Northgate Regulatory News (NTG)

31 Jan 2006 07:02

Northgate PLC31 January 2006 31 January 2006 NORTHGATE PLC ("NORTHGATE" OR THE "COMPANY") NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING TO RAISE APPROXIMATELY £63.5 MILLION Further to the announcement today of Northgate's proposed acquisition of ArrivaVehicle Rental Limited ("AVR") on the terms and subject to the conditions setout in that announcement (the "Proposed Acquisition"), Northgate announces thatit is today placing 6,050,000 new ordinary shares of five pence per share("Placing Shares"), representing approximately 9.4 per cent. of Northgate'sexisting issued share capital (the "Placing"). The Placing, which has been underwritten by Hoare Govett Limited ("HoareGovett"), will be the subject of an accelerated bookbuild. The Placing is notconditional on completion of the Proposed Acquisition. The books will open with immediate effect. The books are expected to closetoday, 31 January 2006 and pricing and allocations are expected to be announcedby 6.00 p.m. today, 31 January 2006. The timing of the closing of the books,pricing and allocations may be accelerated or delayed at the sole discretion ofHoare Govett (but shall not extend beyond 8 February 2006). The Placing price inrespect of the Placing Shares (the "Placing Price") will be determined by HoareGovett at the close of the bookbuilding process. The Placing Shares will rank pari passu in all respects with the existingordinary shares of Northgate, including the right to receive all futuredividends and other distributions declared, made or paid after the date of issueof the Placing Shares. The Placing Shares do not rank for the interim dividenddeclared by Northgate on 10 January 2006, for which the record date was 20January 2006. Application will be made for the Placing Shares to be admitted to the OfficialList of the Financial Services Authority and to be admitted to trading by theLondon Stock Exchange plc on its market for listed securities ("Admission").Admission is expected to take place on 3 February 2006. Attention is drawn to the detailed terms and conditions of the Placing describedin the Appendix to this announcement. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Hoare Govett Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Northgate and for no one elsesolely in connection with the Placing and will not be responsible to anyoneother than Northgate for providing the protections afforded to the customers ofHoare Govett Limited or for providing advice in relation to the Placing. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This written announcement is not an offer of securities for sale or asolicitation of any offer to purchase securities in the United States. PlacingShares may not be offered or sold in the United States absent registration underthe US Securities Act of 1933, as amended (the "US Securities Act") or anexemption therefrom. The Company has not and does not intend to register anysecurities under the US Securities Act and does not intend to offer anysecurities to the public in the United States. No money, securities or otherconsideration from any person inside the United States is being solicited and,if sent in response to the information contained in this announcement, will notbe accepted. The Placing Shares have not been and will not be registered withany regulatory authority of any state within the United States. Enquiries NorthgateSteve Smith, Chief Executive Officer 01325 467 558Gerard Murray, Finance Director Hoare Govett LimitedCorporate BrokingAndrew Foster / Bertie Whitehead 020 7678 8000Corporate FinanceJulian Goodwin / Stephen Bowler 020 7678 8000SyndicateJohn MacGowan 020 7678 1084 Hogarth Partnership LimitedAndrew Jaques 020 7357 9477Barnaby Fry APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOTCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN NORTHGATE PLC(THE "COMPANY"). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING(THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITEDKINGDOM, OTHER THAN TO QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED INSECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEINGPERSONS FALLING WITHIN ARTICLE 2.1(E)(1), (11) OR (111) OF DIRECTIVE 2003/71/EC(THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATEDBY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSECORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. THE PLACING SHARES REFERREDTO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACTOF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATESECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPTPURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANYAPPLICABLE STATE ABSENT REGISTRATION. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to subscribe for Placing Shares, will be deemed to haveread and understood this Announcement in its entirety and to be making suchoffer on the terms and conditions, and to be providing the representations,warranties, acknowledgements and undertakings, contained in this Appendix. Inparticular, each such Placee represents, warrants and acknowledges that it: (a) is a Relevant Person and a Qualified Investor and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (b) is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and in either case not with a view to, or for resale in connection with, the distribution thereof, in whole or in part, in the United States and that it (and any such account) is outside the United States, within the meaning of Regulation S under the Securities Act. This written announcement is not an offer of securities for sale or asolicitation of any offer to purchase securities in the United States. PlacingShares may not be offered or sold in the United States absent registration underthe US Securities Act of 1933, as amended (the "US Securities Act") or anexemption therefrom. The Company has not and does not intend to register anysecurities under the US Securities Act and does not intend to offer anysecurities to the public in the United States. No money, securities or otherconsideration from any person inside the United States is being solicited and,if sent in response to the information contained in this announcement, will notbe accepted. 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 including, without limitation, the United Kingdom, the UnitedStates, Canada, Australia or Japan or any other jurisdiction in which such offeror solicitation is or may be unlawful. This Announcement and the informationcontained in it is not for release, publication or distribution, directly orindirectly, to persons in the United States, Canada, Australia or Japan or inany jurisdiction in which such publication or distribution is unlawful. Anyfailure to comply with these restrictions may constitute a violation of US,Canadian, Australian or Japanese securities laws. Subject to certain exemptions, the Placing Shares are not being offered and soldin the United States. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission in the United States orany other US regulatory authority, nor have any of the foregoing authoritiespassed upon or endorsed the merits of the Placing or the accuracy or adequacy ofthis Announcement. Any representation to the contrary is a criminal offence inthe United States. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by Northgate plc ("Northgate" or the "Company") or Hoare GovettLimited ("Hoare Govett") that would permit an offer of Placing Shares orpossession or distribution of this Announcement or any other offering orpublicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons to whose attention thisAnnouncement is drawn are required by the Company and Hoare Govett to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Hoare Govett has today entered into a placing agreement (the "PlacingAgreement") with the Company whereby Hoare Govett has, on and subject to theterms and conditions set out therein, agreed as agent for and on behalf of theCompany, to use its reasonable endeavours to seek to procure Placees for thePlacing Shares and, failing which, itself to accept the allotment of the PlacingShares in accordance with the provisions of the Placing Agreement. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of fivepence per share in the capital of the Company (the "Ordinary Shares"), includingthe right to receive all dividends and other distributions declared, made orpaid on or in respect of the Ordinary Shares after the date of issue of thePlacing Shares. The Placing Shares will not rank for the interim dividenddeclared by Northgate on 10 January 2006, for which the record date was 20January 2006. The allotment and issue of the Placing Shares will be made by the Company toPlacees procured by Hoare Govett (acting as agent for the Company) inconsideration for the transfer to Northgate of certain shares in a Jerseyincorporated subsidiary of Northgate by Hoare Govett. 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 FSA (the "OfficialList") and to London Stock Exchange plc (the "London Stock Exchange") foradmission to trading of the Placing Shares on the London Stock Exchange's marketfor listed securities (together "Admission"). It is expected that Admission willbecome effective at 8.00 a.m. on 3 February 2006 and that dealings in thePlacing Shares will commence at that time. Bookbuild Commencing today Hoare Govett is conducting an accelerated bookbuilding process(the "Bookbuilding Process") to determine demand for participation in thePlacing. This Appendix gives details of the terms and conditions of, and themechanics of participation in, the Placing. No commissions will be paid toPlacees or by Placees in respect of any Placing Shares. Hoare Govett will be entitled to effect the Placing by such alternative methodto the Bookbuilding Process as it may following consultation with the Companydetermine. To the fullest extent permissible by law, neither Hoare Govett norany holding company thereof, nor any subsidiary, branch or affiliate of HoareGovett or any such holding company (each an "Affiliate") shall have anyliability to Placees (or to any other person whether acting on behalf of aPlacee or otherwise). In particular, neither Hoare Govett nor any Affiliatethereof shall have any liability in respect of its conduct of the BookbuildingProcess or of such alternative method of effecting the Placing as Hoare Govettmay determine. Participation in, and principal terms of, the Bookbuilding Process By participating in the Bookbuilding Process and the Placing, Placees will bedeemed to have read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. A furtherannouncement will be made following the close of the Bookbuilding Processdetailing the Placing Price (as defined below) at which the Placing Shares arebeing placed (the "Pricing Announcement"). Hoare Govett (whether through itself or its Affiliates) is arranging the Placingas an agent of the Company. Hoare Govett and its Affiliates are entitled to participate as principal in theBookbuilding Process. The Bookbuilding Process will establish a single price (the "Placing Price")payable to Hoare Govett by all Placees. The Bookbuilding Process is expected to close no later than 6.00 p.m. Londontime today, 31 January 2006, but at the sole discretion of Hoare Govett thetiming of the closing of the books, pricing and allocations may be acceleratedor delayed (but shall not extend beyond 8 February 2006). Hoare Govett may, atits sole discretion, accept bids that are received after the BookbuildingProcess has closed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A person who wishes to participate in the Bookbuilding Process shouldcommunicate its bid by telephone to its usual sales contact at ABN AMRO BankN.V. (London branch) or John MacGowan at Hoare Govett on +44 20 7678 1084. Ifsuccessful, an allocation will be confirmed orally to such person following theclose of the Bookbuilding Process, and a conditional contract note will bedispatched as soon as possible thereafter. Hoare Govett's oral confirmation willconstitute an irrevocable legally binding commitment upon such person (who willat that point become a Placee) to subscribe for the number of Placing Sharesallocated to that Placee at the Placing Price set out in the PricingAnnouncement and otherwise on the terms and conditions set out in this Appendixand in accordance with the Company's memorandum and articles of association. Each Placee's obligations will be owed to the Company and to Hoare Govett. EachPlacee will also have an immediate, separate, irrevocable and bindingobligation, owed to Hoare Govett, to pay to it (or as it may direct) in clearedfunds an amount equal to the product of the Placing Price and the number ofPlacing Shares such Placee has agreed to subscribe for. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The obligations of Hoare Govett under the Placing Agreement are conditionalupon, inter alia: (a) the Pricing Announcement being published through a Regulatory Information Service by not later than 6:00 p.m. today, 31 January 2006; and (b) Admission taking place not later than 8.00 a.m. on the third dealing day following the release of the Pricing Announcement. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by Hoare Govett by the respective time or date where specified (orsuch later time or date as Hoare Govett and the Company may agree but not laterthan 8.00 a.m. on 8 February 2006), (b) any such condition becomes incapable ofbeing fulfilled and Hoare Govett informs the Company that it will not waive suchcondition or (c) the Placing Agreement is terminated in the circumstancesspecified below, the Placing will lapse and the Placees' rights and obligationshereunder shall cease and terminate at such time and each Placee agrees that noclaim can be made by or on behalf of the Placee (or any person on whose behalfthe Placee is acting) in respect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations cease and terminate only in the circumstances described aboveand under "Right to terminate the Placing Agreement" below and will not becapable of rescission or termination by it. Hoare Govett may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company with, or extend the time and/or date for fulfilment bythe Company of, the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement, save that condition (b)above will not be waived. Any such extension or waiver will not affect Placees'commitments as set out in this Announcement. Neither the Company nor Hoare Govett shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. The Company has entered into an agreement providing for the proposed acquisitionof AVR as described in the announcement made by the Company earlier today. ThePlacing Agreement, and therefore the Placing, is not conditional on suchacquisition. However, no assurance can be given that the proposed acquisition ofAVR will be completed or completed on the terms described in that announcement(including in relation to the consideration payable). Right to terminate under the Placing Agreement Hoare Govett may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement in certain circumstances,including circumstances of force majeure or material adverse changes in thefinancial markets, as more particularly described in the Placing Agreement. If the obligations of Hoare Govett under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof. By participating in the Placing each Placee agrees with Hoare Govett that theexercise by Hoare Govett of any right of termination or other discretion underthe Placing Agreement shall be within the absolute discretion of Hoare Govettand that Hoare Govett need not make any reference to any such Placee and thatHoare Govett shall have no liability whatsoever to any such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in connectionwith the exercise of such rights. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing and Placees' commitments will be made solely on thebasis of the information contained in this Announcement and any ExchangeInformation (as referred to in paragraph 4 below under "Representations andWarranties"). Each Placee, by participating in the Placing, agrees that thecontent of this Announcement, the Pricing Announcement and the announcement inconnection with the proposed acquisition of AVR released earlier today isexclusively the responsibility of the Company and confirms that it has neitherreceived nor relied on any other information, representation, warranty, orstatement made by or on behalf of Hoare Govett or the Company and neither ofHoare Govett nor the Company will be liable for any Placee's decision toparticipate in the Placing based on any other information, representation,warranty or statement which the Placees may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in participating in thePlacing and with respect to the Placing Shares. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB0003775441) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement or would not beconsistent with the regulatory requirements in any 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, the PlacingPrice, the aggregate amount owed by such Placee to Hoare Govett and settlementinstructions. ABN AMRO Bank N.V. is acting as Hoare Govett's settlement agentand Placees should settle against CREST ID: 521. It is expected that such tradeconfirmation will be despatched today, 31 January 2006 and that this will alsobe the trade date. Each Placee agrees that it will do all things necessary toensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith Hoare Govett. It is expected that settlement will be on 3 February 2006 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 prevailing LIBOR as determined by Hoare Govett. Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for HoareGovett's account and benefit, an amount equal to the aggregate amount owed bythe Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall between the net proceeds of such sale and the placingproceeds of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties due pursuant tothe terms set out or referred to in this Announcement) which may arise upon thesale of such Placee's Placing Shares on its 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 any liability to UK stamp duty orstamp duty reserve tax. No Placee (or any nominee or other agent acting onbehalf of a Placee) will be entitled to receive any fee or commission inconnection with the Placing. Representations and Warranties By participating in the Bookbuilding Process, each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcement in its entirety; 2. represents and warrants that it has received this Announcement solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing; 4. acknowledges that the Ordinary Shares are listed on the Official List , and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years; 5. acknowledges that neither of Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates has provided, and will not provide it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or any of its Affiliates to provide it with any such information; 6. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company (including, without limitation, the announcement made earlier today by the Company in connection with the proposed acquisition of AVR) and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or its Affiliates may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto; 7. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or its Affiliates and understands that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the announcement or otherwise; and (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the announcement or otherwise; 8. represents and warrants that it, or the beneficial owner, as applicable, is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities; 9. represents and warrants that it has the power and authority to carry on the activities in which it is engaged, to subscribe for the Placing Shares and to execute and deliver all documents necessary for such subscription; 10. represents and warrants that it will be the beneficial owner of such Placing Shares and that the beneficial owner of such Placing Shares will not at the time the Placing Shares are acquired be a resident of Australia, Canada or Japan; 11. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any of the States of the United States, or under the securities legislation of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions; 12. represents and warrants that it is not a resident of the United States and is purchasing the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act; 13. represents and warrants that if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; 14. represents and warrants that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to 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 not being subscribed for by it in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system; 15. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 16. represents and warrants that it and any person acting on its behalf is a person falling within Article 19(1) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 17. represents and warrants that it has not offered or sold and, will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA; 18. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; 19. represents and warrants that it is a qualified investor as defined in section 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i), (ii) or (iii) of the Prospectus Directive; 20. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 21. represents and warrants that it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participating 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 consent and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations; 22. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Hoare Govett may in its sole discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf; 23. acknowledges that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of Hoare Govett's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right; 24. undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Hoare Govett nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Hoare Govett in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions; 25. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Hoare Govett in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; 26. acknowledges that Hoare Govett may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so; 27. agrees that the Company, Hoare Govett and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Hoare Govett on its own behalf and on behalf of the Company and are irrevocable; and 28. agrees to indemnify and hold the Company and Hoare Govett harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor Hoare Govett will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and Hoare Govett in the event that any of the Company and/or Hoare Govett has incurred any such liability to UK stamp duty or stamp dutyreserve tax. In addition, Placees should note that they will be liable to pay 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 themfor any Placing Shares or the agreement by them to subscribe for any PlacingShares. All times and dates in this Announcement may be subject to amendment. HoareGovett shall notify the Placees and any person acting on behalf of the Placeesof any changes. This Announcement has been issued by the Company and is the sole responsibilityof the Company. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and for no one else solely inconnection with the Placing and will not be responsible to anyone other than theCompany for providing the protections afforded to the customers of Hoare Govettor for providing advice in relation the Placing. When a Placee or person acting on behalf of the Placee is dealing with HoareGovett, any money held in an account with Hoare Govett on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from Hoare Govett's money inaccordance with the client money rules and will be used by Hoare Govett in thecourse of its own business; and the Placee will rank only as a general creditorof Hoare Govett. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. The information contained in this Announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. ThisAnnouncement is not an offer of securities for sale into the United States. ThePlacing Shares have not been and will not be registered under the Securities Actand may not be offered or sold, directly or indirectly, in the United Statesabsent registration or an exemption from registration. There will be no publicoffering of securities in the United States. The Placing Shares have not beenand will not be registered with any regulatory authority of any state within theUnited States. This information is provided by RNS The company news service from the London Stock Exchange