IERE.L Regulatory News (IERE)

3 Apr 2007 08:23

Invista European Real Estate Trust03 April 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE Invista European Real Estate Trust SICAF - Grows to €726m with a €214m portfolio purchase and placing of new shares 3 April 2007 Invista European Real Estate Trust SICAF (the "Company") announces that it hastoday agreed to purchase a portfolio of French logistics real estate assets (the"Logistics Portfolio") for €213.8m and intends to undertake a placing for cashof up to 10,387,570 new ordinary shares (the "Placing"). The Company is a closed ended Luxembourg investment company with fixed capitalunder the form of a public limited company, which was launched on the LondonStock Exchange on 20 December 2006. Since the Company's initial public offeringin December 2006 the share price has risen by 15 per cent. Invista Real EstateInvestment Management Limited (the "Investment Manager") actively manages theportfolio to enhance both income and capital. The value of the Company's property portfolio as at 31 December 2006 was €388.6mand consisted of 13 properties. Since this valuation the investment market hasremained strong with a hardening of yields being experienced across ContinentalEurope. The recent acquisitions of an office property in Lyon, France inJanuary 2007 and a retail property in Roth, Germany in March 2007 has increasedthe value to €432.3m. The Company is also committed to purchasing 5 assetsvalued at €62.8m as at 31 December 2006. The value of these 20 assets togetherwith the purchase prices of the Logistics Portfolio and the Retail Warehousereferred to below will increase the Company's property portfolio toapproximately €726.5m in size. The opportunity to acquire a complementary portfolio was secured by theInvestment Manager on behalf of the Company. The Board has concluded that theacquisition of the Logistics Portfolio and growth of the Company is in theinterests of all shareholders as income returns are cash flow accretive and theLogistics Portfolio increases the diversification of the Company's asset base.The Board further concluded it appropriate to raise additional equity capitalfor the Company in order to part finance this expansion. Acquisitions The Logistics Portfolio consists of a 335,000 sqm portfolio of 27 logisticsproperties located in the regional markets of France which is being bought for anet purchase price of €213.8m at a net initial yield of 6.47 per cent. Theassets are mainly located in the well established distribution areas of Amiens(north of Paris) and in the Provence Alpes Cotes d'Azur (PACA) region along theRhone valley distribution corridor. Consistent with the investment strategy of the Company, the Logistics Portfoliooffers opportunities for active asset management and re-positioning throughlease re-negotiation and selective refurbishment; in addition it has 18,000 sqmof land available for development. The properties are leased to 22 tenants whichoverall have a low risk credit rating (source: Dun & Bradstreet). The principaltenants representing over 52 per cent. of the Logistics Portfolio by gross rentare group subsidiaries of Norbert Dentressangle, the French logistics/distribution company. The purchase of the Logistics Portfolio is expected toclose today and will add critical mass to the existing logistics assets owned bythe Company. Separately the Company has committed to acquire an 18,000 sqm retail warehousepark located at Pocking in Bavaria, Germany (the "Retail Warehouse") for apurchase price of €17.7m. The fully income producing park is anchored bynational retailers OBI, PLUS and Rossmann and the acquisition will furtherdiversify the Company's existing retail holdings and portfolio balance. Closingof this transaction is expected to occur in April/May 2007. Rationale The primary rationale for the Placing is to provide additional funding toacquire the Logistics Portfolio and the Retail Warehouse (together the "Properties"). In addition the Company has increased its senior debt facilitywith the Bank of Scotland to €460m. The advantages of the acquisition of theProperties and Placing to the Company include, but are not limited, to thefollowing: • The timing for achieving full investment of the Company's investment portfolio will be accelerated as a result of the acquisition of the Properties. • The Properties are located in France and Germany consistent with the Company's investment focus on the more liquid/transparent Western European countries. • The net initial yield is in line with that indicated in the Assumptions in the Company's IPO Prospectus - thus the income characteristics of the blended portfolio are likely to improve • Broadening the spread of assets and tenants will further increase the diversity of the entire portfolio • There are asset management opportunities within the Logistics Portfolio to drive capital and income performance The enlargement of the Company's investment portfolio will be financed throughadditional borrowings and an issue of additional equity. Following theacquisition of the Properties, the target level of gearing will remain at itspresent level of 60 per cent. loan to value. The Placing The Company is proposing to raise up to £22.85 million (before expenses) by wayof a placing by JPMorgan Cazenove of up to 10,387,570 shares (the "PlacingShares") at 220 pence per share (the "Placing Price"), representing a discountof 4.6 per cent. to the closing mid-market price of 230.5 pence per share on 2April 2007. The proceeds of the Placing will be used, together with debtfacilities, to fund the Properties and pay the associated costs. The Placing Price is equivalent to a 14.0 per cent. premium to the Company'sadjusted net asset value as at 31 December 2006 of 193p. (The adjusted net assetvalue excludes deferred taxation and also assumes a EUR per STG exchange rate of1.4852 as at 31 December 2006). Existing shareholders, therefore, will not bedisadvantaged by the issue of further equity. The Company and JPMorgan Cazenove Limited ("JPMorgan Cazenove") have enteredinto an underwriting agreement ("Underwriting Agreement") whereby JPMorganCazenove has, subject to the satisfaction of certain conditions set out therein,undertaken to procure subscriptions for 6,387,570 of Placing Shares (or failingwhich to subscribe itself for such amount of Placing Shares). JPMorgan Cazenovehas also agreed, pursuant to the terms of the Underwriting Agreement to use itsreasonable endeavours to procure subscriptions for a further 4,000,000 of thePlacing Shares. The New Placing Shares will rank pari passu with the existing ordinary shares ofthe Company and will be entitled to the interim dividend for the period from IPOon 21 December 2006 to 31 March 2007. Applications will be made to the Financial Services Authority and to the LondonStock Exchange for the Placing Shares to be admitted to the Official List and totrading on the London Stock Exchange and Admission is expected to occur anddealings to commence in the Placing Shares on 10 April 2007. A further announcement will be made once the results of the Placing are known. Chairman Tom Chandos stated: "The acquisition of these high quality assets will further improve the incomecharacteristics of the portfolio. It is a significant achievement to acquire aportfolio of this nature and accelerate the Company close to full investment. Itis a testament to our knowledge of the European market and our ability toexecute." Tony Smedley, Head of European Funds at Invista Real Estate InvestmentManagement commented: "This is an excellent opportunity to diversify the asset base of the Companyfurther and is fully in line with our strategy to add critical mass and assetmanagement upside in both the French and German real estate markets. The dealprovides further evidence of our ability to source and execute attractive, cashflow accretive transactions for the benefit of shareholders." JPMorgan Cazenove is acting as financial adviser, broker and book runner inrelation to the Placing. For further information please contact: Invista Real Estate Investment Management +44 20 7153 9300Duncan OwenTony SmedleyChris Ludlam JPMorgan Cazenove +44 20 7588 2828Richard CottonWilliam Simmonds M:Communications +44 20 7153 1523Edward OrlebarLouise Hatch Notes to editors About Invista Real Estate Investment Management Invista Real Estate Investment Management Holdings plc (together with itssubsidiaries "Invista Real Estate") is the largest listed real estate fundmanagement group in the UK. It manages both commercial and residential propertyacross the UK and continental Europe, and has a total of £9.2bn of assets undermanagement as at 31 December 2006. Invista Real Estate currently manages a total of 16 funds for providers ofsavings and investment products such as Clerical Medical, Halifax and St.James's Place. Invista Real Estate also manages a number of collective investorfunds, including real estate investment trusts and open ended funds such asInvista Foundation Property Trust and Invista European Real Estate Trust whichare listed on the main market of the London Stock Exchange as well as the fundof specialist funds Invista Property Portfolio Fund. Out of these 16 funds,those with a minimum 12 month track record as at end December 2006, 84% and 86%outperformed their benchmarks over a 1 and 3 year period respectively. InvistaReal Estate has over 90 employees and in 2006 transacted over £3.5bn of realestate assets. For more information on Invista Real Estate or the funds it manages visitwww.invistarealestate.com. Invista Real Estate Investment Management Limited is authorised and regulated bythe Financial Services Authority. Invista European Real Estate Trust The Company's objective is to provide shareholders with an attractive level ofincome return together with the potential for income and capital growth throughinvesting in diversified commercial real estate in Continental Europe. Thecurrent geographical focus of the Company remains the Western European countriesdue to pricing opportunities and the relative stability, transparency andliquidity of these markets. The following tables indicate the breakdown of the Company's properties(including assets committed to be acquired) by value on both an actual basis asat 31 December 2006 and on a proforma basis which includes the LogisticsPortfolio and Retail Warehouse at their purchase prices. Sector split As at 31 December 2006 ProformaOffice 48% 33%Logistics 33% 52%Retail 19% 15% Geographic Split As at 31 December 2006 ProformaGermany 47% 35%France 31% 51%Spain 8% 5%Netherlands 5% 3%Belgium 4% 3%Czech Republic 3% 2%Poland 2% 1% For further information on Invista European Real Estate Trust visitwww.ieret.eu. This announcement, including the Appendix (together "This Announcement"), is notfor distribution directly or indirectly in or into the United States, Canada,Australia or Japan. This Announcement does not constitute an offer to sell orissue or the solicitation of an offer to buy or acquire shares in the capital ofthe Company in the United States, Canada, Australia or Japan or any jurisdictionin which such an offer or solicitation is unlawful. The shares in the Companyreferred to in this Announcement have not been and will not be registered underthe Securities Act of 1933, as amended ("Securities Act") and may not be offeredor sold within the United States absent registration or an exemption fromregistration. No public offering of securities will be made in the UnitedStates, Canada, Australia, or Japan. This Announcement has been issued by and is the sole responsibility of theCompany. No representation or warranty express or implied, is or will be madeas to, or in relation to, and no responsibility or liability is or will beaccepted by JPMorgan Cazenove or by any of its affiliates or agents as to or inrelation to, the accuracy or completeness of this Announcement or any otherwritten or oral information made available to or publicly available to anyinterested party or its advisers, and any liability therefore is expresslydisclaimed. JPMorgan Cazenove is acting for the Company in connection with the Placing andno one else and will not be responsible to anyone other than the Company forproviding the protections afforded to clients of JPMorgan Cazenove nor forproviding advice in relation to the Placing. The distribution of this Announcement and the offering of the Placing Shares incertain jurisdictions may be restricted by law. No action has been taken by theCompany or JPMorgan Cazenove that would permit an offering of such shares orpossession or distribution of this Announcement or any other offering orpublicity material relating to such shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this Announcement comesare required by the Company and JPMorgan Cazenove to inform themselves about,and to observe, and such restrictions. Certain statements in this Announcement are forward-looking statements which arebased on the Company's or Invista Real Estate's present beliefs, expectations,intentions and projections regarding its future performance, anticipated eventsor trends and other matters that are not historical facts. These statements arenot guarantees of future performance and are subject to known and unknown risks,uncertainties and other factors that could cause actual results to differmaterially from those expressed or implied by such forward-looking statements.Given these risks and uncertainties, prospective investors are cautioned not toplace undue reliance on forward-looking statements. Forward-looking statementsspeak only as of the date of such statements and, except as required byapplicable law, the Company undertakes no obligation to update or revisepublicly any forward-looking statements, whether as a result of new information,future events or otherwise. The price of shares and the income from them may go down as well as up andinvestors may not get back the full amount invested on disposal of the shares.Investments in property are relatively illiquid and more difficult to realisethan equities or bonds. Yields may vary, and are not guaranteed. There is noguarantee that the market price of shares in the Company will fully reflecttheir underlying NAV. APPENDIX: FURTHER DETAILS OF THE PLACING THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY ORINDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATIONPURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THEEUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM,QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONSTO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHERBEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISAPPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN THE COMPANY. Persons who are invited to and who choose to participate in the Placing, bymaking an oral or written offer to subscribe for Placing Shares (the "Placees"),will be deemed to have read and understood this Announcement, including thisAppendix, in its entirety and to be making such offer on the terms andconditions, and to be providing the representations, warranties,acknowledgements, and undertakings contained in this Appendix. In particulareach such Placee represents, warrants and acknowledges that it is: (a) a "qualified investor" within the meaning of Article 2(I)(e) of theProspectus Directive (Directive 2003/71/EC); and (b) a Relevant Person (as defined above) and undertakes that it willacquire, hold, manage or dispose of any Placing Shares that are allocated to itfor the purposes of its business; and (c) outside the United States and is subscribing for the Placing Sharesfor its own account or is purchasing the Placing Shares for an account withrespect to which it exercises sole investment discretion and that it (and anysuch account) is, at the time the offer to it of Placing Shares and at the timethe buy order originated, outside the United States, for the purpose of Rule 903of Regulation S under the Securities Act. This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction in which such offer or solicitation is or may be unlawful. ThisAnnouncement and the information contained herein is not for publication ordistribution, directly or indirectly, to persons in the United States, Canada,Australia or Japan or in any jurisdiction in which such publication ordistribution is unlawful. No public offer of securities of the Company is beingmade in the United Kingdom or elsewhere. In particular, the Placing Shares referred to in this Announcement have not beenand will not be registered under the Securities Act and may not be offered, soldor transferred within the United States except pursuant to an exemption from, oras part of a transaction not subject to, the registration requirements of theSecurities Act. The Placing Shares are being offered and sold outside the UnitedStates only and in accordance with Regulation S under the Securities Act. The relevant clearances have not been, and nor will they be, obtained from thesecurities commission of any province or territory of Canada; no prospectus hasbeen lodged with or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the Placing Shares have notbeen, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province or territory of Canada, Australia orJapan. Accordingly, the Placing Shares may not (unless an exemption under therelevant securities laws is applicable) be offered, sold, resold or delivered,directly or indirectly, in or into the United States, Canada, Australia or Japanor any other jurisdiction outside the United Kingdom. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission or other regulatoryauthority in the United States, nor have any of the foregoing authorities passedupon or endorsed the merits of the Placing or the accuracy or adequacy of thisAnnouncement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Appendix or theannouncement of which it forms part should seek appropriate advice before takingany action. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove Limited ("JPMC") has entered into an Underwriting Agreement(the "Underwriting Agreement") with the Company and Invista Real EstateInvestment Management Limited under which JPMC has, on the terms and subject tothe conditions set out therein, undertaken to procure subscriptions for6,387,570 of Placing Shares (or failing which to subscribe itself for suchamount of Placing Shares) at the Placing Price (the "Firm Placed Shares"). JPMChas also agreed as agent of the Company, to use all reasonable endeavours toprocure Placees to take up to a further 4,000,000 of the Placing Shares at thePlacing Price (the "Non Firm Placed Shares"). The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares in thecapital of the Company ("Ordinary Shares") and will be entitled to receive theinterim dividend for the period to 31 March 2007. In this Appendix, unless the context otherwise requires, Placee means a person(including individuals, funds or others) on whose behalf a commitment tosubscribe for Placing Shares has been given. Application for listing and admission to trading Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the official List of the UK Listing Authority(the "Official List") and to London Stock Exchange plc (the "London StockExchange") for admission to trading of the Placing Shares on its market forlisted securities (together "Admission"). It is expected that Admission willbecome effective on or around 10 April 2007 and that dealings in the IssueShares will commence at that time. Participation in, and principal terms of, the Placing Each Placee's allocation will be confirmed to Placees orally by JPMC followingthe close of the Placing, and a trade confirmation will be dispatched as soon aspossible thereafter. JPMC's oral confirmation to such Placee will constitute anirrevocable legally binding commitment upon such person (who will at that pointbecome a Placee) to subscribe for the number of Placing Shares allocated to itat the Placing Price on the terms and conditions set out in this Appendix and inaccordance with the Company's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to JPMC, to pay to it (or as it may direct) in cleared funds anamount equal to the product of the Placing Price and the number of PlacingShares such Placee has agreed to subscribe. Conditions of the Placing JPMC's obligations under the Placing Agreement in respect of the Placing Sharesare conditional on, inter alia, completion of the acquisition of the LogisticsPortfolio on the date of this announcement and Admission taking place not laterthan 8.00 a.m. on 10 April 2007 or such later date as the Company and JPMC mayotherwise agree but not being later than close of business on 30 April 2007. If (i) any of the conditions contained in the Placing Agreement in relation tothe Placing Shares are not fulfilled or waived by JPMC by the respective time ordate where specified (or such later time or date as the Company and JPMC mayagree), (ii) any of such conditions becomes incapable of being fulfilled thePlacing in relation to the Placing Shares will lapse and the Placee's rights andobligations hereunder in relation to the Placing Shares shall cease andterminate at such time and each Placee agrees that no claim can be made by thePlacee in respect thereof. If the Placing Agreement is terminated in the circumstances specified below, thePlacing in relation to the Non Firm Placed Shares (but not in relation to theFirm Placed Shares) shall lapse and the Placee's rights and obligationshereunder in relation to the Non Firm Placed Shares shall cease and terminate atsuch time and each Placee agrees that no claim can be made by the Placee inrespect thereof. In such a case, JPMC's and the Placee's rights and obligationsin respect of the Firm Placed Shares shall continue in full force and effect. By participating in the Placing each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andwill not be capable of rescission or termination by it. JPMC may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company with the whole or any part of any of the Company'sobligations in relation to the conditions in the Placing Agreement save that theabove condition relating to Admission taking place may not be waived. Any suchextension or waiver will not affect Placees' commitments as set out in thisAnnouncement. Neither JPMC nor the Company shall have any liability to any Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in respect ofany decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for anydecision they may make as to the satisfaction of any condition or in respect ofthe Placing generally and by participating in the Placing each Placee agreesthat any such decision is within the absolute discretion of JPMC or the Company. Right to terminate under the Placing Agreement JPMC is entitled, at any time before Admission, to terminate the PlacingAgreement in relation to its obligations in respect of the Non Firm PlacedShares (but not the Firm Placed Shares) (after such consultation with theCompany as the circumstances shall permit) by giving notice to the Company incertain circumstances, including a breach of the warranties given to JPMC in thePlacing Agreement or other force majeure event, in each case such as, in theopinion of JPMC (acting in good faith), to be materially adverse in the contextof the Placing. By participating in the Placing Placees agree that the exercise by JPMC of anyright of termination or other discretion under the Placing Agreement shall bewithin the absolute discretion of JPMC and that it need not make any referenceto Placees and that it shall have no liability to Placees whatsoever inconnection with any such exercise. If completion of the acquisition of the Logistics Portfolio occurs as aforesaidbut the Placing Agreement is terminated, the Company shall issue the Firm PlacedShares which JPMC have agreed to subscribe, but no other Placing Shares will beissued. No Prospectus No offering document or prospectus has been or will be submitted to be approvedby the FSA in relation to the Placing and Placees' commitments will be madesolely on the basis of the information contained in this Announcement. EachPlacee, by accepting a participation in the Placing, agrees that the content ofthis Announcement is exclusively the responsibility of the Company and confirmsthat it has neither received nor relied on any other information,representation, warranty, or statement made by or on behalf of the Company orJPMC or any other person and neither JPMC nor the Company nor any other personwill be liable for any Placee's decision to participate in the Placing based onany other information, representation, warranty or statement which the Placeesmay have obtained or received. Each Placee acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in accepting a participation in the Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: LU0273211432) followingAdmission will take place within the CREST system, subject to certainexceptions. JPMC reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means that it deems necessary ifdelivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this Announcement or would not be consistentwith the regulatory requirements in the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it at the PlacingPrice, the aggregate amount owed by such Placee to JPMC and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions that it has in place with JPMC. It is expected that settlement will be on 10 April 2007 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above LIBOR as determined by JPMC. Each Placee is deemed to agree that, if it does not comply with theseobligations, JPMC may sell any or all of the Placing Shares allocated to thatPlacee on such Placee's behalf and retain from the proceeds, for JPMC's accountand benefit, an amount equal to the aggregate amount owed by the Placee plus anyinterest due. The relevant Placee will, however, remain liable for any shortfallbelow the aggregate amount owed by it and may be required to bear any stamp dutyor stamp duty reserve tax (together with any interest or penalties) which mayarise upon the sale of such Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from my liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties By participating in the Placing each Placee (and any person acting on suchPlacee's behalf): 1 represents and warrants that it has read this Announcement,including the Appendix, in its entirety; 2 acknowledges that no offering document or prospectus has beenprepared in connection with the placing of the Placing Shares and represents andwarrants that it has not received a prospectus or other offering document inconnection therewith; 3 acknowledges that the Ordinary Shares are listed on the OfficialList, and the Company is therefore required to publish certain business andfinancial information in accordance with the rules and practices of the FSA,which includes a description of the nature of the Company's business and theCompany's most recent balance sheet and profit and loss account and the Companypublished a prospectus on 24 November 2006 and that it is able to obtain oraccess such information without undue difficulty; 4 acknowledges that neither JPMC nor the Company nor any of theiraffiliates nor any person acting on behalf of any of them has provided, and willnot provide it, with any material regarding the Placing Shares or the Companyother than this Announcement; nor has it requested any of JPMC, the Company, anyof their affiliates or any person acting on behalf of any of them to provide itwith any such information; 5 acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither JPMC nor anyperson acting on its behalf has or shall have any liability for any information,representation or statement contained in this Announcement or any informationpreviously published by or on behalf of the Company (including the prospectus of24 November 2006) and will not be liable for any Placee's decision toparticipate in the Placing based on any information, representation or statementcontained in this Announcement prospectus or otherwise. Each Placee furtherrepresents, warrants and agrees that the only information on which it isentitled to rely and on which such Placee has relied in committing itself toacquire the Placing Shares is contained in this Announcement and any informationpreviously published by the Company by notification to a Regulatory InformationService, such information being all that it deems necessary to make aninvestment decision in respect of the Placing Shares and that it has neitherreceived nor relied on any other information given or representations,warranties or statements made by any of JPMC or the Company and neither JPMC northe Company will be liable for any Placee's decision to accept an invitation toparticipate in the Placing based on any other information, representation,warranty or statement. Each Placee further acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in deciding to participate in the Placing; 6 acknowledges that neither JPMC nor any person acting on behalfof it nor any of its affiliates has or shall have any liability for any publiclyavailable or filed information or any representation relating to the Company,provided that nothing in this paragraph excludes the liability of any person forfraudulent misrepresentation made by that person; 7 represents and warrants that it, or the beneficial owner, asapplicable, is entitled to subscribe for Placing Shares under the laws of allrelevant jurisdictions which apply to it and that it has fully observed suchlaws and obtained all such governmental and other permissions and other consentsin either case which may be required thereunder and complied with all necessaryformalities; 8 acknowledges that the Placing Shares have not been and will notbe registered under the Securities Act or with any State or other jurisdictionof the United States, nor approved or disapproved by the US Securities andExchange Commission, any state securities commission in the United States or anyother United States regulatory authority, and agrees not to reoffer, resell,pledge or otherwise transfer the Placing Shares except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act; 9 represents, warrants and acknowledges that it is, at the timethe offer to it of the Placing Shares and at the time buy order originates,outside the United States for the purposes of Rule 903 of Regulation S under theSecurities Act; 10 represents and warrants that it is not a "benefit plan investor"(within the meaning of the US Employee Retirement Income Security Act of 1974,as amended ("ERISA")), or other employee benefit plan subject to any US federal,state, local or other law or regulation that is substantially similar to theprohibited transaction provisions of Section 406 of ERISA or Section 4975 of theUS Internal Revenue Code of 1986, as amended, and that it will not sell orotherwise transfer any Placing Shares or any interest therein unless thetransferee makes or is deemed to make the representations and warranties setforth in this section (yy), and the purchaser acknowledges and agrees that anypurported transfer of Placing Shares or any interest therein that does notcomply with this section (yy) will not be effective and will not be recognisedby the Company; 11 represents and warrants that it is, or at the time the PlacingShares are acquired that it will be, the beneficial owner of such PlacingShares, or that the beneficial owner of such Placing Shares is not a resident ofAustralia, Canada or Japan; 12 acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of the United States, Australia,Canada or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 13 represents and warrants that the issue to it, or the personspecified by it for registration as holder, of Placing Shares will not give riseto a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositary receipts and clearance services) and that the Placing Shares are notbeing acquired in connection with arrangements to issue depositary receipts orto transfer Placing Shares into a clearance system; 14 represents and warrants that it has complied with its obligationsin connection with money laundering and terrorist financing under the Proceedsof Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations2003 (the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 15 represents and warrants that it and any person acting on its behalfis a person falling within Article 19 and/or 49 of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakesthat it will acquire, hold, manage or dispose of any Placing Shares that areallocated to it for the purposes of its business; 16 represents and warrants that it has not offered or sold and, priorto the expiry of a period of six months from Admission, will not offer or sellany Placing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the FSMA; 17 represents and warrants that it has not offered or sold and willnot offer or sell any Placing Shares to persons in the European Economic Areaprior to Admission except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted in and which will not result in an offer to the public in any memberstate of the European Economic Area within the meaning of the ProspectusDirective (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 18 represents and warrants that it has only communicated or caused tobe communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 19 represents and warrants that it has complied and will comply withall applicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving, the UnitedKingdom; 20 represents and warrants that it and any person acting on its behalfis entitled to acquire the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to this participationin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 21 undertakes that it (and any person acting on its behalf) will makepayment for the Placing Shares allocated to it in accordance with thisAnnouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other subscribers or sold as JPMC may in itssole discretion determine and without liability to such Placee; 22 acknowledges that none of JPMC, nor any of its affiliates, nor anyperson acting on behalf of any of them, is making any recommendations to it,advising it regarding the suitability of any transactions it may enter into inconnection with the Placees and that participation in the Placing is on thebasis that it is not and will not be a client of JPMC and that JPMC has noduties or responsibilities to it for providing the protections afforded to itsclients or customers or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor for the exercise or performance of any ofits rights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 23 undertakes that the person who it specifies for registration asholder of the Placing Shares will be (i) itself or (ii) its nominee, as the casemay be. Neither JPMC nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Placing and it agrees to indemnify the Company and JPMC inrespect of the same on the basis that the Placing Shares will be allotted to theCREST stock account of JPMC who will hold them as nominee on behalf of suchPlacee until settlement in accordance with its standing settlement instructions; 24 acknowledges that any agreements entered into by it pursuant tothese terms and conditions shall be governed by and construed in accordance withthe laws of England and it submits (on behalf of itself and on behalf of anyperson on whose behalf it is acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or JPMC in any jurisdiction in which therelevant Placee is incorporated or in which any of its securities have aquotation on a recognised stock exchange; 25 agrees that the Company, JPMC and their respective affiliates andothers will rely upon the truth and accuracy of the foregoing representations,warranties, acknowledgements and undertakings which are given to JPMC on its ownbehalf and on behalf of the Company and are irrevocable; and 26 agrees to indemnify and hold the Company and JPMC harmless from anyand all costs, claims, liabilities and expenses (including legal fees andexpenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Placing. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor JPMCwill be responsible. If this is the case, each Placee should seek its own adviceand notify JPMC accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themof any Placing Shares or the agreement by them to subscribe for any PlacingShares. When a Placee or person acting on behalf of the Placee is dealing with JPMC, anymoney held in an account with JPMC on behalf of the Placee and/or any personacting on behalf of the Placee will not be treated as client money within themeaning of the rules and regulations of the FSA made under the FSMA. The Placeeacknowledges that the money will not be subject to the protections conferred bythe client money rules; as a consequence, this money will not be segregated fromJPMC's money in accordance with the client money rules and will be used by JPMCin the course of its own business; and the Placee will rank only as a generalcreditor of JPMC. All times and dates in this Announcement may be subject to amendment. JPMC shallnotify the Placees and any person acting on behalf of the Placees of anychanges. END This information is provided by RNS The company news service from the London Stock Exchange