Highlands Natural Resources Regulatory News (HNR)

27 Apr 2006 08:23

Hardman Resources Limited27 April 2006 HARDMAN RESOURCES LTD ABN 98 009 210 235 Level 1, 50 Kings Park Road, West Perth PO Box 869, West Perth Western Australia 6872 Tel: +61 8 9261 7600 Fax: +61 8 9321 2375 STOCK EXCHANGE / MEDIA RELEASE RELEASE DATE: 27 April 2006 AUSTRALIAN CONTACT: Simon Potter Hardman Resources Ltd +61 8 9261 7600 Peter Thomas Hardman Resources Ltd +61 8 9261 7600 Jim Kelly Third Person Communications Pty Ltd +61 2 8298 6100 LONDON CONTACT: Patrick Handley Brunswick Group +44 207 404 5959 RE: PROPOSED PLACING PAGES: 15 PROPOSED PLACING OF UP TO 65,918,810 ORDINARY SHARES AT 98 PENCE PER PLACING SHARE TO FINANCE ACCELERATED APPRAISAL AND EXPLORATION Hardman Resources Limited ("Hardman" or "the Company") is pleased to announce aplacing (the "Placing") of up to 65,918,810 new fully paid ordinary shares ofthe Company representing up to 10 per cent. of the current issued share capitalof the Company at a Placing Price of 98 pence per share. The primary purpose ofthe Placing is to provide additional funding for active appraisal andexploration programmes. The Placing is being managed by Hardman's joint London brokers, JPMorganCazenove Limited and Oriel Securities Limited. With the Chinguetti field now in production, further discoveries offshoreMauritania awaiting development, and the recent successes in Uganda, Hardman hassuccessfully built a balanced portfolio of exploration and production assets asa platform for future growth. The Company now has a set of attractive investmentopportunities which offer the potential to accelerate value delivery, leverageregional knowledge and complement the existing portfolio in terms of riskprofiles. In view of these new investments, the Board considers it desirable to raiseadditional equity. This will permit opportunities to be pursued at the desiredpace while preserving balance sheet strength and flexibility. Hardman's new investment requirements over the next approximately 18 monthsinclude: In Uganda, the Company proposes to make further investment to appraise therecent play-opening discoveries, Mputa-1 and Waraga-1, which will allow an earlyassessment of their size and commercial significance. The programme will includethe Mputa-2 appraisal well and flow tests for two wells, commencing in the firsthalf 2006, and further onshore exploration wells - at least two being plannedfor later in the year and further drilling anticipated in 2007. Looking ahead,Hardman has commenced planning for drilling large offshore prospects beneathLake Albert and will also likely acquire additional 2D and 3D seismic data toextend coverage over the onshore oil trend. It is envisaged that Hardman willspend at least US$20 million in Uganda over the remainder of this year and next,with additional amounts, including early development spend, incurred dependingon further drilling success. In Guyane, the recently acquired seismic data over the eastern portion of ourlarge permit has revealed significant deep water potential for prospects of theseveral hundred million barrel size in addition to the large structural prospectMatamata in the west. While Hardman intends to farm-out part of its equity inGuyane, US$10 million of the proceeds of the Placing is anticipated to providefunding to test the prospectivity of different play types by drilling at leasttwo wells at, what the Board consider, material equity levels, rather than asingle test. Drilling is now most likely to commence in 2007, subject to rigavailability. The Company has also been pursuing a number of attractive new ventureopportunities, of which the recently announced ventures in Tanzania and Surinameare the first to be signed-up. The Ruvuma Basin area onshore Tanzania willrequire funding of US$8 million including seismic acquisition and drilling twowells, with drilling expected to commence in the second half of 2007. Mostrecently, Hardman has announced it has signed a heads of agreement for entryinto Suriname, with a 40% stake in the onshore Coronie and Uitkijk concessions.This represents a lower risk, lower cost exploration opportunity as the blocksare close to existing producing fields and infrastructure. Investment by Hardmanof US$9 million is anticipated in Suriname over the next 18 months, subject tocompletion of detailed contract negotiations, with potential for rapid follow-ondevelopment spend in a success case. The Tanzania and Suriname ventures aresubject to certain Government approvals. Out of the proceeds of the Placing, US$25 million is allocated to specific newventure proposals, including further Atlantic Margin exploration new ventures atan advanced stage of negotiation. Hardman also proposes to bid for acreage inthe upcoming Trinidad licensing round. This acreage would have a good fit withour developing focus area offshore Northern South America and we believe we arewell placed given the local knowledge of our Trinidad office. Proceeds of the Placing not applied towards the above investments will beallocated to increasing working capital, including support for any new venturecommitments, and reducing reliance on the Group's existing project financefacility. The proposed use of the proceeds of the Placing described in thisannouncement assume the Placing is fully subscribed and is based on the currentintentions of the Board and may be subject to change dependent upon thecircumstances prevailing at the time such funds are to be used. Mauritanian operating cashflows will be used to support the Group's existinginvestment requirements, including re-investment in Mauritania such as theanticipated development of Tiof, and debt service. Nevertheless, the Placing isalso expected to provide a sound funding basis for the anticipated Tiofdevelopment sanction. Moreover, while the Mauritanian assets have some debtcapacity, the Board considers that this is more appropriately used for fundingdevelopments rather than being drawn upon effectively to fund exploration. Operating cash flows from Chinguetti are presently strong, notwithstanding thatproduction levels are currently below oil facilities capacity. As noted in theCompany's quarterly report dated 21 April 2006, production averaged 60 kbopd(gross) for the first half of April 2006 and has averaged around 50 kbopd(gross) for the subsequent period 16 April to 25 April 2006. The reduction isdue principally to lower deliverability from the northern wells. This will notbe compensated by over producing from the southern wells, which would likelycause gas and water handling issues. Production is not expected to increasesignificantly from this present level until well intervention and / oradditional drilling takes place, which is anticipated towards the end of thethird quarter of 2006 or beginning of the fourth quarter 2006. To the extent that 2006 actual production, based on the latest informationoutlined above, differs from the Company's previous projections, there would beconsequential changes to previously forecast cash earnings for 2006 and net debt/net cash. However, the Board considers that current high oil prices, ifsustained, should more than offset the reduction in forecast cash earnings for2006. Commenting on the Placing, Hardman's CEO Simon Potter said: "Hardman'sMauritania assets offer investors current production, a pipeline of new projectsand exploration potential in an emerging oil province. New financial resourceswill permit us to follow up our Uganda discoveries aggressively, acquire newacreage and actively explore across our existing portfolio over the coming 18months, while still maintaining a strong balance sheet. Furthermore, the Placingwill enhance our UK investor base, and offer shareholders greater liquidity. Itbuilds on a successful history for Hardman in London, where its shares have beenlisted on AIM since 2002." Contacts for enquiries: Simon Potter / Peter Thomas Hardman Resources Ltd +61 8 9261 7600 Laurence Hollingworth / Colin Carscadden JPMorgan Cazenove Limited +44 207 588 2828 Simon Bragg / Andrew Edwards Oriel Securities Limited +44 207 710 7600 Patrick Handley Brunswick Group +44 207 404 5959 Jim Kelly Third Person +61 2 8298 6100 This announcement is the sole responsibility of the Company. No representationor warranty, express or implied, is or will be made as to, or in relation to,and no responsibility or liability is or will be accepted by JPMorgan CazenoveLimited or Oriel Securities Limited or by any of their respective Affiliates oragents as to or in relation to, the accuracy or completeness of thisannouncement, or any other written or oral information made available to orpublicly available to any interested party or its advisers, and any liabilitytherefor is hereby expressly disclaimed. JPMorgan Cazenove Limited and Oriel Securities Limited, each of which isauthorised and regulated in the United Kingdom by the FSA, are acting forHardman Resources Limited and no one else in connection with the Placing andwill not be responsible to anyone other than Hardman Resources Limited forproviding the protections afforded to clients of JPMorgan Cazenove Limited andOriel Securities Limited nor for providing advice in relation to the Placing orany matter referred to in this announcement. The distribution of this announcement (including the Appendices) and the Placingmay be restricted by law in certain jurisdictions. No action has been taken bythe Company, JPMorgan Cazenove Limited or Oriel Securities Limited that wouldpermit an offer of the Placing Shares or possession or distribution of thisannouncement (including the Appendices) or any other offering or publicitymaterial relating to such Placing Shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this announcement(including the Appendices) comes are required by the Company, JPMorgan CazenoveLimited and Oriel Securities Limited to inform themselves about and to observeany such restrictions. The information contained in this announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. Thisannouncement is not an offer of securities for sale into the United States. ThePlacing Shares have not been and will not be registered under the Securities Actand may not be offered or sold, directly or indirectly, in the United Statesabsent registration or an exemption from registration. There will be no publicoffering of securities in the United States. The Placing Shares have not beenand will not be registered with any regulatory authority of any state within theUnited States. Members of the general public are not eligible to take part in the Placing. Thisannouncement and the Appendices and the terms and conditions set out therein areonly addressed to and directed at persons in member states of the EuropeanEconomic Area who are "qualified investors" within the meaning of Article 2(l)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the UK,this announcement and the Appendices and the terms and conditions set outtherein are only addressed to and directed at, Qualified Investors (i) who haveprofessional experience in matters relating to investments falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended (the "Order") and Qualified Investors fallingwithin Article 49(2)(a) to (d) of the Order, and (ii) to whom they may otherwiselawfully be communicated (all such persons together with Qualified Investorsbeing referred to as "relevant persons"). This announcement and the Appendicesand the terms and conditions set out therein must not be acted on or relied on(i) in the UK, by persons who are not relevant persons, and (ii) in any memberstate of the European Economic Area other than the UK, by persons who are notQualified Investors. Any investment or investment activity to which thisdocument relates is available only to (i) in the UK, relevant persons, and (ii)in any member state of the European Economic Area other than the UK, QualifiedInvestors, and will be engaged in only with such persons. In the Commonwealth of Australia, the Placing is only being made to persons towhom it is lawful to offer Placing Shares without disclosure to investors underChapter 6D of the Corporations Act under one or more exemptions set out inSection 708 of the Corporations Act. Neither the announcement nor the terms and conditions set out herein constitutean offer for sale or subscription of any securities in the Company. Appendix I Important Information on the Placing for Placees only 1. Introduction Each Placee will be deemed to have read and understood this announcement(including the Appendices) in its entirety and to be making its offer tosubscribe for Placing Shares on the terms and conditions contained in thisAppendix, and to be providing the representations, warranties, agreements,acknowledgements and undertakings contained in this Appendix. 2. Details of the placing agreement and the placing shares Commencing today, JPMorgan Cazenove Limited and Oriel Securities Limited areconducting a fixed price accelerated Bookbuild. JPMorgan Cazenove Limited andOriel Securities Limited have entered into the Placing Agreement with theCompany pursuant to which JPMorgan Cazenove Limited and Oriel Securities Limitedhave, on the terms and subject to the conditions set out therein, agreed to usetheir reasonable endeavours as agent for and on behalf of the Company to procurePlacees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid, will rank infull for all future dividends and other distributions declared in respect of theexisting issued Ordinary Shares on or after the date of issue of the PlacingShares and will otherwise rank pari passu in all respects with the existingissued Ordinary Shares. Application will be made to the ASX for ASX Quotation and to London StockExchange plc for AIM Admission of the Placing Shares on AIM. It is expected thatAIM Admission will take place and dealings in the Placing Shares will commenceon 3 May 2006 and ASX Quotation will commence on 4 May 2006. 3. Bookbuild Process This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. No commissions will be paid to Placees (or anynominee or other agent acting on behalf of any Placee) or by Placees in respectof their agreement to subscribe for any Placing Shares. JPMorgan Cazenove Limited, Oriel Securities Limited and the Company will beentitled to effect the Placing by such alternative method to the Bookbuild asthey may, in their sole discretion, determine. To the fullest extent permissibleby law, neither JPMorgan Cazenove Limited, Oriel Securities Limited nor any oftheir respective Affiliates, nor the Company nor any of its Affiliates, shallhave any liability to Placees (or to any other person whether acting on behalfof a Placee or otherwise) in respect of their conduct of the Bookbuild or ofsuch alternative method of effecting the Placing as they may determine. By participating in the Bookbuild and the Placing, Placees will be deemed tohave read and understood this announcement (including the Appendices) in itsentirety and to be participating and making an offer for Placing Shares on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. A furtherannouncement will be made following the close of the Bookbuild detailing thenumber of Placing Shares and confirming the Placing Price. A person who wishes to participate in the Bookbuild should communicate itsapplication (stating the number of Placing Shares for which they wish tosubscribe at the Placing Price) by telephone to its usual sales contact atJPMorgan Cazenove Limited or Oriel Securities Limited. If successful, anallocation will be confirmed orally to such person following the close of theBookbuild, and a conditional contract note will be dispatched as soon aspossible thereafter. JPMorgan Cazenove Limited or Oriel Securities Limited'soral confirmation will constitute a legally binding commitment upon such person(who will at that point become a Placee) to subscribe for the number of PlacingShares allocated to that Placee at the Placing Price and otherwise on the termsand conditions set out in this Appendix and in accordance with the Company'sconstitutional documents. An application for Placing Shares will be made on theterms and conditions in this Appendix and will not be capable of variation orrevocation after the close of the Bookbuild. Each Placee's obligations will be owed to the Company and to either JPMorganCazenove Limited or Oriel Securities Limited, depending on through whom suchPlacee submitted its bid. Each Placee will also have an immediate, separate,irrevocable and binding obligation, owed to JPMorgan Cazenove Limited or, as thecase may be, Oriel Securities Limited, to pay to it (on behalf of the Company)(or as it may direct) in cleared funds an amount equal to the product of thePlacing Price and the number of Placing Shares such Placee has agreed tosubscribe for. All obligations under the Placing will be subject to fulfilment of theconditions of the Placing referred to in paragraph 4 below. To the fullestextent permitted by law, each Placee acknowledges and agrees that it will not beentitled to exercise any right of rescission at any time after closing of theBookbuild, provided that this does not affect any other rights such Placee mayhave. The Placing Shares will be acquired by the Placee free of all expenses and freeof all stamp duty and stamp duty reserve tax unless stamp duty or stamp dutyreserve tax is chargeable on the issue of Placing Shares to the Placee under anyof sections 67 and 93 (Depository Receipts) or sections 70 or 96 (ClearanceServices) of the Finance Act 1986. By accepting the terms and conditions in thisAppendix, each Placee confirms and warrants that these sections will not applyto the issue of Placing Shares to it. If the Placee is not able to confirm andwarrant that the above sections do not apply to it or if any such stamp duty orstamp duty reserve tax is payable under such sections, it will be entirely forthe Placee's account and neither the Company, JPMorgan Cazenove Limited norOriel Securities Limited will have any liability in respect thereof. 4. Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. Theobligations of JPMorgan Cazenove Limited and Oriel Securities Limited under thePlacing Agreement are conditional upon, inter alia, the Company allotting thePlacing Shares to the Depositary by 8.00 am (Sydney time) on the Closing Date); The Placing Agreement may be terminated by JPMorgan Cazenove Limited or OrielSecurities Limited at any time prior to 8.00 am (Sydney time) on the ClosingDate if, inter alia, a force majeure event occurs or there is a material adversechange in the condition of the Group or if there is a breach of any warrantygiven by the Company in the Placing Agreement in respect of a matter which, inthe opinion of JPMorgan Cazenove Limited and Oriel Securities Limited (acting ingood faith), is material in the context of the Placing. JPMorgan CazenoveLimited and Oriel Securities Limited may, at their discretion and upon suchterms as they think fit, waive compliance by the Company with, or extend thetime and/or date for fulfilment by the Company of, the whole or any part of anyof the Company's obligations in relation to the conditions in the PlacingAgreement, save that the conditions relating to, inter alia, the Companyallotting the Placing Shares to the Depositary and publication of thisannouncement will not be. Any such extension or waiver will not affect Placees'commitments as set out in this announcement. By accepting the obligations set out in the terms and conditions in thisAppendix each Placee agrees that any exercise by JPMorgan Cazenove Limited orOriel Securities Limited of any right to terminate the Placing Agreement or towaive or extend any condition in the Placing Agreement shall be within theabsolute discretion of JPMorgan Cazenove Limited and Oriel Securities Limitedand that JPMorgan Cazenove Limited and Oriel Securities Limited shall have noliability to any Placee whatsoever in connection with any decision to exerciseor not to exercise any such right. If the Placing Agreement does not become unconditional or is terminated inaccordance with its terms prior to 8.00 am (Sydney time) on the Closing Date,the Placing will not proceed and the Placee's rights and obligations will ceaseand no claims will be capable of being made by any Placee in respect of thePlacing. 5. Registration and settlement Placees will not be issued with Placing Shares but with depositary interestsrepresenting the Placing Shares issued by Computershare Investor Services PLC asdepositary. The depositary interests are created pursuant to and issued on theterms of a deed poll executed by the depositary in favour of the holders of thedepositary interests from time to time. The underlying Placing Shares will beissued by the Company to the Depositary and will be subject to the existingdepositary agreement between the Company and the Depositary. Settlement oftransactions in the depositary interests (which bear the same ISIN as thePlacing Shares - ISIN: AU000000HDR6) following AIM Admission will take placewithin the CREST system subject to certain exceptions. JPMorgan Cazenove Limited and Oriel Securities Limited reserve the right torequire settlement for and delivery of the Placing Shares to Placees by suchother means that it deems necessary if delivery or settlement is not possible orpracticable within the CREST system within the timetable set out in thisannouncement (including this Appendix) or would not be consistent with theregulatory requirements in any Placee's jurisdiction. Payment for the Placing Shares in the form of depositary interests will be madein sterling. Each Placee allocated Placing Shares agrees that it will do allthings necessary to ensure that delivery and payment is completed in accordancewith the standing CREST settlement instructions which it has in place withJPMorgan Cazenove Limited or, as the case may be, Oriel Securities Limited. It is expected that the trade date will be 27 April 2006 and that settlementwill be on 3 May 2006 on a T+3 basis in accordance with normal market practice. 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 2percentage points above the base rate of Barclays Bank Plc. Each Placee is deemed to agree that if it does not comply with theseobligations, JPMorgan Cazenove Limited or, as the case may be, Oriel SecuritiesLimited may sell any or all of the Placing Shares allocated to that Placee onsuch Placee's behalf and retain from the proceeds, for JPMorgan Cazenove Limitedor, as the case may be, Oriel Securities Limited's account and benefit, anamount equal to the aggregate amount owed by the Placee plus any interest due.The relevant Placee will, however, remain liable for any shortfall below theaggregate amount owed by it and may be required to bear any stamp duty or stampduty reserve tax (together with any interest or penalties) which may arise uponthe 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 such custodians or settlement agents are made awareof the Placing and take necessary action to ensure timely settlement. 6. Representations and warranties By participating in the Placing each Placee confirms, represents, warrants andundertakes to JPMorgan Cazenove Limited and Oriel Securities Limited (for thebenefit of JPMorgan Cazenove Limited, Oriel Securities Limited and the Company)that: (i) it has read this announcement (including this Appendix) inits entirety and has not redistributed it; (ii) the exercise by JPMorgan Cazenove Limited or, as the casemay be, Oriel Securities Limited of any rights or discretion under the PlacingAgreement shall be within the absolute discretion of JPMorgan Cazenove Limitedor, as the case may be, Oriel Securities Limited and JPMorgan Cazenove Limitedand Oriel Securities Limited need not have any reference to the Placee and shallnot have any liability to the Placee whatsoever in connection with any decisionto exercise or not to exercise any such right. Each Placee agrees that they donot have any rights against JPMorgan Cazenove Limited, Oriel Securities Limited,the Company, their Affiliates or any of their respective directors, officers,employees, agents or advisers under the Placing Agreement pursuant to theContracts (Rights of Third Parties) Act 1999; (iii) neither the Placee nor, as the case may be, their clientsexpect JPMorgan Cazenove Limited or Oriel Securities Limited to have any dutiesor responsibilities to the Placee similar or comparable to the duties of "bestexecution" and "suitability" imposed by The Conduct of Business Source Bookcontained in The FSA's Handbook of Rules and Guidance, and that neither JPMorganCazenove Limited nor Oriel Securities Limited is acting for the Placee and thatJPMorgan Cazenove Limited and Oriel Securities Limited will not have any dutiesor responsibilities for providing to the Placee the protections afforded toclients of JPMorgan Cazenove Limited and Oriel Securities Limited or forproviding any advice in relation to the Placing or the Placing Shares; (iv) to the fullest extent permitted by law and to the extentpermitted by the Rules of the FSA (or equivalent regulatory authority in anyrelevant jurisdiction), neither JPMorgan Cazenove Limited, Oriel SecuritiesLimited, their Affiliates nor any of their respective directors, officers,employees, agents and advisers shall be liable to the Placee for any matterarising in connection with the Placing or any acquisition of Placing Shares (ordepositary interests) pursuant to the Placing and that where any such liabilitynevertheless arises as a matter of law the Placee will immediately waive anyclaim against any of such persons which the Placee may have in respect thereof; (v) in the case of a person who confirms to JPMorgan CazenoveLimited or, as the case may be, Oriel Securities Limited on behalf of a Placeean agreement to acquire Placing Shares (or depositary interests) that personrepresents and warrants that he has the authority to do so on behalf of thePlacee; (vi) it is not and is not applying as nominee or agent for, aperson who is, or may be, liable to pay stamp duty or stamp duty reserve taxunder any of the sections 67, 70, 93 or 96 of the Finance Act 1986 (depositaryreceipts and clearance services); (vii) it is not a national or resident of the United States, Canadaor Japan or any other jurisdiction where the Placing may be in breach of anyapplicable law and/or regulation or a corporation, partnership or other entityorganised under the laws of the United States, Canada, or Japan or any suchother jurisdiction and that the Placee will not offer, sell, renounce, transferor deliver directly or indirectly any of the Placing Shares (or depositaryinterests) in to the United States, Canada or Japan or any other jurisdictionwhere to do so would be in breach of any applicable law and/or regulation or toor for the benefit of any person resident in the United States, Canada or Japanor any other jurisdiction where to do so would be in breach of any applicablelaw and/or regulation and the Placee acknowledges that the Placing Shares havenot been and will not be registered under the Securities Act and the relevantexemptions are not being obtained from the Securities Commission of any provinceof Canada and that the same are not being offered for sale and may not be,directly or indirectly offered, sold, transferred or delivered in the UnitedStates, Canada or Japan or any other jurisdiction where to do so would be inbreach of any applicable law and/or regulation; (viii) if the Placee is resident in the Commonwealth of Australia itis a person to whom it is lawful to offer Placing Shares without disclosure toinvestors under Chapter 6D of the Corporations Act under one or more exemptionsset out in Section 708 of the Corporations Act; (ix) if the Placee is resident in a member state of the EuropeanEconomic Area it is a "qualified investor" within the meaning of Article 2(l)(e)of the Prospectus Directive; (x) it is entitled to acquire the Placing Shares in itsallocation under the laws of all relevant jurisdictions which apply to suchPlacee and that such Placee has fully observed such laws, obtained allgovernmental and other consents which may be required thereunder or otherwiseand complied with all necessary formalities and that it has not taken any actionor omitted to take any action which will or may result in the Company, JPMorganCazenove Limited, Oriel Securities Limited, their Affiliates or any of theirrespective directors, officers, employees, agents or advisers acting in breachof the legal or regulatory requirements of any territory in connection with thePlacing or its allocation of Placing Shares (or depositary interests) under thePlacing; (xi) if the Placee is resident in United Kingdom, the Placee is aperson of a kind described in paragraph 5 of Article 19 or paragraph 2 ofArticle 49 of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended); (xii) none of JPMorgan Cazenove Limited, Oriel Securities Limited,any of their respective Affiliates nor any person acting on behalf of JPMorganCazenove Limited or Oriel Securities Limited or its Affiliates nor the Companyor its Affiliates has provided or, each Placee acknowledges, will provide itwith any material regarding the Placing Shares (or depositary interests) or theCompany other than this announcement (including this Appendix); nor has itrequested the Company, JPMorgan Cazenove Limited, Oriel Securities Limited, anyof their respective Affiliates or any person acting on behalf of the Company,JPMorgan Cazenove Limited, Oriel Securities Limited or any of its Affiliates toprovide it with any such information; (xiii) it acknowledges that the content of this announcement(including this Appendix) is exclusively the responsibility of the Company andthat neither JPMorgan Cazenove Limited, Oriel Securities Limited, nor any oftheir respective Affiliates nor any person acting on behalf of JPMorgan CazenoveLimited or Oriel Securities Limited or its Affiliates has or shall have anyliability for any information, representation or statement contained in thisannouncement (including this Appendix) or any information previously publishedby or on behalf of the Company and will not be liable for any Placee's decisionto participate in the Placing based on any information, representation orstatement contained in this announcement (including this Appendix) or otherwise.Each Placee further represents, warrants and agrees that the only information onwhich it is entitled to rely and on which such Placee has relied in committingto subscribe for the Placing Shares (or depositary interests) is contained inthis announcement (including this Appendix) and business and financialinformation published by the Company in accordance with the rules and practicesof the ASX and AIM, such information being all that it deems necessary to makean investment decision in respect of the Placing Shares (or depositaryinterests) and that it has relied on its own investigation with respect to thePlacing Shares (or depositary interests) and the Company in connection with itsdecision to subscribe for the Placing Shares (or depositary interests) andacknowledges that it is not relying on any investigation that JPMorgan CazenoveLimited, Oriel Securities Limited, any of their respective Affiliates or anyperson acting on behalf of JPMorgan Cazenove Limited, Oriel Securities Limitedor its Affiliates may have conducted with respect to the Placing Shares (ordepositary interests) or the Company and none of such persons has made anyrepresentations to it, express or implied, with respect thereto; (xiv) it has the power and authority to carry on the activities inwhich it is engaged, to subscribe for the Placing Shares (or depositaryinterests) and to execute and deliver all documents necessary for suchsubscription; (xv) it has complied with its obligations in connection with moneylaundering and terrorist financing under the Proceeds of Crime Act 2002, theTerrorism Act 2003 and the Money Laundering Regulations 2003 and, if makingpayment on behalf of a third party, that satisfactory evidence has been obtainedand recorded by it to verify the identity of the third party as required by suchlegislation; (xvi) it (and any person acting on its behalf) will make payment forthe Placing Shares (or depositary interests) allocated to it in accordance withthis announcement (including this Appendix) on the due time and date set outherein, failing which the relevant Placing Shares (or depositary interests) maybe placed with other subscribers or sold as JPMorgan Cazenove Limited or, as thecase may be, Oriel Securities Limited may in its sole discretion determine andwithout liability to such Placee; and (xvii) any agreements entered into by it pursuant to these terms andconditions shall be governed by and construed in all respects in accordance withEnglish law and it submits (on behalf of itself and on behalf of any person onwhose behalf it is acting) to the exclusive jurisdiction of the courts ofEngland 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, JPMorgan Cazenove Limited or OrielSecurities Limited in any jurisdiction in which the relevant Placee isincorporated or in which any of its securities have a quotation on a recognisedstock exchange. (xviii) if it is a financial intermediary, as that term is used inArticle 3(2) of the Prospectus Directive, the Placing Shares (or depositaryinterests) purchased by it in the Placing will not have been 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 (as defined in the Prospectus Directive), or in circumstances in whichthe prior consent of JPMorgan Cazenove Limited and Oriel Securities Limited hasbeen given to the offer or resale; (xix) it has not offered or sold and, prior to the expiry of a periodof six months from the commencement of trading of the Placing Shares (ordepositary interests), will not offer or sell any Placing Shares (or depositaryinterests) to persons in the United Kingdom except to persons whose ordinaryactivities 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 FSMA; (xx) it has only communicated or caused to be communicated and willonly communicate or cause to be communicated any invitation or inducement toengage in investment activity (within the meaning of section 21 of FSMA)relating to the Placing Shares (or depositary interests) in circumstances inwhich Section 21(1) of FSMA does not require approval of the communication by anauthorised person; (xxi) it has all necessary capacity and has obtained all necessaryconsents and authorities to enable it to commit to subscribe Placing Shares inthe 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); (xxii) it has complied and will comply with all applicable provisionsof FSMA with respect to anything it does in relation to the Placing Shares (ordepositary interests) in, from or otherwise involving the United Kingdom; (xxiii) it agrees to indemnify and hold harmless the Company, JPMorganCazenove Limited and Oriel Securities Limited and their respective Affiliatesfrom any and all costs, claims, liabilities and expenses (including legal feesand expenses) arising out of or in connection with any breach by it (or anyperson on whose behalf it is acting) of the representations, warranties,acknowledgements, agreements and undertakings in this Appendix and furtheragrees that the provisions of this Appendix shall survive after completion ofthe Placing. 7. Supply and Disclosure of Information If the Company, JPMorgan Cazenove Limited, Oriel Securities Limited, theCompany's registrars or any of their agents request any information about aPlacee's agreement to acquire Placing Shares, including, without limitation,evidence supporting the representations and warranties deemed given underparagraph 6 of this announcement, such Placee must (and it undertakes to)promptly disclose it to them. 8. Miscellaneous The rights and remedies of JPMorgan Cazenove Limited, Oriel Securities Limited,the Company and the Company's registrars under these terms and conditions are inaddition to any rights and remedies which would otherwise be available to eachof them and the exercise or partial exercise of one will not prevent theexercise of others. All documents will be sent at the Placee's risk. They may be sent by post tosuch Placee at an address notified to JPMorgan Cazenove Limited or, as the casemay be, Oriel Securities Limited. Each Placee agrees to be bound by the constitutional documents of the Company(as amended from time to time) once the Placing Shares which such Placee hasagreed to acquire have been issued to such Placee. The contract to acquire Placing Shares and the appointments and authoritiesmentioned herein will be governed by, and construed in accordance with, the lawsof England. For the exclusive benefit of JPMorgan Cazenove Limited and OrielSecurities Limited, the Company and the Company's registrars, each Placeeirrevocably submits to the exclusive jurisdiction of the English courts inrespect of these matters. This does not prevent an action being taken against aPlacee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to aPlacee in these terms and conditions are to each such Placee and such Placees'liability is joint and several. Monies received from Placees pursuant to the Placing will be held by or onbehalf of JPMorgan Cazenove Limited or, as the case may be, Oriel SecuritiesLimited until such time as the Placing Agreement becomes unconditional in allrespects. If the Placing Agreement does not become unconditional in all respectsby 8:00 am (Sydney) time on 2 May 2006 (or such later date as JPMorgan CazenoveLimited and Oriel Securities Limited may agree but in any event not later than10 May 2006), such monies will be returned without interest. Any obligations of JPMorgan Cazenove Limited and Oriel Securities Limited in thePlacing are several and not joint or joint and several. Appendix II Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise:"Affiliate" shall have the meaning given to that term in Rule 405 of the Securities Act"AIM" AIM, a market operated by London Stock Exchange plc;"AIM Admission" the admission of the Placing Shares to trading on AIM in accordance with the AIM Rules;"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange as in force from time to time;"ASX" Australian Stock Exchange Limited (ABN 98 008 624 691);"ASX Quotation" means the quotation of the Placing Shares on the official list of the ASX;"Bookbuild" Means the fixed price accelerated bookbuilding process to be conducted by JPMorgan Cazenove Limited and Oriel Securities Limited to arrange participation by the Placees in the Placing;"Business Day" means a day (other than a Saturday or a Sunday) on which clearing banks are open for a full range of banking transactions in London and Sydney;"Closing Date" means 2 May 2006 (or such other date as may be agreed between the Company and JPMorgan Cazenove Limited and Oriel Securities Limited not being later than 2 Business Days before 10 May 2006); "Company" Hardman Resources Limited"Corporations Act" the Australian Corporations Act 2001 (Cwlth);"CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the Operator (as defined in the Regulations);"CRESTCo" CRESTCo Limited;"Depositary" means the Company's depositary (currently Computershare Investor Services PLC); "FSA" the Financial Services Authority;"FSMA" the Financial Services and Markets Act 2000, as amended;"Group" means the Company and its subsidiary undertakings including, where the context requires, any one or more of such companies;"Ordinary Shares" ordinary shares of no par value in the share capital of the Company;"Placees" persons who are invited to and who choose to participate in the Placing (including individuals, funds or others) by making an oral offer to subscribe for the Placing Shares on the terms and conditions set out in this Agreement;"Placing" the placing of the Placing Shares with Placees to be effected by JPMorgan Cazenove Limited and Oriel Securities Limited;"Placing Agreement" the conditional agreement dated 27 April 2006 between the Company, JPMorgan Cazenove Limited and Oriel Securities Limited details of which are set out in this announcement;"Placing Price" 98 pence per Placing Share or such lower amount as may be agreed between the Company, JPMorgan Cazenove Limited and Oriel Securities Limited;"Placing Shares" up to 65,918,810 Ordinary Shares to be placed by JPMorgan Cazenove Limited and Oriel Securities Limited pursuant to the Placing Agreement;"Prospectus Directive" Prospectus Directive 2003/71/EC;"quotation" has the meaning given to it in the Listing Rules of the ASX;"Regulation S" Regulation S under the Securities Act;"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755);"Securities Act" the United States Securities Act of 1933, as amended;"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and"United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia. RICHARD O'SHANNASSY COMPANY SECRETARY This information is provided by RNS The company news service from the London Stock Exchange