ICP.L Regulatory News (ICP)

10 Jan 2008 07:01

Intermediate Capital Group PLC10 January 2008 Thursday, 10th January 2008 Intermediate Capital Group PLC RIGHTS ISSUE TO RAISE NET PROCEEDS OF £175 MILLION TO FUND GROWTH After the strong results for the six months to 30 September 2007, we are pleasedto report another good performance in the third quarter with better thanexpected loan book growth, which is expected to lead to further growth in coreincome. Today ICG announces a fully underwritten Rights Issue raisingapproximately £175 million (net of expenses) to finance growth we see inprospect resulting from the unparalleled changes in debt markets and our accessto the opportunities that result. The Rights Issue will result in the issue of up to 15,669,842 New OrdinaryShares (representing 22.2 per cent. of the existing issued share capital of theCompany and 18.2 per cent. of the issued share capital of the Company includingthe New Ordinary Shares) at 1,150 pence per share, on the basis of: 2 New Ordinary Shares for every 9 Ordinary Shares held on 10 January 2008 Rights Issue and other highlights • The issue price of 1,150 pence per share represents a discount of 27.7 per cent. to the closing price of an Existing Ordinary Share on 9 January 2008, the last business day prior to the date of this announcement; • The Rights Issue is fully underwritten; • The Interim Management Statement released today, indicates strong growth in the three months to 31 December 2007, with the loan and investment book growing more than expected by 16.5 per cent. to £2,069 million; • The purpose of the Rights Issue is to finance growth in the loan book from investment opportunities that are resulting from the credit crisis; • The portfolio remains strong and is performing satisfactorily; and • The Executive Directors will be taking up their rights under the Rights Issue in full. Commenting, Tom Attwood, Intermediate Capital Group PLC Managing Director said: "The dramatic reversal in debt markets is only beginning to unfold. The LBOmarket is suffering an acute shortage of liquidity. As a result, mezzanineinvestors, such as ICG, with access to permanent capital, are seeing veryattractive opportunities on great terms. The funds raised, along with further debt and third party funds, will provide uswith substantial resources to take advantage of the opportunities that willresult from the bursting of the credit bubble." This summary should be read in conjunction with the full text of thisannouncement. A conference call for analysts and investors located outside the United States,Australia, Canada, Japan and the Republic of South Africa will be held today, 10January 2008, at 9:30 am. Contacts:Intermediate Capital Group PLCTel: 020 7628 9898Tom Attwood, Managing DirectorPhilip Keller, Finance DirectorJean-Christophe Rey, Investor Relations Brunswick Group LimitedPR AdviserTel: 020 7404 5959Helen BarnesTeresa Bianchi JPMorgan CazenoveFinancial Adviser, Broker and BookrunnerTel: 020 7588 2828Christopher SmithJonathan WilcoxMike Collar Numis Securities LimitedJoint Lead ManagerTel: 020 7260 1000Christopher J WilkinsonStuart Skinner This announcement does not constitute, or form part of an offer to sell, or thesolicitation of an offer to subscribe for or buy, any of the New Ordinary Sharesto be issued or sold in connection with the Rights Issue. Any decision to investin the New Ordinary Shares should only be made on the basis of information inthe Prospectus which will contain further details relating to the Rights Issueand ICG in general as well as a summary of the risk factors to which aninvestment in the New Ordinary Shares is subject. The Prospectus and theProvisional Allotment Letters relating to the Rights Issue are expected to beissued on 11 January 2008. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares northe Provisional Allotment Letters has been or will be registered under theUnited States Securities Act 1933, as amended, or under the applicablesecurities laws of any state of the United States, any province or territory ofCanada, Japan, Australia or the Republic of South Africa. Accordingly, unless arelevant exemption from such requirements is available, neither the New Ordinaryshares nor the Provisional Allotment Letters may be offered, sold, taken up,renounced or delivered, directly or indirectly, within the United States,Canada, Japan, Australia or the Republic of South Africa or in any country,territory or possession where to do so may contravene local securities laws orregulations. JPMorgan Cazenove Limited ("JPMorgan Cazenove") which is authorised andregulated in the UK by the Financial Services Authority is acting exclusively asfinancial adviser, broker and bookrunner to the Company in connection with theRights Issue and not for any other person and will not be responsible to anyother person for providing the protections afforded to customers of JPMorganCazenove, or for providing advice in relation to the Rights Issue, the contentsof this document and the accompanying documents or any arrangements referred totherein. J.P. Morgan Securities Ltd, which is authorised and regulated in the UK by theFinancial Services Authority is acting exclusively as underwriter to the Companyin connection with the Rights Issue and not for any other person and will not beresponsible to any person for providing the protections afforded to customers ofJ.P.Morgan Securities Ltd, or for providing advice in relation to the RightsIssue, the contents of this document and the accompanying documents or anyarrangements referred to therein. Numis Securities Limited which is authorised and regulated in the UK by theFinancial Services Authority is acting exclusively as joint lead manager to theCompany in connection with the Rights Issue and not for any other person andwill not be responsible to any other person for providing the protectionsafforded to customers of Numis Securities Limited, or for providing advice inrelation to the Rights Issue, the contents of this document and the accompanyingdocuments or any arrangements referred to therein. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Prices and values of, and income from, Ordinary Shares may go down as well as upand an investor may not get back the amount invested. It should be noted thatpast performance is no guide to future performance. Persons needing adviceshould consult an independent financial adviser. This announcement includes statements that are, or may be deemed to be, "forwardlooking statements". These forward looking statements can be identified by theuse of forward looking terminology, including the terms "believes", "estimates","plans", "anticipates", "targets", "aims", "continues", "expects", "intends","hopes", "may", "will", "would", "could" or "should" or, in each case, theirnegative or other variations or comparable terminology. These forward lookingstatements include matters that are not historical facts. They appear in anumber of places throughout this announcement and include statements regardingthe Group's intentions, beliefs or current expectations concerning, among otherthings, the Group's results of operations, financial condition, liquidity,prospects, growth, strategies and the industries in which the Group operates. Bytheir nature, forward looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward looking statements including, without limitation:conditions in the markets, market position of the Company or its subsidiaries,earnings, financial position, cash flows, return on capital and operatingmargins, anticipated investments and capital expenditures, changing business orother market conditions and general economic conditions. These and other factorscould adversely affect the outcome and financial effects of the plans and eventsdescribed herein. Forward looking statements contained in this announcementbased on past trends or activities should not be taken as a representation thatsuch trends or activities will continue in the future. Save as required by lawor by the Listing Rules, Prospectus Rules or Disclosure Rules and TransparencyRules, none of ICG, JPMorgan Cazenove, Numis, nor any other person, undertakesany obligation to update or revise any forward looking statements, whether as aresult of new information, future events or otherwise. You should not placeundue reliance on forward looking statements. Intermediate Capital Group PLC RIGHTS ISSUE TO RAISE NET PROCEEDS OF £175 MILLION TO FUND GROWTH Introduction After the strong results for the six months to 30 September 2007, we are pleasedto report another good performance in the third quarter with better thanexpected loan book growth, which is expected to lead to further growth in coreincome. Today ICG announces a fully underwritten Rights Issue raisingapproximately £175 million (net of expenses) to finance growth we see inprospect resulting from the unparalleled changes in debt markets and our accessto the opportunities that result. The Rights Issue will result in the issue of up to 15,669,842 New OrdinaryShares (representing 22.2 per cent. of the existing issued share capital of theCompany and 18.2 per cent. of the issued share capital of the Company includingthe New Ordinary Shares) at 1,150 pence per share, on the basis of: 2 New Ordinary Shares for every 9 Ordinary Shares held on 10 January 2008 Background to and reasons for the Rights Issue Since listing, the Company has delivered significant growth in every aspect ofits business. The Company's strategy is to double the size of its loan bookevery five years by employing and motivating high quality people. This remainsthe Company's objective and the Directors believe that the unprecedented changesin the credit markets in which the Company operates and the private equitymarket which it serves have materially improved the prospects for newinvestments in the foreseeable future. The collapse of liquidity in the debt markets in July and August 2007represented the end of a bull market in credit, and has caused LBO activity tofall sharply since. As a result of this debt market collapse, a number of newopportunities are emerging, and leverage multiples, lender protection andpricing on new deals appear to be moving back to the more conservative levelsseen several years ago. There also appears to be a renewed interest in usingattractively priced and structured mezzanine debt in buyouts. Accordingly, the Directors foresee good prospects for growth in the Group'sbusiness, particularly its loan book. This growth is expected to result from: • further opportunities to finance mid-market buyouts throughout Europe; • increase in purchases of mezzanine debt in the secondary market; • purchase of debt from underwriting banks where syndication has been unsuccessful and where the debt is being restructured accordingly; • investments originated by the Group's new development capital/minority partner business; • reduced levels of pre-payments in the Group's existing portfolio; • considerably greater activity in the Asia Pacific region; and • activity generated by the Group's new office in North America. Since 2004, the Company has witnessed a decline in the use of equity warrants,although the Directors believe that the Company continues to enjoy more equitywarrants on its transactions than the market as a whole. Consequently, in orderto obtain the best balance of risk and reward, the Company has been investing inequity alongside its mezzanine investments, thus growing its equity portfolio.In the six months to 30 September 2007 the initial cost of these equityinvestments has grown from £229 million to £332 million, excluding the Group'sinvestment in CDOs. Assuming that the Group's equity investments are fundedexclusively from shareholders' funds, the Group's gearing levels would thereforehave increased from 2.4 times at 31 March 2007 to 3.6 times at 30 September2007. ICG has traditionally financed its growth with a combination of equity anddebt while maintaining an acceptable level of gearing (defined as the ratio oftotal debt to shareholders' funds). The Rights Issue will increase ICG'sflexibility to fund future growth. In the quarter ended 31 December 2007, ICG had both a strong period forinvestment with £566 million of financing arranged and provided (£63 million ofwhich is equity) and three months of unusually low repayments. This has resultedin a strong increase in ICG's loan and investment book of 16.5 per cent. TheDirectors believe that the opportunities now available to ICG will continue tobe on improved terms that fairly reflect the associated risk. The continued growth in ICG's portfolio since its rights issue in 1999 and theplacing and open offer in 2003 has resulted in growth in core income, pre-taxprofits and earnings per share. To enable it to facilitate the growth that theDirectors see in prospect, while retaining a prudent financial structure, theDirectors believe it is now appropriate to raise further equity by way of theRights Issue. Raising further equity will also enhance the Company's ability toraise further forms of finance in the future. Information on ICG ICG is a leading independent arranger and provider of mezzanine finance inEurope with operations in Asia Pacific and in North America. Since itsformation, it has arranged or provided £7.2 billion of mezzanine and equityfinance in over 330 transactions across Europe, the Asia Pacific region andNorth America. Since listing in 1994, the value of ICG's investment portfoliohas grown from £144 million to £1.8 billion as at 30 September 2007. In 2001, in order to build on its established European operations, ICG opened anoffice in Hong Kong with a view to extending its mezzanine and equity businessto the Asia Pacific region. As at 30 September 2007, ICG had completed eightdeals in the Asia Pacific region, underwriting a total of US$572 million ofmezzanine and equity finance. In June 2007, ICG further expanded itsinternational network with the opening of a New York office. In addition to investing its own capital in mezzanine and equity assetstotalling £1.8 billion as at 30 September 2007, ICG has developed a successfulfund management business which, as at 30 September 2007, had €8.8 billion offunds under management in mezzanine, equity and non-mezzanine funds. The latestEuropean mezzanine fund was closed at the end of March 2007 with €1.25 billionof equity commitments and €0.9 billion of leverage. This fund provides increasedmanagement fee income and helps ICG to arrange larger tranches of mezzanine andequity financing. On the non-mezzanine fund management side, at 30 September 2007, ICML managedseven CDO funds and a number of institutional funds, with aggregate funds undermanagement of €4.9 billion. In aggregate, as at 30 September 2007, ICG had netexposure of £29.4 million to these managed funds, all of which have beenperforming satisfactorily to date. In December 2007, ICML closed a new CDO fund,Eurocredit VIII, with investor commitments of €636 million. This was asignificant achievement in the current market and should lead to increasedmanagement fees. Current trading and prospects ICG has today released an Interim Management Statement covering the 3 months to31 December 2007. As anticipated, investment activity during the three months to 31 December 2007was strong as credit markets moved in the Group's favour. Over the three monthperiod, ICG arranged or provided £566 million in 10 new investments comparedwith £898 million in 21 investments in the six months to 30 September 2007. Ofthe £566 million, £319 million was retained on the balance sheet and 40 percent. were assets underwritten by banks before credit markets began to turn inJuly 2007 and that the Group has since acquired on enhanced terms. The Directorscontinue to see opportunities to invest at attractive terms in assets sold byunderwriting banks where syndication has been unsuccessful and where the debthas been restructured and/or repriced. The primary market in the Group's coremid market segment continues to experience strong growth in the Asia Pacificregion and is gradually reopening in Europe and North America. Mezzanine isincreasingly playing a central part in successful LBO financings. At the same time, as ICG had expected, there was a marked slow down inrepayments in the third quarter with £82 million coming back to ICG's balancesheet compared with £458 million in the six months to 30 September 2007. As aresult of the lower level of exits and repayments experienced, there were nocapital gains in the third quarter. This strong period for investment and unusually low repayments have resulted inan increase in ICG's loan and investment book, which grew 16.5 per cent. to£2,069 million (£1,776 million at 30 September 2007). The Directors expect thisstrong momentum to continue. As at 30 September 2007, the Group had £677 million of financing headroom. Sincethen, ICG has continued to review and extend its ongoing debt arrangements, andhas recently announced a BBB+ rating by Fitch Ratings, which will widen therange of potential sources of debt capital available to the Company. This,together with the net proceeds of the Rights Issue, will allow ICG to takefurther advantage of the considerable investment opportunities the Company iscurrently experiencing. ICG had £482 million of financial headroom under itscurrent facilities as at 31 December 2007. The Group's portfolio continues to perform well. However, the Directors believethat there is a growing risk to the wider economy, which could, in due course,result in higher default rates. In these circumstances, ICG's priority is tomaintain its investment discipline of investing in the highest quality credit. Although capital gains for the full year will be considerably below last year'slevel, strong growth in ICG's loan and investment portfolio is expected tocontinue in the fourth quarter, leading to growth in core income. Dividends The Company's objective remains to provide double-digit percentage increases individend broadly in line with growth in core income. Principal terms of the Rights Issue The Company is raising approximately £175 million (net of expenses) by way ofthe Rights Issue. The Issue Price of 1,150 pence per New Ordinary Share, whichis payable in full on acceptance by not later than 11 a.m. on 6 February 2008,represents a 27.7 per cent. discount to the closing middle market price of anICG Ordinary Share on 9 January 2008, the last Business Day prior to theannouncement of the Rights Issue. Subject to the fulfilment of, amongst others, the conditions described below,the Company will offer up to 15,669,842 New Ordinary Shares by way of rights toQualifying Shareholders at 1,150 pence per New Ordinary Share, payable in fullon acceptance. The Rights Issue will be on the basis of: 2 New Ordinary Shares for every 9 Ordinary Shares held by and registered in the names of Qualifying Shareholders on the RightsIssue Record Date, and so in proportion to any other number of existing OrdinaryShares then held and otherwise on the terms and conditions set out in the Prospectus and, in the case of Qualifyingnon-CREST Shareholders (other than certain Overseas Shareholders) only, theProvisional Allotment Letter. Holdings of Ordinary Shares in certificated anduncertificated form will be treated as separate holdings for the purpose ofcalculating entitlements under the Rights Issue. Fractional entitlements to NewOrdinary Shares will not be allotted and, where necessary, entitlements will berounded down to the nearest whole number (nil paid) of New Ordinary Shares. The New Ordinary Shares will, when issued and fully paid, rank pari passu in allrespects with the Ordinary Shares including the right to all future dividendsand other distributions declared, made or paid. The Rights Issue is conditional, amongst other things, upon: a) the Company having applied to Euroclear UK & Ireland for admission of the Nil Paid Rights to CREST as participating securities and no notification having been received from Euroclear UK & Ireland on or before Admission that such admission or facility for holding and settlement has been or is to be refused; b) Admission becoming effective by not later than 8:00 a.m. on 15 January 2008 (or such later time and/or date as J.P. Morgan, JPMorgan Cazenove and the Company may agree); and c) the Underwriting Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission. Application will be made to the FSA for the New Ordinary Shares to be admittedto the Official List and to the London Stock Exchange for the New OrdinaryShares to be admitted to trading on its main market for listed securities. It isexpected that Admission will become effective and dealings (for normalsettlement) in the New Ordinary Shares will commence, nil paid, on 15 January2008. Subject to the terms and conditions of the Underwriting Agreement, JPMorganCazenove, as agent for the Company, has conditionally agreed to procuresubscribers for the New Ordinary Shares not taken up in the Rights Issue,failing which J.P. Morgan (on behalf of JPMorgan Cazenove) will subscribe asprincipal for such New Ordinary Shares, at a price of 1,150 pence per share. The latest time and date for acceptance and payment in full under the RightsIssue is expected to be 11:00 a.m. on 6 February 2008. The detailed terms and conditions relating to the Rights Issue will be set outin the Prospectus which it is expected will be sent on 11 January 2008 toQualifying Shareholders (other than to certain Overseas Shareholders) as wellas, in the case of Qualifying non-CREST Shareholders (other than certainOverseas Shareholders), Provisional Allotment Letters, which it is also expectedwill be sent on 11 January 2008. This announcement does not constitute, or form part of an offer to sell, or thesolicitation of an offer to subscribe for or buy, any of the New Ordinary Sharesto be issued or sold in connection with the Rights Issue. Any decision to investin the New Ordinary Shares should only be made on the basis of information inthe Prospectus which will also contain further details relating to the RightsIssue and ICG in general as well as a summary of the risk factors to which aninvestment in the New Ordinary Shares is subject. Expected timetable of principal events for the Rights Issue 2008Rights Issue Record Date close of business on 10 JanuaryAnnouncement of Rights Issue 10 January Publication of Prospectus and despatch of Provisional Allotment 11 JanuaryLetters (to Qualifying non-CREST Shareholders other than certainOverseas Shareholders) Notice of the Rights Issue published in the London Gazette 15 January Stock accounts credited with Nil Paid Rights 8:00 a.m. on(for Qualifying CREST Shareholders other than certain Overseas 15 JanuaryShareholders) Admission and commencement of dealings in Nil Paid Rights on the 8:00 a.m. onLondon Stock Exchange and existing Ordinary Shares marked "ex" 15 January Nil Paid Rights and Fully Paid Rights enabled in CREST 15 January Recommended latest time and date for requesting withdrawal of Nil 4.30 p.m. onPaid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid 1 FebruaryRights or Fully Paid Rights are in CREST and you wish to convertthem into certificated form) Recommended latest time and date for depositing renounced 3.00 p.m. onProvisional Allotment Letters, nil paid, into CREST or for 4 Februarydematerialising Nil Paid Rights or Fully Paid Rights into a CRESTstock account Latest time and date for splitting Provisional Allotment Letters, 3.00 p.m. onnil paid and fully paid 4 February Latest time and date for registration of renunciation Provisional 11:00 a.m. onAllotment Letters, fully paid 6 February Latest time and date for acceptance and payment in full 11.00 a.m. on 6 February Latest time and date for transfer of Fully Paid Rights 3:00 p.m. on 6 February Commencement of dealings in New Ordinary Shares on London Stock 8.00 a.m. onExchange, fully paid 7 February New Ordinary Shares credited to CREST stock accounts 7 February Expected date of despatch of definitive share certificates for New 14 FebruaryOrdinary Shares in certificated form Expected date of despatch of sale of rights cheque 14 February Notes: (1) References to times in this announcement are to London time unless otherwisestated. (2) The times and dates set out in the expected timetable of principal eventsfor the Rights Issue may be changed by ICG in which case details of such newtimes and dates will be notified to the FSA, to the London Stock Exchange plc,and where applicable, to Shareholders. Copies of the Prospectus will be available for inspection during usual businesshours on any weekday (Saturdays, Sundays and public holidays excepted) from thedate of publication of the Prospectus until commencement of dealings in NewOrdinary Shares fully paid which is expected to be on 7 February 2008, at theregistered office of ICG at 20 Old Broad Street, London EC2N 1DP. Copies of theProspectus will be made available free of charge upon request. In addition, the Prospectus will be available for inspection at the UK ListingAuthority's Document Viewing Facility at the Financial Services Authority, 25The North Colonnade, Canary Wharf, London E14 5HS. Directors' Intentions Each of the Directors who holds Ordinary Shares intends either to subscribe forNew Ordinary Shares in full or to sell sufficient Nil Paid Rights during the nilpaid dealing period to meet the costs of taking up the balance of theirentitlement to New Ordinary Shares. The Executive Directors will be taking uptheir rights under the Rights Issue in full. This announcement has been issued by, and is the sole responsibility of, ICG. Definitions In this announcement, unless the context otherwise requires: "Admission" means the admission of the New Ordinary Shares (nil paid) (i) to theOfficial List and (ii) to trading on the London Stock Exchange's main market forlisted securities becoming effective in accordance, respectively, with theListing Rules and the Admission and Disclosure Standards; "CDO" means collateralised debt obligation; "Company" or "ICG" means Intermediate Capital Group PLC; "CREST" means the relevant system (as defined in the CREST Regulations) forpaperless settlement of share transfers and the holding of shares inuncertificated form in respect of which Euroclear UK & Ireland is the operator(as defined in the CREST Regulations); "Disclosure Rules and Transparency Rules" means the rules made by the FSA underPart VI of FSMA relating to the disclosure of information (as amended from timeto time); "Directors" means the current directors of the Company; "Euroclear UK & Ireland" means Euroclear UK & Ireland Limited, the operator ofCREST; "Existing Ordinary Shares" means the fully paid Ordinary Shares in issue at theRights Issue Record Date; "FSA" means the Financial Services Authority in its capacity as the competentauthority for the purposes of Part VI of FSMA and in the exercise of itsfunctions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA "Fully Paid Rights" means rights to acquire New Ordinary Shares, fully paid; "Group" means the Company and its subsidiaries from time to time; "ICML" means Intermediate Capital Managers Limited, a wholly-owned subsidiary ofthe Company; "Interim Management Statement" means the management statement of the Company inrespect of the three month period to 31 December 2007; "JPMorgan Cazenove" or "JPMC" means JPMorgan Cazenove Limited; "J.P. Morgan" means J.P. Morgan Securities Ltd.; "LBO" means leveraged buyout; "Listing Rules" means the listing rules made by the FSA under Part VI of FSMA(as amended from time to time); "London Stock Exchange" means London Stock Exchange plc; "New Ordinary Shares" means up to 15,669,842 New Ordinary Shares to be issued bythe Company pursuant to the Rights Issue; "Nil Paid Rights" means New Ordinary Shares in nil paid form provisionallyallotted to Qualifying Shareholders pursuant to the Rights Issue; "Official List" means the Official List of the FSA; "Ordinary Shares" means the ordinary shares of 20 pence each in the capital ofthe Company; "Overseas Shareholders" means Qualifying Shareholders who have registeredaddresses outside the UK; "Prospectus" means the prospectus to be published by the Company in relation tothe Rights Issue; "Prospectus Rules" means the rules made by the FSA under Part VI of FSMA inrelation to offers of transferable securities to the public and admission oftransferable securities to trading on a regulated market; "Provisional Allotment Letter" means the renounceable provisional allotmentletter to be issued to Qualifying non-CREST Shareholders by the Company inrespect of the Nil Paid Rights pursuant to the Rights Issue; "Qualifying non-CREST Shareholders" means Qualifying Shareholders whose OrdinaryShares on the register of members of the Company at the close of business on theRights Issue Record Date are in certificated form; "Qualifying Shareholders" means holders of Ordinary Shares on the register ofmembers of the Company at the close of business on the Rights Issue Record Date; "Rights Issue" means the proposed offer by way of rights of the New OrdinaryShares to Qualifying Shareholders at the Issue Price on the terms and subject tothe conditions to be set out in the Prospectus and, in the case of Qualifyingnon-CREST Shareholders only other than certain Overseas Shareholders), theProvisional Allotment Letter; "Rights Issue Record Date" means the close of business on 10 January 2008; "Shareholders" means holders of Ordinary Shares; "Underwriting Agreement" means the agreement between the Company, J.P. Morganand JPMorgan Cazenove dated 10 January 2008; and "United States" or "US" means the United States of America, its territories andpossessions, any state of the United States of America and the District ofColumbia. This information is provided by RNS The company news service from the London Stock Exchange