26 Oct 2007 07:24
26 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO, OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN AND THEIR RESPECTIVE TERRITORIES AND POSSESSIONS
Members of the public are not eligible to take part in the Placing described below. Invitations to participate in the Placing will be limited to Relevant Persons (as defined in the section headed "General" at the end of this announcement), to which your attention is drawn.
The full terms of and conditions to the Placing are appended to this announcement.
This announcement is solely the responsibility of the Company. Neither JPMorgan Cazenove Limited ("JPMorgan Cazenove"), nor any of its subsidiaries, directors, employees or agents accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which they are not responsible.
Imperial Innovations Group plc announces a cash placing to raise ‚£30 million
Introduction
Imperial Innovations Group plc (the "Company" and, together with its subsidiaries, "Imperial Innovations") today announces that it is seeking to raise ‚£30 million (before expenses) by means of a placing (the "Placing") of 8,108,108 new ordinary shares in the capital of the Company (the "Placing Shares") at a price of 370 pence per Placing Share (the "Placing Price").
The Placing Shares represent approximately 16.4 per cent of the Company's existing issued share capital and will, when issued, represent approximately 14.1 per cent of the Company's enlarged issued share capital. Due to the size of the Placing, shareholder approval will be sought to disapply (under section 95 of the Companies Act 1985) statutory rights of pre-emption. Accordingly, a circular is expected to be sent to the Company's shareholders shortly to convene an extraordinary general meeting at which a special resolution disapplying these statutory pre-emption rights will be proposed (the "Resolution").
JPMorgan Cazenove is acting as financial adviser, bookrunner and underwriter in relation to the Placing.
Details of the Placing
The Placing Shares are to be placed only with institutional investors, including the Company's parent, Imperial College; members of the public are not eligible to participate in the Placing. The Placing Shares will be acquired by placees on the basis that they have not relied on any information, representation and/or warranty from JPMorgan Cazenove or, save for the information contained in this announcement, the Company.
Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM ("Admission"). Subject to the Resolution being passed, it is expected that Admission will become effective at 8.00 a.m. (London time) on 22 November 2007 and that dealings in the Placing Shares will commence at that time.
JPMorgan Cazenove and the Company have entered into a Placing Agreement. The Placing will be conditional on the Placing Agreement becoming unconditional in all respects. These conditions include (i) the passing of the Resolution without amendment; (ii) the entry into by the Company and JPMorgan Cazenove of a purchase memorandum (the "Purchase Memorandum") whereby the Placing will become fully underwritten and (iii) Admission becoming effective by the time and date described above. In addition, the Placing Agreement is terminable at any time prior to Admission in certain circumstances, including any of the warranties and undertakings contained in the Placing Agreement not being, or ceasing to be, true and accurate in all material respects, a material breach of the Placing Agreement occuring or certain events of force majeure having occurred.
Imperial College has committed to subscribe for 810,811 ordinary shares in the Placing and to vote in favour of the Resolution. The Company, in turn, has undertaken to Imperial College that it will not, without Imperial College's prior approval, issue any further shares (other than pursuant to the Placing and any outstanding options) which would reduce Imperial College's holding to 50 per cent or less on a fully diluted basis. Following the Placing, Imperial College will own 52.3 per cent of the enlarged issued share capital of the Company.
Background to and reasons for the Placing
Imperial Innovations was established in 1986 by Imperial College to protect and exploit commercial opportunities arising from the research base of Imperial College, primarily in the fields of science, engineering and medicine. On 31 July 2006, the Company's shares were admitted to the AIM market of the London Stock Exchange and the Company raised ‚£26 million, before expenses.
The Company intends to raise gross proceeds of ‚£30 million principally to allow Imperial Innovations to invest further in its existing Spin-out portfolio and technology development and to take advantage of the future flow of intellectual property from Imperial College and other sources. Imperial Innovations plans to use the proceeds to build on its existing business model with particular focus on the following:
* accelerating the process of commercial exploitation; * increasing the quantity and financial quality of licence deals; * accelerating the development of Spin-out companies; * maximising the value of its holdings in Spin-out companies; and * developing further routes to international companies and complementary intellectual property.
Following the Placing, Imperial Innovations will have proforma cash reserves of approximately ‚£50.1 million including the proceeds of the Ceres Power sale referred to below.
Current Trading and prospects
The results for the year to 31 July 2007 and the performance of Imperial Innovations since 31 July 2007 have been in line with the Directors' expectations.
As at 31 July 2007, Imperial Innovations had a portfolio of equity holdings in 74 Spin-out companies (2006: 66). Imperial Innovations' Spin-out portfolio, as at 31 July 2007, was valued at ‚£55.8 million (2006: ‚£33.5 million), of which, if realised, ‚£17.3 million (2006: ‚£14.0 million) would accrue to third parties under revenue sharing and other obligations, the balance being retained by Imperial Innovations.
As at 31July 2007, 29 per cent (2006: 46 per cent) of the valuation of the Spin-out portfolio related to the valuation of Imperial Innovations' shareholding in one Spin-out company, Ceres Power Holdings plc. That shareholding had decreased in value by 15 per cent between 31 July 2007 and 30 September 2007 (and at 30 September 2007 represented 25 per cent of the valuation of the Spin-out portfolio).
On 15 and 16 October 2007, Imperial Innovations sold a total of 1.1 million shares, being 21.4 per cent of the number of shares in Ceres Power that it held at 31 July 2007. The gross proceeds of that sale were ‚£3.5 million.
Investment by Imperial Innovations in its existing Spin-out portfolio has progressed, with a total of ‚£13.1 million invested in the year to 31 July 2007 (2006: ‚£1.9 million), reflecting the utilisation of the funds raised at the time of the Initial Public Offering in July 2006. During the year to 31 July 2007, Imperial Innovations gained equity interests in 13 new companies (2006: 10). In addition, the flow of intellectual property from Imperial College has continued with 366 invention disclosures during that year (2006: 284). Further, Imperial Innovations' licence portfolio has developed with a further 47 commercial agreements being entered into in the year to 31 July 2007 (2006: 20).
Further information on Imperial Innovations and Imperial College
Imperial Innovations is an integrated business combining the activities of technology transfer, incubation and investment. Imperial Innovations was established in 1986 by Imperial College to protect and exploit commercial opportunities arising from the research base of Imperial College, primarily in the fields of science, engineering and medicine.
Imperial Innovations and Imperial College have entered into a number of agreements to allow Imperial Innovations to operate independently from Imperial College. These agreements include the Technology Pipeline Agreement, which gives Imperial Innovations the right (subject to certain exceptions) to commercialise unencumbered intellectual property which is developed before 2020 within Imperial College's research departments.
Imperial Innovations generates revenue from the following sources:
* licence and royalty income; * equity realisation income; * income from services provided to Imperial College, the UCSF, the Carbon Trust and the Waste and Resources Action Programme; and * income from agreements with other sources of intellectual property.
Imperial College is a world leading science, medical and engineering based university institution frequently ranked in the top three of UK universities and recognised as one of the premier UK university institutions for research quality according to the Government's latest Research Assessment Exercise conducted in 2001. Imperial College continues to raise more research income from industry than any other British university institution due to its focus on the application of its research to industry, a focus reinforced within Imperial College's Charter. The reputation of Imperial College's academic staff is high as evidenced by the calibre of staff and associates of Imperial College, who include 66 Fellows of the Royal Society. 14 Nobel Laureates and two Fields Medallists have been members of Imperial College either as staff or students.
Enquiries
Imperial Innovations Group plc Martin Knight, Chairman +44 20 7594 1403 Susan Searle, Chief Executive Officer +44 20 7594 6591 M:Communications Patrick d'Ancona / Eleanor Williamson +44 20 7153 1539 JPMorgan Cazenove Michael Wentworth-Stanley +44 20 7588 2828 Steve Baldwin +44 20 7588 2828 GENERAL
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as financial adviser, bookrunner and underwriter and no one else in relation to the Placing and will not be responsible to any other person (whether or not such person is in receipt of this announcement) for providing the protections afforded to its customers or for advising any other person in relation to the Placing.
Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, political, regulatory and economic factors. Imperial Innovations assumes no responsibility to update any of the forward looking statements contained in this announcement. Further, any indication in this announcement of the price at which ordinary shares of Imperial Innovations have been bought or sold in the past cannot be relied upon as a guide to future performance.
This announcement and the information contained herein is not for publication or distribution to persons into or from the United States of America, Australia, Canada or Japan or in any jurisdiction in which such publication or distribution is unlawful.
Members of the general public are not eligible to take part in the Placing. This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing or otherwise, is only aimed at and directed to persons in the United Kingdom who (i) have professional experience in matters relating to investments and who are investment professionals (within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) and (ii) are "qualified investors" (within the meaning of section 86(7) of the Financial Services and Markets Act 2000) ("Relevant Persons"). This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing or otherwise, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in so far as relating to participation in the Placing is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The making of an offer (including the Placing) in certain jurisdictions or to residents who are citizens of certain jurisdictions ("Foreign Persons"), may be restricted by laws or regulations of the relevant jurisdictions. Foreign Persons should inform themselves about and observe any such applicable legal requirements in their respective jurisdiction.
This announcement does not constitute an offer to sell or issue, or constitute the solicitation of an offer to acquire or buy, any Placing Shares to any Foreign Persons to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. No regulatory authority has passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
APPENDIX TERMS OF AND CONDITIONS TO THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE ONLY DIRECTED TO AND AIMED AT PERSONS SELECTED BY JPMORGAN CAZENOVE WHO (i) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS"WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND (ii) ARE "QUALIFIED INVESTORS"WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("RELEVANT PERSONS "). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
These terms and conditions and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States of America, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful.
Unless otherwise defined in these terms and conditions, words and expressions used in these terms and conditions shall have the same meaning as in the press announcement dated 26 October 2007 to which they are appended and form part (the "Press Announcement").
1 INTRODUCTION
These terms and conditions apply to Relevant Persons agreeing to subscribe for Placing Shares under the Placing.
Each Relevant Person to whom these conditions apply, as described above, who confirms its agreement to JPMorgan Cazenove (as agent of the Company) to subscribe for Placing Shares (an "Investor") hereby agrees with each of JPMorgan Cazenove and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued under the Placing and gives the representations, warranties, acknowledgements and undertakings set out herein. An Investor shall, without limitation, become so bound as described under paragraph 3.3 of these terms and conditions.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under such Act.
The Placing Shares have not been recommended, approved or disapproved by any United States federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States of America.
These terms and conditions do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for the Placing Shares in any jurisdiction, including, without limitation, the United States of America, Canada, Australia or Japan, where it is unlawful to do so. The distribution of these terms and conditions and the Press Announcement and the sale of or subscription for the Placing Shares in certain jurisdictions may be restricted by law. Relevant Persons to whose attention these terms and conditions have been drawn are required by JPMorgan Cazenove and the Company to inform themselves about and to observe any such restrictions.
2 AGREEMENT TO ACQUIRE ORDINARY SHARES
Conditional on Admission occurring on or prior to 8.00 a.m. on 22 November 2007 (or such later time and/or date as JPMorgan Cazenove and the Company may agree (not being later than 8.00 a.m on 7 December 2007)), an Investor agrees to subscribe for, at the Placing Price, the number of Placing Shares allocated to such Investor under the Placing in accordance with paragraph 3.3 of these terms and conditions. To the fullest extent permitted by law, each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights such Investor may have.
3 PRINCIPAL TERMS OF THE PLACING
This section gives details of the terms of and conditions to, and the mechanics of participation in, the Placing.
3.1 JPMorgan Cazenove is arranging the Placing as an agent for and on behalf of
the Company. Participation will only be available to persons invited to
participate in the Placing by JPMorgan Cazenove.
3.2 Potential Investors will be informed of their allocation of Placing Shares
prior to their confirming their participation in the Placing.
3.3 An Investor's irrevocable commitment to acquire a fixed number of Placing
Shares at the Placing Price will be agreed with and confirmed by it orally and a written confirmation in the form of a contract note (in either electronic or paper form) will be dispatched by JPMorgan Cazenove to the Investor as soon as possible thereafter. The Investor's oral confirmation to JPMorgan Cazenove constitutes an irrevocable, legally binding contractual commitment to JPMorgan Cazenove, as agent for the Company, from the Investor to subscribe and pay for a fixed number of Placing Shares on the terms and conditions set out in this section.
3.4 There will be no commission payable to Investors in relation to the Placing
Shares.
3.5 Save in respect of depositary receipt arrangements or clearance services
(as to which see warranty 5.6 below), no United Kingdom stamp duty or stamp
duty reserve tax will be payable on the issue of the Placing Shares.
3.6 Investors will participate in the Placing solely on the basis of these
terms and conditions and the Press Announcement.
3.7 The Placing, and thus the obligation of an Investor to subscribe for, at
the Placing Price, the number of Placing Shares allocated to such Investor under the Placing in accordance with the arrangements described in the Press Announcement and these terms and conditions, are conditional on the Placing Agreement becoming unconditional in all respects by 8.00 a.m. on 22 November 2007 (or such later time and/or date as the Company and JPMorgan Cazenove (acting jointly) may agree, being not later than 8.00 a.m. on 7 December 2007) and not having been terminated in accordance with its terms prior to Admission. The Placing Agreement is conditional, inter alia, on:
(i) the application for Admission having been made on behalf of the Company
through JPMorgan Cazenove in accordance with the terms of the Placing
Agreement;
(ii)the delivery by the Company to JPMorgan Cazenove of certain documents and
letters;
(iii)the Purchase Memorandum being entered into by JPMorgan Cazenove and the
Company;
(iv)the Resolution being duly passed (without amendment) at the EGM and not,
except with the written consent of JPMorgan Cazenove, at any adjournment
thereof;
(v) the Company having complied with all of its obligations and having
satisfied all conditions to be satisfied by it, in each case under the
Placing Agreement or under the terms or conditions of the Placing, which
fall to be performed or satisfied on or prior to Admission; and
(vi)the Placing Shares being allotted in accordance with the terms of the
Placing Agreement and Admission occurring on or before 8.00 a.m. on 22
November 2007 (or such later time as the Company and JPMorgan Cazenove may
agree, being not later than 8.00 a.m. on 7 December 2007).
3.8 JPMorgan Cazenove has the right to terminate the Placing Agreement at any
time prior to Admission, exercisable in certain circumstances, including if:
(a) the Company fails to comply in any material respect with any of its obligations under the Placing Agreement or a material breach of the Placing Agreement shall have occurred;
(b) any of the representations, warranties and undertakings contained in the Placing Agreement is not, or has ceased to be, true and accurate in any material respect;
(c) a matter has arisen which has given rise to a claim under the indemnity set out in the Placing Agreement;
(d) it shall come to the notice of JPMorgan Cazenove that any statement contained in the Press Announcement or the Circular has become untrue, incorrect, or misleading in any respect or that statements have been omitted from the Press Announcement or the Circular which, in any case, JPMorgan Cazenove considers to be material in the context of the Group taken as a whole, the Placing or the underwriting of the Placing Shares as provided for by the Placing Agreement;
(e) trading generally is suspended or materially limited on the London Stock Exchange or a general moratorium on commercial banking activities is declared in the United Kingdom; and/or
(f) there shall have occurred or come into effect any adverse change in national or international financial, economic, market or political conditions or in the financial position or prospects of the Group taken as a whole as a result of, directly or indirectly, force majeure and, in the opinion of JPMorgan Cazenove as far as practicable, after consultation with the Company, the effect of such change would render proceeding with the Placing impracticable or inadvisable.
3.9 The Placing Agreement contains certain warranties and undertakings (given
without limitation), including as to the accuracy of the Press Annoucement and the Circular, given by the Company for the benefit of JPMorgan Cazenove, together with an indemnity (also given without limitation) relating to certain liabilities of the Company also given by the Company in favour of JPMorgan Cazenove. JPMorgan Cazenove has an absolute discretion as to whether or not to bring any action for any breach of these warranties and undertakings.
3.10 By participating in the Placing, each Investor agrees with JPMorgan
Cazenove that any waiver by JPMorgan Cazenove of any condition to the Placing Agreement or the extension of the time for fulfilment of any such condition or the exercise or otherwise of any of the rights of JPMorgan Cazenove to terminate the Placing Agreement shall be within the absolute discretion of JPMorgan Cazenove and that it shall not have any liability to the Investor whatsoever in connection with any decision to exercise or not to exercise any such right. If the Placing Agreement does not become unconditional in all respects or is terminated in accordance with its terms, the Placing will not proceed, the rights, obligations and liabilities of the Investor will cease and determine and no claims will be capable of being made by the Investor in respect of the Placing and JPMorgan Cazenove will cause to be returned to the Investor, without interest, all monies received from the Investor pursuant to the terms of the Placing at the risk of the Investor. 4 PAYMENT, REGISTRATION AND SETTLEMENT
Each Investor undertakes to pay the Placing Price for the Placing Shares issued to such Investor in such manner as shall be directed by JPMorgan Cazenove.
Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions. JPMorgan Cazenove reserves the right (subject to compliance with applicable law and regulations) to require settlement for the Placing Shares and delivery thereof to some or all of the Investors in such other means that it deems necessary, including if delivery or settlement is not possible within the CREST system within the timetable set out herein or would not be consistent with the regulatory requirements in the jurisdictions of such Investors.
It is expected that settlement will take place on 22 November 2007.
In the event of any failure by any Investor to pay as so directed by JPMorgan Cazenove, the relevant Investor shall be deemed hereby to have appointed JPMorgan Cazenove or any nominee of JPMorgan Cazenove to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by JPMorgan Cazenove and to indemnify on demand JPMorgan Cazenove in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales (together with any interest or penalties thereon).
5 REPRESENTATIONS AND WARRANTIES
By agreeing to subscribe for a number of Placing Shares under the Placing, each Investor and any person acting on its behalf is deemed to represent and warrant to JPMorgan Cazenove and the Company that:
5.1 it has read and understood these terms and conditions and the Press
Announcement in their entirety;
5.2 if it is a natural person, such Investor is not under the age of majority
(18 years of age in the United Kingdom ("UK")) on the date of such
Investor's agreement to subscribe for Placing Shares under the Placing;
5.3 it is relying on these terms and conditions and the Press Announcement and
not on any other information or representation concerning Imperial Innovations or the Placing. Such Investor agrees that none of the Company, JPMorgan Cazenove, nor any of their respective officers, directors or employees is responsible, and will not have any liability, for any such other information or representation and, to the extent that any such person may be found to have any such liability, the Investor hereby waives any right that it may have to make any claim in relation thereto and none of the Company, JPMorgan Cazenove or any of the officers, directors or employees, will be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in the Press Announcement or otherwise;
5.4 JPMorgan Cazenove is not making any recommendation to Investors or advising
any of them regarding the suitability or merits of any transaction they may
enter into in connection with the Placing, and the Investor acknowledges
that participation in the Placing is on this basis;
5.5 if the laws of any place outside the UK are applicable to the Investor's
agreement to subscribe for Placing Shares and/or acceptance thereof, such Investor has complied with all such laws and none of the parties mentioned under paragraph 5.3 above will infringe any laws outside the UK as a result of such Investor's agreement to subscribe for Placing Shares and/or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to subscribe for Placing Shares and/or acceptance thereof or under the articles of association of the Company (the "Articles");
5.6 it is not, and is not applying as nominee or agent for, a person who is, or
may be, mentioned in any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services);
5.7 it understands that no action has been or will be taken in any jurisdiction
by the Company or any other person that would permit a public offering of the Placing Shares, or possession or distribution of the Press Announcement, in any country or jurisdiction where action for that purpose is required;
5.8 it is a person who (i) has professional experience in matters relating to
investments and is an "investment professional" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) is a "qualified investor" within the meaning of section 86(7) of the Financial Services and Markets Act 2000;
5.9 it is liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares under the Placing;
5.10 in the case of any person acting as a third party who confirms an agreement
to subscribe for Placing Shares to JPMorgan Cazenove on behalf of an Investor, that the terms on which such person is engaged to act on behalf of the Investor enable such person to make investment decisions in relation to securities without reference to that Investor;
5.11 it has complied with its obligations in connection with the prevention of
money laundering under the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003 (the "Regulations") and, if it is making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
5.12 it has complied and will comply with all applicable provisions of the
Financial Services and Markets Act 2000 with respect to anything done by it
in relation to the Placing Shares in, or otherwise involving, the UK; and
5.13 it has all necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to participate in 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, all necessary consents and authorities to agree to the terms set out or referred to in these terms and conditions).
6. ACKNOWLEDGEMENTS AND UNDERTAKINGS
By participating in the Placing, each Investor (and any person acting on its behalf):
6.1 acknowledges to JPMorgan Cazenove that participation in the Placing is on
the basis that it is not and will not be a client or customer of JPMorgan Cazenove and that JPMorgan Cazenove has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnity or information contained in the Placing Agreement nor for the exercise or performance of any of the rights and obligations of JPMorgan Cazenove thereunder, including any right to waive or vary conditions or exercise any termination right;
6.2 undertakes to and agrees with JPMorgan Cazenove and the Company that:
6.2.1 the person whom it specifies for registration as holder of the Placing Shares will be (i) the Investor or (ii) the Investor's nominee, as the case may be; 6.2.2 neither of JPMorgan Cazenove nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from failure to observe this requirement; 6.2.3 the Investor and any person acting on its behalf agrees to subscribe on the basis that the Placing Shares will be allotted to the CREST stock account of Cazenove Nominees Limited who will hold them as nominee on its behalf until settlement in accordance with its standing settlement instructions;
6.3 the content of these terms and conditions and the Press Announcement is
exclusively the responsibility of the Company and that neither JPMorgan Cazenove nor any person acting on its behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained in these terms and conditions or the Press Announcement or any information previously published by or on behalf of the Company and will not be liable for any Investor's decision to participate in the Placing based on any information, representation or statement contained in these terms and conditions or the Press Announcement or otherwise;
6.4 JPMorgan Cazenove and the Company will rely upon the truth and accuracy of
the representations, warranties and acknowledgements in paragraphs 5 and 6
of these terms and conditions which shall be given to each of JPMorgan
Cazenove and the Company and shall be irrevocable;
6.5 the Placing Shares have not been and will not be registered under the US
Securities Act or the securities legislation of any State of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions;
6.6 it will not transfer any Placing Shares within the United States except in
accordance with Rule 903 of Regulation S of the US Securities Act or to Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the US Securities Act provided by Rule 144A; and 6.7 confirms that 6.7.1 neither it nor its affiliates nor any person acting on its or their behalf have been subjected by or on behalf of the Company to engage in any form of "general solicitation or general advertising" (within the meaning of Regulation D under the US Securities Act) or "directed selling efforts" (as defined in Regulation S under the US Securities Act) in connection with any offer or sale of the Placing Shares; 6.7.2 it has not been the subject an any offer by or for or on behalf of the Company when it was, if at all, in the United States; and 6.7.3 it is not, and is not, acting for or on behalf of the account of a United States person (as defined under Regulation S) under the United States Securities Act. 7 SUPPLY AND DISCLOSURE OF INFORMATION
If the Company, JPMorgan Cazenove or any of their respective agents request any information about an Investor's agreement to subscribe for Placing Shares, such Investor must promptly disclose it to them.
8 MISCELLANEOUS
The rights and remedies of JPMorgan Cazenove and the Company 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.
On application, each Investor may be asked to disclose, in writing or orally, to JPMorgan Cazenove:
(i) if he is an individual, his nationality; or
(ii) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to JPMorgan Cazenove.
Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to subscribe for have been issued to such Investor.
The contract to subscribe for Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England. For the exclusive benefit of the parties mentioned under paragraph 5.3 above, 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.
In the case of a joint agreement to subscribe for Placing Shares, references to an Investor in these terms and conditions are to each such Investor and such Investors' liability is joint and several.
The Company and JPMorgan Cazenove expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before the allocations are determined and, until the Purchase Memorandum is entered into, neither JPMorgan Cazenove or the Company is obliged to proceed with the Placing.
9 SELLING RESTRICTIONS
Prior to Admission, Investors may only offer or sell Placing Shares in the United Kingdom
in circumstances which will not result in an offer to the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act 2000.
IMPERIAL INNOVATIONS GROUP PLC