Hansard Regulatory News (HSD)

13 Dec 2006 07:02

Hansard Global plc13 December 2006 This announcement and the information contained herein is not for publication,distribution or release, in whole or in part, in, or into, directly orindirectly, the United States, Australia, Canada and Japan or any otherjurisdiction where such publication, distribution or release would be unlawful. This announcement is an advertisement and not a prospectus. Investors should notpurchase or subscribe for any shares referred to in this announcement except onthe basis of information in the prospectus (the "Prospectus") which is expectedto be published in due course by Hansard Global plc ("Hansard" or the "Company"and, together with its subsidiaries, the "Group") in connection with Admission(as defined below) and the proposed offer of ordinary shares in the capital ofthe Company (the "Shares") to institutional investors and management (the"Offer"). Copies of the Prospectus will be available after its publication inaccordance with the Prospectus Rules of the Financial Services Authority fromHansard Global plc's registered office at Harbour Court, Lord Street, Douglas,Isle of Man, IM99 1QL, from the office of Lazard & Co., Limited at 50 StrattonStreet, London W1J 8LL and from the office of Panmure Gordon (UK) Limited at 155Moorgate, London EC2M 6XB. 13 December 2006 HANSARD GLOBAL PLC Announcement of Offer Price of 260 pence per Share Hansard Global plc, the specialist long-term savings provider, today announcesthe price for the Offer of its Shares (the "Offer Price"). Following stronginterest in the Offer from institutional investors, Hansard is pleased toannounce that the Offer Price has been set at 260 p per Share. Highlights • Offer Price of 260 p per Share. • Based on the Offer Price, the market capitalisation of Hansard at the commencement of conditional dealings will be approximately £357 million. • The Offer comprises 50,671,326 Shares, representing approximately 37% of the Company's issued ordinary share capital, implying an Offer size of £132 million. • In addition, Polar Cap Limited (the "Selling Shareholder") has granted Panmure Gordon (UK) Limited ("Panmure Gordon") an over-allotment option of up to 7,600,699 Shares, representing approximately 15% of the Shares comprised in the Offer, exercisable for a period of up to 30 days from today. • No new Shares are being offered by the Company in connection with the Offer and no proceeds from the Offer will therefore be received by the Company. • The Shares are being offered to a broad base of institutional investors in the UK and internationally. • Conditional dealings are expected to commence on the main market for listed securities of the London Stock Exchange at 8.00 a.m. today under the ticker symbol HSD. Any dealings in Shares before the commencement of unconditional dealings will be on a "when issued" basis, at the sole risk of the parties concerned and of no effect if Admission does not take place. • The admission of the Shares to the Official List of the Financial Services Authority and commencement of unconditional dealings on the main market for listed securities of the London Stock Exchange plc (together, "Admission") is expected to take place at 8.00 a.m. on 18 December 2006. • Lazard & Co., Limited ("Lazard") is acting as Financial Adviser to the Selling Shareholder and Dr Leonard Polonsky and Sponsor to the Company in connection with the Offer. • Panmure Gordon is acting as Bookrunner to the Offer. Fox-Pitt, Kelton N.V. is acting as Co-Lead Manager to the Offer. Commenting on today's announcement, Dr Leonard Polonsky, Executive Chairman,Hansard Global plc, said: "The Offer Price reflects the very positive response of investors to theflotation of Hansard, marking the beginning of the next chapter in thedevelopment of the Group. This will help us achieve our strategy to raise ourprofile with financial intermediaries which we believe will assist us inattracting new business. Hansard is well-positioned to benefit from theprojected growth of the global wealth management market and we aim to generatesustainable growth in value for all our shareholders." - ends - For further information Hansard 01624 688 000Dr. Leonard Polonsky, Executive ChairmanGordon Marr, Director and Group Counsel Lazard 020 7187 2000Jon HackStuart MackayNick Millar Panmure Gordon 020 7459 3600Tim LinacreAubrey PowellGilbert EllacombeGiles Stewart Bell Pottinger 020 7861 3232Stephen BenzikieBen WoodfordDaniel de Belder Summary Information on Hansard • The Group is a specialist long-term savings provider, based on the Isle of Man. • The Group offers a range of flexible and tax-efficient investment products within a life assurance policy wrapper, designed to appeal to affluent, international investors. • The Group has designed its products and distribution methods with a view to reducing operational and financial risks. • The Group sells policies exclusively through a network of over 470 financial services intermediaries, independent financial advisers and the retail operations of certain financial institutions, who provide access to their clients in more than 170 countries. • The Group's low-cost distribution model is scaleable and supported by Hansard OnLine, its award-winning, multi-language internet platform. • The Directors believe that the Group has excellent growth prospects, operating within the global wealth management market, which it is estimated will grow in aggregate by 6 per cent per annum between 2005 and 2010. • The Group is well capitalised and has a track record of profitable growth. • The Group has an experienced and long serving management team. Important Information No offer or invitation to purchase or subscribe for securities of the Company isbeing made at this time. Any such offer or invitation will be made solely in orby reference to the Prospectus which is expected to be published in due courseand any acquisition of securities of the Company should be made only on thebasis of the information contained in the Prospectus and any supplement oramendment thereto. The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved by Lazard solely for thepurposes of section 21(2)(b) of the Financial Services and Markets Act 2000.Lazard, Panmure Gordon and Fox-Pitt, Kelton Ltd. are regulated in the UnitedKingdom by the Financial Services Authority and Lazard, Panmure Gordon andFox-Pitt, Kelton Ltd, are acting for the Company and the Selling Shareholder andno-one else, and Lazard and Panmure Gordon are acting for Dr. Leonard Polonsky,and Fox-Pitt, Kelton Ltd. is acting for the Company and the Selling Shareholder,and no one else in connection with the Offer and Admission and will not regardany other person (whether or not a recipient of this announcement) as theirrespective clients, nor will they be responsible to anyone other than theCompany, the Selling Shareholder or Dr. Leonard Polonsky for providing theprotections afforded to the respective clients of Lazard and Panmure Gordon andFox-Pitt, Kelton Ltd, nor for providing advice in relation to the Offer, thecontents of this announcement or any transaction, arrangement or other matterreferred to herein. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy securities of the Company in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration, exemption fromregistration or qualification under the securities law of any such jurisdiction. The Offer is being made in the United Kingdom and elsewhere outside the UnitedStates by means of an Offer to institutional investors. This announcement andthe information contained herein is not for publication, distribution or releasein, or into, directly or indirectly, the United States, Australia, Canada orJapan and does not constitute, or form part of, an offer of the securities forsale in or into the United States, Australia, Canada or Japan. The Offer and thedistribution of this announcement may be restricted by law in certainjurisdictions and persons into whose possession any document or otherinformation referred to herein comes should inform themselves about and observeany such restriction. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. The securities referred to in this document have not been registered under theU.S. Securities Act of 1933, as amended (the "Securities Act") and may not beoffered or sold in the United States absent registration or an exemption fromthe registration requirements of the Securities Act. The Company does notpresently intend to offer publicly any securities in the United States or toregister any securities under the Securities Act. This announcement does not constitute a recommendation concerning the Offer. Thevalue of shares can go down as well as up. Potential investors should consult aprofessional advisor as to the suitability of the Offer for the individualconcerned. Forward looking statements The contents of this announcement include statements that are, or may be deemedto be "forward looking statements". These forward-looking statements can beidentified by the use of forward-looking terminology, including, withoutlimitation, the terms "believes", "estimates", "anticipates", "expects","intends", "may", "will" or "should". By their nature, forward lookingstatements involve risks and uncertainties and readers are cautioned that anysuch forward-looking statements are not guarantees of future performance. Anumber of factors could cause the Company's actual results and performance todiffer materially from the impression created by the forward-looking statementsincluding, without limitation, the factors to be described in the risk factorssection of the Prospectus. Save as required by law or by the Listing Rules ofthe Financial Services Authority, the Company undertakes no obligation topublicly update or revise forward-looking statements, except as may be requiredby applicable law and regulation (including the Listing Rules). No statement inthis announcement is intended to be a profit forecast or be relied upon as aguide to future performance. Stabilisation In connection with the Offer, Panmure Gordon (the "Stabilising Manager"), or anyof its agents, may (but will be under no obligation to), at its discretion andto the extent permitted by applicable law, over-allot and effect othertransactions with a view to supporting the market price of the Shares at a levelhigher than that which might otherwise prevail in the open market. TheStabilising Manager is not required to enter into such transactions and suchtransactions may be effected on any stock market, over-the-counter market orotherwise. Such stabilising measures, if commenced, may be discontinued at anytime and may only be taken during the period from the date of publication of theProspectus, until the date 30 days after the announcement of the Offer Price.Save as required by law or regulation, neither the Stabilising Manager nor anyof its agents intends to disclose the extent of any over-allotments and/orstabilisation transactions under the Offer. Terms and Conditions Investors purchasing Shares pursuant to the Offer are referred to PanmureGordon's terms and conditions of the Offer set out on the following pages. TERMS AND CONDITIONS OF THE OFFER Nothing in these terms and conditions shall be construed as an offer or asolicitation of an offer to buy securities of the Company. Any such offer orinvitation will be made solely in or by reference to the Prospectus which isexpected to be published in due course and any acquisition of securities of theCompany should be made only on the basis of the information contained in theProspectus and any supplement or amendment thereto. 1. Introduction These terms and conditions apply to persons making an offer to purchase Sharesin the Company pursuant to the Offer as described in the Prospectus dated 13December 2006. By receiving this document and the Prospectus, each person to whom the terms andconditions of the Offer apply, as described above (the "Investor"), confirms hisagreement to Panmure Gordon (which may include Panmure Gordon or their nominee(s), on behalf of itself and as agent of the Company) to purchase Shares underthe Offer. Each of the Investors shall, without limitation, become so bound ifPanmure Gordon confirms to such Investor (i) the Offer Price and (ii) itsallocation. 2. Investors 2.1 If the Investor is a natural person, such Investor must not be under the age of majority (18 years of age in the United Kingdom) on the date of such Investor's agreement to purchase Shares under the Offer; 2.2 Members of the public are not eligible to take part in the Offer. The Offer and the terms and conditions set out herein are directed only at persons who are investment professionals within the definition set out in paragraph (5) of Article 19 or who fall within paragraph (2) of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Any investment or investment activity to which the terms and conditions set out herein relates is available only to such persons and will be engaged in only with such persons. These terms and conditions do not constitute an offer for sale of any securities in the Company in any jurisdiction and any acquisition of Shares should only be made on the basis of information contained in the Prospectus. 3. Terms of the offer 3.1 Application has been made to the London Stock Exchange for the Shares to be admitted to trading on the main market for listed securities and it is expected that such trading in the Shares will commence on 18 December 2006. The Shares will be sold pursuant to and be subject to the memorandum and articles of association of the Company, the principal terms of which are summarised in paragraph 3 of Part IX of the Prospectus. 3.2 The Investor's participation is conditional on the underwriting agreement between the Company (and certain directors of the Company), the Selling Shareholder, Dr Polonsky, Lazard, Panmure Gordon and Fox-Pitt, Kelton N.V. ("Fox-Pitt, Kelton") dated 13 December 2006 (the "Underwriting Agreement") becoming unconditional in all respects and not having been terminated in accordance with its terms. The Underwriting Agreement is conditional upon, inter alia, Admission occurring by not later than 8.00 a.m. on 18 December 2006 (or such later time and/or date as the Company, the Selling Shareholder, Lazard and Panmure Gordon may agree, not being later than 8.00 a.m.on 28 December 2006). 3.3 The Company, the Selling Shareholder, Panmure Gordon and Lazard may agree to extend the time for the satisfaction of any of the conditions of the Underwriting Agreement (provided that such time may not be extended beyond 31 December 2006). In the event that any such extension is agreed, Panmure Gordon will inform the Investors at the earliest opportunity and all subsequent dates referred to in the Prospectus will be adjusted appropriately. 3.4 Subject to paragraph 8 below (Agreement to Acquire Shares), acceptance of the offer incorporating the terms and conditions set out herein will constitute a binding irrevocable commitment by the Investor, subject to the conditions set out below, to acquire and pay for the relevant number of Shares which is not capable of termination or rescission by the Investor at any time or in any circumstances except fraud. All such obligations are entered into by the Investor with Panmure Gordon in its capacity as agent for the Selling Shareholder and are therefore directly enforceable by them. 4. Underwriting Agreement 4.1 Panmure Gordon and Lazard have the right, inter alia, to terminate the Underwriting Agreement (in their absolute discretion) if prior to Admission: (a) any of the warranties contained in the Underwriting Agreementhas been breached, which Panmure Gordon and Lazard reasonably consider in good faith to be material within the context of the Offer, the underwriting of the Shares or Admission; or (b) any statement contained in the Prospectus is, becomes or has been discovered to be untrue, incorrect or misleading in any respect, which Panmure Gordon and Lazard reasonably consider to be material within the context of the Offer, the underwriting of the Shares or Admission. 4.2 By agreeing to purchase Shares, each Investor agrees that any exercise by Panmure Gordon or Lazard of any rights or discretions (including, without limitation, any right to terminate the Underwriting Agreement or to waive or extend any condition in the Underwriting Agreement) shall be within Panmure Gordon and Lazard's absolute discretion and that Panmure Gordon and Lazard shall have no liability to the Investor whatsoever in connection with any decision to exercise or not to exercise any such right. Each Investor agrees that it has no rights against Panmure Gordon, Fox-Pitt, Kelton, Lazard, the Company or the Selling Shareholder or any of their respective directors or employees under the Underwriting Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. If the Underwriting Agreement does not become unconditional, or is terminated in accordance with its terms prior to Admission, the Offer will not proceed and the Investor's rights and obligations will cease and no claims will be capable of being made by the Investor in respect of the Offer and any payments made by the Investor will be returned as soon as possible thereafter without interest. 5. Settlement Settlement of transactions in Shares following the Admission will take placewithin the CREST system. The ISIN number for the Shares is IM00B1H1XF89.Admission is expected to take place and unconditional dealings in the Shares areexpected to commence on the London Stock Exchange at 8.00 a.m. on 18 December2006. It is expected that the Shares allocated to Investors pursuant to theOffer will be delivered in uncertificated form and settlement for uncertificatedshareholders will take place through CREST on 18 December 2006. 6. Overseas Shareholders 6.1 No steps have been taken to enable any of the Shares to be acquired by Investors outside the United Kingdom. By accepting any offer incorporating the terms and conditions contained herein, each Investor represents and warrants to Panmure Gordon (for itself and as agent of the Company) that, if the laws of any place outside the United Kingdom are applicable to the Investor's agreement to purchase Shares and/or acceptance thereof, such Investor: (a) is entitled to acquire the Shares under the laws and regulatory requirements of all relevant jurisdictions which apply to it; (b) has complied with all such laws and none of Panmure Gordon, Chamberlain Fund Services Limited (the "Registrar"), the Company or the Selling Shareholder will infringe any laws outside the United Kingdom as a result of such Investor's agreement to purchase Shares and/or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to purchase Shares and/or acceptance thereof; (c) will pay any issue, transfer or other taxes due thereunder; and (d) has not taken any action which will or may result in the Company, the Selling Shareholder or Panmure Gordon acting in breach of any regulatory or legal requirements of any territory in connection with the Offer or the Investor's acceptance of the terms and conditions herein. 6.2 The Shares have not been and will not be registered under the US Securities Act or under the securities law of any state of the United States, nor have they been qualified for sale under the securities legislation of any province or territory of Australia, Canada or Japan and the relevant exemptions are not being obtained from the securities commission or regulatory body of any province of Canada and accordingly, the Shares may not be offered, sold, taken up, delivered or transferred (directly or indirectly) and will not qualify for sale within the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, citizen or resident or corporation in (or with a registered address in) the United States, Australia, Canada or Japan. 7. Tax 7.1 The Shares will be transferred free of all expenses and free of all stamp duty and stamp duty reserve tax (SDRT) unless stamp duty or SDRT is chargeable on the issue or transfer of Shares to the Investor under any of sections 67 and 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986. By accepting these terms and conditions the Investor confirms and warrants the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the UK Finance Act 1986. 8. Agreement to acquire Shares 8.1 This is conditional upon: (a) Admission occurring on or prior to 8.00 a.m. on 18 December 2006 (or such later date as Panmure Gordon, Lazard and the Company may agree (not being later than 8.00 a.m. on 28 December 2006); and (b) the confirmation by Panmure Gordon mentioned under paragraph 1 above (the Confirmation); whereupon each Investor agrees to become a member of the Company and agrees topurchase such number of Shares as is set out or contained in the Confirmation atthe Offer Price, under the Offer in accordance with the terms and conditions setout herein and in the Prospectus. To the fullest extent permitted by law and asset out in paragraph 3.4 above, each Investor acknowledges and agrees that itwill not be entitled to exercise any remedy of rescission at any time. This doesnot affect any other rights such Investor may have. 9. Payment for Shares 9.1 Each Investor undertakes to pay the Offer Price for the Shares transferred to such Investor in such manner as shall be directed by Panmure Gordon. Subject to each Investor being able to give the representation and warranty set out in paragraph 7 above, such Investor will not be liable for stamp duty and SDRT on the issue or transfer of the Shares. 9.2 In the event of any failure by any Investor to pay as so directed by Panmure Gordon, the relevant Investor shall be deemed hereby to have appointed Panmure Gordon or any nominee of Panmure Gordon to use its reasonable efforts to sell (in one or more transactions) any or all of the Shares in respect of which payment shall not have been made as directed by Panmure Gordon and to have agreed to indemnify on demand Panmure Gordon in respect of any liability for stamp duty and/or SDRT arising in respect of any such sale or sales. A sale of all or any of such Shares shall not release the relevant Investor from its obligation to make such payment for Shares to the extent that Panmure Gordon or its nominee has failed to sell such Shares at a consideration which after deduction of the expenses of such sale and payment of stamp duty and /or stamp duty reserve tax as aforementioned exceeds the Offer Price per Share. 10. Representations and Warranties 10.1 By agreeing to subscribe for or purchase Shares, each Investor and, in the case of paragraph 10.1(c) below, any person confirming his agreement to purchase Shares on behalf of an Investor or authorising Panmure Gordon to notify an Investor's name to the Registrar, is deemed to represent and warrant to Panmure Gordon, Fox-Pitt, Kelton, the Registrar, the Company and the Selling Shareholder that: (a) in agreeing to subscribe for or purchase Shares, the Investor is relying on the Prospectus or any supplementary prospectus (as the case may be) and is not relying on any other information or representation relating to the Offer, the Shares or the Company. Such Investor agrees that none of the Company, the Registrar, Capita Registrars (Jersey) Limited, Lazard, Panmure Gordon, Fox-Pitt, Kelton, the Selling Shareholder or Dr Polonsky or any of their respective officers or employees will have any liability for any such other information or representation; (b) if the laws of any place outside the United Kingdom are applicable to the Investor's agreement to purchase Shares and/or acceptance thereof, such Investor has complied with all such laws and none of the parties mentioned under paragraph 10.1(a) above will infringe any laws outside the United Kingdom as a result of such Investor's agreement to purchase Shares and/ or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to purchase Shares and/or acceptance thereof or under the articles of association of the Company; (c) in the case of a person who confirms to Panmure Gordon or Fox-Pitt, Kelton (as applicable) on behalf of an Investor an agreement to purchase Shares and/or who authorises Panmure Gordon or Fox-Pitt, Kelton (as applicable) to notify the Investor's name to the Registrars as mentioned above, that person represents and warrants that he has authority to do so on behalf of the Investor; (d) it has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber for or purchaser of Shares and will honour such obligations; (e) it is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services); (f) it is a person within one of the following categories: (i) persons whose ordinary activities involve them in acquiring, holding, managing or disposing of shares or debentures (as principal or agent) for the purposes of their business; (ii) persons who will acquire, hold, manage or dispose of the Shares (as principal or agent) for the purposes of their businesses; or (iii)a restricted circle of persons whom the Company reasonably believes are sufficiently knowledgeable to understand the risks involved in accepting the Offer; (g) it irrevocably appoints any director of Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Shares offered to it; (h) it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for or purchase Shares and to perform its obligations as set out herein; (i) to the extent that an Investor is purchasing Shares on behalf of a third party: (i) such Investor has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the "Regulations"); (ii) such Investor has complied fully with its obligations pursuant to the Regulations; and (iii)such Investor will provide Panmure Gordon on demand with any information it might require for the purposes of verification under the Regulations; and (j) if the Company or Panmure Gordon or any of their agents request any information about a Investor's agreement to subscribe for or purchase Shares, such Investor must promptly disclose it to them. 11. Miscellaneous 11.1 The rights and remedies of Panmure Gordon, the Company, the Selling Shareholder and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others. 11.2 All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to Panmure Gordon. 11.3 Each Investor agrees to be bound by the articles of association of the Company (as amended from time to time) once the Offer Shares which such Investor has agreed to purchase have been transferred to such Investor. 11.4 The contract to subscribe for or purchase Shares and the appointments and authorities mentioned in this document will be governed by, and construed in accordance with, the laws of England. For the exclusive benefit of Panmure Gordon, Lazard, Fox-Pitt, Kelton, the Registrar, the Company and the Selling Shareholder, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction. 11.5 In the case of a joint agreement to subscribe for or purchase Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such Investors' liability is joint and several. 11.6 Terms defined in the foregoing pricing announcement have the same meaning in these terms and conditions, unless the context otherwise requires or they are separately defined within these terms and conditions. This information is provided by RNS The company news service from the London Stock Exchange