the Company that it has not relied on any other information, representation,warranty or statement made by or on behalf of KBC Peel Hunt, (in each case,other than the amount of the relevant Placing Participation), or the Company andneither KBC Peel Hunt, nor the Company will be liable for the decision of anyPlacee to accept an invitation to participate in the Placing based on any otherinformation, representation, warranty or statement which the Placee may haveobtained or received (regardless of whether or not such information,representation, warranty or statement was given or made by or on behalf of anysuch persons). Each Placee acknowledges and agrees, to each of KBC Peel Hunt,for itself and as agent for the Company, that except in relation to theinformation in this announcement it has relied on its own investigation of thebusiness, financial or other position of the Company in deciding to participatein the Placing. Nothing in this paragraph shall exclude the liability of anyperson for fraudulent misrepresentation. 5. Commissions and Stamp Duty You will not be entitled to any commission in respect of any part of yourPlacing Participation. Please note that Stamp Duty will not be charged to you inrespect of your allocation of Existing Old Shares. 6. Settlement of the Placing Shares Queries regarding settlement should be addressed to Jamie Reynolds at KBC PeelHunt, Telephone 020 7418 8955. Various dates referred to in this announcement (including this Appendix) arestated on the basis of the expected timetable for the Placing. It is possiblethat some of these dates may be changed. KBC Peel Hunt will keep Placeesinformed of any significant changes to the expected timetable. Time shall be ofthe essence as regards the obligations of Placees to settle payment for PlacingShares and to comply with their other obligations under this Appendix. Conditional bargains in respect of the Placing Shares are expected to have atrade date of 15 June 2007, and are expected to be due for settlement on 20 June2007, being the day of Admission of the New Shares. Placees will receive a contract note or Electronic Trade Confirmation ("ETC") inrespect of their allocation of Placing Shares on 15 June 2007 for the account ofthe relevant settlement details specified by them to KBC Peel Hunt. However, KBCPeel Hunt reserves the right to require settlement for and delivery of suchPlacing Shares to the Placees in such other means that it deems necessary ifdelivery or settlement is not possible within CREST within the timetable set outin this announcement. Placees' entitlements to the Placing Shares are conditional on KBC Peel Hunt'sreceipt of payment by the time stated above, or by such later time and date asKBC Peel Hunt may in its absolute discretion determine. KBC Peel Hunt may, inits absolute discretion, waive such condition, and shall not be liable toPlacees whatsoever in the event of it deciding whether to waive or not to waivesuch condition. Interest may be charged in respect of payments not received by KBC Peel Hunt forvalue by the required time referred to above at a rate equal to the LondonInter-Bank Offered Rate for seven day deposits in sterling plus 2 per cent. perannum as determined by KBC Peel Hunt. If a Placee does not comply with theseobligations KBC Peel Hunt may (as agent for such Placee) sell the Placing Sharesissued to such Placee and retain from the proceeds, for its own account, anamount equal to the Placing Price plus any interest due. The relevant Placeewill, however, remain liable, inter alia, for any shortfall below the PlacingPrice and it may be required to bear any stamp duty or stamp duty reserve tax(together with any interest or penalties) which may arise upon the sale of itsPlacing Shares on its behalf. KBC Peel Hunt will keep Placees informed if: (a) KBC Peel Hunt terminates the Placing Agreement; or (b) KBC Peel Hunt's obligations under the Placing Agreement do not become unconditional by 7.30 a.m. on 15 June 2007, or such later time and date as KBC Peel Hunt and the Company may agree (being no later than 5.00 p.m. on 29 June 2007). 7. Representations, warranties and undertakings by Placees By participating in the Placing, each Placee (and any persons acting on itsbehalf): (a) represents and warrants that it has read this announcement in its entirety and acknowledges that its Placing Participation will be governed by the terms of this Appendix; (b) represents, warrants and undertakes that it will subscribe for the Placing Shares allocated to it in the Placing and pay for the same in accordance with the terms of this Appendix failing which the relevant Placing Shares may be placed with other subscribers or sold as KBC Peel Hunt determines and without liability to such Placee; (c) undertakes and acknowledges that its obligations under the Placing are irrevocable; (d) represents and warrants that it is entitled to subscribe for and purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities; (e) represents and warrants that the issue of the New Shares to the Placee, or to a nominee of the Placee or to any person specified for registration as holder of the Placee's New Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (f) represents and warrants that it is a person falling within Article 19 (5) or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; (g) represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom and will not sell or offer to sell the New Shares in a manner which will result in an offer to the public for the purposes of Article 2.1(d) of the Prospectus Directive (No. 2003/71/EC); (h) represents and warrants that it has all necessary capacity and authority, its obligations under the Placing are valid, binding and enforceable and it has obtained all necessary consents and authorities to enable it to commit to a Placing Participation and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement); (i) acknowledges that it has not been and will not be given any warranty or representation in relation to its Placing Participation or the Company or any other member of its group, other than as expressly stated in the section above headed "The Placing Agreement"; (j) acknowledges that it has not relied on any representation or warranty in reaching its decision to accept its Placing Participation, save as referred to in the previous paragraph; (k) acknowledges that it is not a customer of KBC Peel Hunt in relation to its Placing Participation and KBC Peel Hunt is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing or for providing protections afforded to its customers; (l) acknowledges that none of the Placing Shares have been or will be registered under the Securities Act of 1933 of the United States (as amended) (the "Securities Act") or any of the relevant securities laws of Canada, Australia, the Republic of Ireland or Japan and may not be offered, sold, taken up or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act, and (unless it is taking up Placing Shares pursuant to such an exemption) (i) it is not within the United States, Canada, Australia, the Republic of Ireland or Japan and it is not a US person or a citizen of Canada, Australia, the Republic of Ireland or Japan, (ii) it has not offered, sold or delivered and will not offer sell or deliver any part of its Placing Participation to persons within the United States, directly or indirectly, or into Canada, Australia, the Republic of Ireland or Japan, (iii) neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (iv) it is not taking up any part of its Placing Participation for resale in or into the United States, Canada, Australia, the Republic of Ireland or Japan, and (v) it will not distribute any offering material, directly or indirectly, in or into the United States, Canada, Australia, the Republic of Ireland or Japan or to any persons resident in such countries. Terms and expressions used in this paragraph have the meanings given to them by Regulation S made under the Securities Act; (m) undertakes and acknowledges that it will not procure the acquisition of any part of its Placing Participation by or for the account of any person with an address in Canada, Australia, the Republic of Ireland or Japan, it will not offer any Placing Shares to any such person, it will not otherwise treat any Placing Shares in any manner that would contravene any applicable Canadian, Australian, Irish or Japanese or other securities legislation and its Placing Participation will not contravene in any respect such legislation (except, in each case, pursuant to an exemption under applicable local law); (n) irrevocably appoints any duly authorised officer or employee of KBC Peel Hunt as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents, and to take such other action, on its behalf, as may be reasonably necessary or appropriate to enable it to be registered as the holder of any of the shares comprised in its participation in the Placing; (o) represents and warrants that it is a person at or to whom any communication that is a "financial promotion", as referred to in FSMA, may lawfully be issued, directed or otherwise communicated without the need for such communication to be approved, made or directed by an "authorised person" as referred to in FSMA; and (p) without limitation to paragraph (f), represents and warrants that it is a person: (i) who has professional experience in matters relating to investments and who is an investment professional as referred to at Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotions Order"); and/or (ii) to whom (as a high net worth entity) Article 49(2) of the Financial Promotions Order applies; and/or (iii) certified (as previously confirmed in writing by such Placee to the satisfaction of KBC Peel Hunt's compliance officer) as a sophisticated investor as referred to at Article 50 of the Financial Promotions Order; and/or (iv) certified (as previously confirmed in writing by such Placee to the satisfaction of KBC Peel Hunt's compliance officer) as a certified high net worth individual as referred to at Article 48 of the Financial Promotions Order; and/or (v) a person to whom (as a member or prospective member) Article 43(2) of the Financial Promotions Order applies. (q) acknowledges that any contract which may be entered into between any individual Placee and KBC Peel Hunt and/or the Company pursuant to this announcement (including this Appendix) shall be, governed by and construed in accordance with the laws of England, for which purpose Placees submit to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this letter or such contract. The acknowledgements, undertakings, representations and warranties referred toabove are given to each of the Company and KBC Peel Hunt and, as applicable, toits or their agents and are irrevocable. The Company and KBC Peel Hunt will relyupon the truth and accuracy of the foregoing acknowledgements, undertakings,representations and warranties. This information is provided by RNS The company news service from the London Stock Exchange