Last checked at 
14 Jun 2007 15:07
PANTHEON INTERNATIONAL PARTICIPATIONS PLC ("PIP" or the "Company")
Placing and open offer of ordinary shares in the Company at an issue price of
905p
Not for release, publication or distribution in whole or in part, directly or indirectly in or into the United States, Australia, Canada, Italy, Japan, Republic of South Africa or New Zealand or any other jurisdiction where to do so might constitute a violation of local securities law or regulation or require any action to be taken to register or qualify. Any failure to comply with this restriction may constitute a violation of the laws of the relevant jurisdiction.
This announcementis not an offer of securities for sale in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from it.
14 June 2007
On 21 May 2007 the Board of Directors of PIP (the "Directors") announced proposals to raise up to approximately ‚£100 million before expenses by way of a placing and open offer (the "Issue") of up to 11,050,000 ordinary shares in PIP ("Shares") at a price of 905 pence per share (the "Issue Price"). As part of the Issue, certain of the Shares will be placed with institutional and certain other selected investors (the "Placing"). In addition, an offer has been made to qualifying ordinary shareholders on the basis of 1 Share for every 5 ordinary shares held at close of business on the record date (the "Open Offer" ). Application has been made to the UK Listing Authority and London Stock Exchange plc (the "LSE") for the Shares to be admitted to the Official List of the UK Listing Authority and for admission to trading on the LSE (together, "Admission").
The Company is the longest-established private equity fund-of-funds quoted on the London Stock Exchange, enabling private investors as well as institutions to gain access to a substantial portfolio of unquoted companies in the US, UK, Continental Europe and Asia, within funds managed by experienced private equity managers. The primary investment objective of the Company is to maximise capital growth by investing in private equity funds and, occasionally, directly in private companies.
The Issue is sponsored by Dresdner Kleinwort Securities Limited ("Dresdner Kleinwort" or the "Placing Agent").
The Placing, which is conditional upon the matters described in the appendix to this announcement and which will be carried out by Dresdner Kleinwort as placing agent on behalf of the Company, is expected to be completed on 15 June 2007, with trading in the Shares expected to commence on 20 June 2007.
A prospectus dated 21 May 2007 relating to the Company which contains information about the Issue and Admission (the "Prospectus") has been published. Copies are available for inspection (during normal business hours only) at the Document Viewing Facility, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E19 5HS.
If you choose to participate in the Placing by making an oral acceptance of an oral offer made to you by the Placing Agent (on behalf of the Company) to subscribe for Shares your acceptance will be legally binding and you will be deemed to have read and understood this announcement in its entirety and to be accepting such offer on the terms and conditions contained in the Appendix to this announcement and to be providing the representations, warranties and acknowledgements contained in the Appendix to this announcement.
The full terms and conditions of the Placing are set out in the Appendix to this announcement.
Contacts
Rhoddy Swire +44 207 484 6200
Pantheon International Participations PLC
Andrew Lebus +44 20 7484 6200
Pantheon Ventures Limited
Lewis Aldridge +44 20 7484 6200
Pantheon Ventures Limited
Andrew Zychowski +44 20 7475 6681
Dresdner Kleinwort
Robbie Robertson +44 20 7475 6674
Dresdner Kleinwort
The contents of this announcement have been approved by Pantheon Ventures Limited (a company authorised and regulated by the Financial Services Authority) for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
Dresdner Kleinwort Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company, and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Dresdner Kleinwort Securities Limited, or for affording advice in relation to the contents of this announcement or any matters referred to herein. Dresdner Kleinwort Securities Limited is not responsible for the contents of this document. Dresdner Kleinwort Securities Limited has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.
Pantheon Ventures Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company, and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Pantheon Ventures Limited, or for affording advice in relation to the contents of this announcement or any matters referred to herein. Pantheon Ventures Limited has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.
APPENDIX
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH ACTIVITY IS UNLAWFUL OR WOULD REQUIRE THE COMPANY TO TAKE ANY ACTION TO REGISTER OR QUALIFY
PANTHEON INTERNATIONAL PARTICIPATIONS PLC - PROPOSED PLACING OF NEW ORDINARY SHARES
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT SECURITIES LIMITED ("DKIB") WHO ARE "INVESTMENT PROFESSIONALS" AS DESCRIBED IN ARTICLE 19 OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" AS DESCRIBED IN ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (the "FPO") OR TO PERSONS WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
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 EUROPEAN UNION, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), INCLUDING PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
These materials and the information contained therein do not constitute an offer of securities for sale in the United States or to US persons, as defined in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act"). The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, or to or for the account or benefit of, any US person absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No offering of the Placing Shares is being made in the United States or to US persons and no offers to buy the Placing Shares will be accepted from persons in the United States or US persons. The Placing (as defined below) is being made outside the United States in offshore transactions as defined in and meeting the requirements of Regulation S. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, Canada, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction, and the Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into, or to or for the account or benefit of persons in a Prohibited Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The distribution of this document, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by Pantheon International Participations plc ("the Company"), DKIB or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction (other than the United Kingdom) where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.
In so far as the offer or invitation contained in this document is made to persons in Australia, it is made only to persons who, or in circumstances that, fall within one of the exclusions contained in section 708 of the Corporations Act 2001 (Cth) ("Corporations Act"). This document is not a prospectus or other disclosure document required to be lodged with the Australian Securities and Investments Commission under Chapter 6D of the Corporations Act. Nor is it a product disclosure statement or similar document required under Chapter 7 of the Corporations Act. Accordingly, this document does not contain the information which would be contained in a prospectus or other disclosure document prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider an investment in the Company.
By participating in the Placing (as defined below), each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein. In particular, you represent, warrant, agree and acknowledge that:
1. you are (i) an investment professional within the meaning of article 19(5)
of the FPO and/or (ii) a person falling within article 49(2) of the FPO;
and
2. if you are in the European Union you are a Qualified Investor as defined in
section 86(7) of the FSMA; and
3. you are a non-US person outside the United States; and
4. if you are in Australia, you are a "professional investor" within the
meaning of section 9 of the Corporations Act.
Details of the Placing and Open Offer Agreement and the Placing Shares
The Company and Pantheon Ventures Limited (the "Manager") have entered into a placing agreement (the "Placing and Open Offer Agreement") with DKIB under which DKIB has, subject to the terms set out therein, agreed to use its reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares (the "Placing") and to assist the Company in making an open offer (the "Open Offer") of new ordinary shares (the "Offer Shares").
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with both the Offer Shares and the existing issued ordinary shares of 67 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest. The Company confirms that, subject to the passing of the Resolutions (as defined below), it is entitled to allot the Placing Shares pursuant to section 80 of the Companies Act 1985 as amended, as if section 89(1) of that Act did not apply to such allotment.
Application for listing and admission to trading
An application has been made to the FSA as the competent authority for listing for admission of the Placing Shares and the Offer Shares to the Official List maintained by the FSA in accordance with section 74(1) of FSMA for the purposes of part VI of FSMA and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares and the Offer Shares on the London Stock Exchange`s market for listed securities ("Admission"). It is expected that Admission will become effective and that dealings will commence on 20 June 2007, and in any event no later than 29 June 2007.
Participation in, and principal terms of, the Placing
Each of DKIB and its respective Affiliates (as defined below) is entitled to participate as a Placee.
A single price of 905 pence per Placing Share (the "Placing Price") will be payable to DKIB by all Placees.
Prospective Placees will be identified and contacted by DKIB.
The Placing is expected to close no later than 5 p.m. London time on 15 June 2007, but may be closed earlier at the sole discretion of DKIB. DKIB may, in its sole discretion, accept offers to subscribe for Placing Shares after the Placing has closed.
DKIB will further contact and confirm orally to Placees the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. DKIB's oral confirmation of the size of allocations and each Placee's oral commitment to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in the prospectus dated 21 May 2007 published by the Company in connection with the Placing, the Open Offer and Admission (the "Prospectus").
In the event that the aggregate applications for Placing Shares exceed the maximum size of the Placing, then the Company in consultation with DKIB reserves the right to scale back the number of Placing Shares to be subscribed by any Placee. DKIB also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of DKIB. DKIB shall be entitled to effect the Placing by such method as it shall in its sole discretion determine (including the placement of Placing Shares after the closing date on a T+1 or T+2 basis). To the fullest extent permissible by law, neither DKIB, any holding company, subsidiary, branch or affiliate thereof (each an "Affiliate") of DKIB or the Company, nor any person acting on their respective behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither DKIB or the Company, nor any of their Affiliates thereof nor any person acting on their respective behalf shall have any liability in respect of its conduct of the Placing or of such alternative method of effecting the Placing as DKIB may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Each Placee's obligations will be owed to the Company and to DKIB. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to DKIB, to pay to DKIB (or as DKIB may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The Company shall allot through DKIB such Placing Shares to each Placee following each Placee's payment to DKIB of such amount.
All obligations of DKIB under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of DKIB under the Placing and Open Offer Agreement are conditional, inter alia, on:
1. the ordinary and special resolutions proposed at the extraordinary general
meeting of the Company to be held on 14 June 2007 (the "Resolutions") having been passed without amendment by the relevant majorities not later than 14 June 2007 (or such later time and date as may be agreed between the Company and DKIB so that Admission occurs not later than 29 June 2007);
2. Admission occurring by no later than 8.00 a.m. on 20 June 2007 (or such
other date as may be agreed between the Company and DKIB, not being later
than 29 June 2007);
3. the Company complying with its obligations under the Placing and Open Offer
Agreement to the extent they fall to be performed prior to Admission;
4. the delivery by each of the Company and the Manager, on the day of (and
prior to) Admission, to DKIB of a certificate confirming, inter alia, that none of the respective representations, warranties and undertakings given by the Company and the Manager in the Placing and Open Offer Agreement has been breached or is unfulfilled or was untrue or inaccurate when made or would be breached or unfulfilled or be untrue or inaccurate were it to be repeated by reference to the facts subsisting on the date of such certificate; and
5. the Company allotting prior to Admission, subject only to Admission, the
Placing Shares and the Offer Shares to be allotted pursuant to the Open
Offer.
If (a) the conditions are not fulfilled or (to the extent permitted under the Placing and Open Offer Agreement) waived by DKIB, or (b) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. DKIB shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any 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 in the Placing and Open Offer Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under the heading `Right to terminate under the Placing and Open Offer Agreement' below, and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing and Open Offer Agreement
DKIB may, at any time before Admission, terminate the Placing and Open Offer Agreement by giving notice to the Company if:
1. DKIB reasonably considers any of the warranties given by the Company and
the Manager in the Placing and Open Offer Agreement are not true and accurate or otherwise have been breached (or would not be true and accurate or would be so breached if they were repeated at any time before Admission) by reference to the facts subsisting at the relevant time when the notice referred to above is given in any manner which DKIB, acting in good faith considers in its reasonable opinion to be material and adverse; or
2. DKIB reasonably considers that the Company or the Manager fails to comply
with any of its obligations under the Placing and Open Offer Agreement
which DKIB, acting in good faith, considers in its reasonable opinion to be
material; or
3. in the reasonable opinion of DKIB, acting in good faith, there has been a
material adverse change in the financial or trading position or prospects
of the Company or the Manager since the date of publication of the
Prospectus; or
4. in the absolute discretion of DKIB, there has been a change in national or
international financial, political, economic or stock market conditions
(primary or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity or
crisis; a suspension or material limitation in trading of securities
generally on any stock exchange; any change in currency exchange rates or
exchange controls or a disruption of settlement systems or a material
disruption in commercial banking as would be likely in the opinion of DKIB,
acting reasonably and in good faith, to prejudice the success of the
Placing and the Open Offer.
By participating in the Placing, each Placee agrees with DKIB that the exercise by DKIB of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of DKIB and that DKIB need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, DKIB shall not have any liability whatsoever to the Placee in connection with any such exercise.
Prospectus
The Prospectus has been published in connection with the Placing, the Open Offer and Admission. The Prospectus has been approved by the UK Listing Authority. A Placee may only rely on the information contained in the Prospectus in deciding whether or not to participate in the Placing.
Each Placee, by accepting a participation in the Placing, agrees that the content of this document and the Prospectus is exclusively the responsibility of the Company and confirms to DKIB and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of DKIB (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on their behalf, the Company or any person acting on its behalf (including the Manager) other than the Prospectus and none of DKIB, any of its Affiliates, any persons acting on their behalf, the Company or any person acting on its behalf (including the Manager) will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees, to DKIB for itself and as agent for the Company, that, except in relation to the information contained in this document and the Prospectus, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN GB0004148507) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. DKIB reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to DKIB and settlement instructions. Placees should settle against CREST ID: 318. It is expected that such trade confirmation will be despatched on 15 June 2007 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with DKIB.
It is expected that settlement will be on 20 June 2007 on a T+3 basis in accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, DKIB may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the purposes of satisfying its own obligations, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise 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, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither DKIB nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this document in
its entirety and acknowledges that its participation in the Placing will be
governed by the terms of this document and the Prospectus;
2. agrees to indemnify on an after-tax basis and hold harmless the Company,
DKIB, any of their respective Affiliates and any person acting on their behalf 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, agreements and undertakings in this document and further agrees that the provisions of this document shall survive after completion of the Placing;
3. acknowledges that the ordinary shares of the Company with a nominal value
of 67 pence each are listed on the Official List of the UK Listing Authority, 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, and that the Placee is able to obtain or access the Exchange Information without undue difficulty;
4. acknowledges that none of DKIB, any of its Affiliates nor any person acting
on their behalf nor the Manager has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested DKIB, any of its Affiliates or any person acting on their behalf or the Manager to provide it with any such material or information;
5. acknowledges that neither DKIB, any of its Affiliates nor any person acting
on their behalf nor the Manager will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this document or any information previously published by or on behalf of the Company and neither DKIB, any of its Affiliates nor any person acting on their behalf nor the Manager will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further 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 document, the Prospectus 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 DKIB, any of its Affiliates or any person acting on their behalf or the Manager 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;
6. acknowledges that it has not relied on any information relating to the
Company contained in any research reports prepared by DKIB, any of its Affiliates or any person acting on DKIB's or any of its Affiliates' behalf and understands that (i) none of DKIB, any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of DKIB, any of its Affiliates nor any person acting on their behalf 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 this document or otherwise; and that (iii) none of DKIB, any of its Affiliates nor any person acting on their behalf 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 this document or otherwise;
7. represents and warrants that (i) it is entitled to acquire the Placing
Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory and (v) it has not taken any action which will or may result in the Company, or DKIB, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
8. represents and warrants that the issue to the Placee, or the person
specified by the Placee 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 acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;
9. represents and warrants that it understands that the Placing Shares have
not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (as defined below) and understands and agrees that the Placing Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States or to, or for the benefit of US persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
10. acknowledges that the Company has not been registered as an "investment
company" under the United States Investment Company Act of 1940, as
amended;
11. represents and warrants that (a) it is, and at the time the buy order for
the Placing Shares is originated, it will be outside the United States of America, its territories or possessions, any state of the United States and the District of Columbia (the "United States"), (b) it is not a US person (as defined in Regulation S) and (c) it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States or to, or for the account or benefit of, a US person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
12. 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 qualified investors as defined in section 86(7) of FSMA, being (inter alia) persons falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
13. 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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
14. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
15. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2003) (the "Regulations") and, if it is 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 is (a) a person falling within Article 19
(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of
the FPO 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 is a qualified investor as defined in
section 86(7) of FSMA, being (inter alia) a person falling within Article
2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
18. undertakes that it (and any person acting on its behalf) will pay for the
Placing Shares acquired by it in accordance with this document on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as DKIB may, in its absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the aggregate amount payable for such Placing Shares at the Placing Price and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
19. acknowledges that neither DKIB, any of its Affiliates nor any person acting
on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that participation in the Placing is on the basis that it is not and will not be a client or customer of DKIB or any of its Affiliates and that neither DKIB, any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement or for the exercise or performance of any of DKIB's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
20. undertakes that (i) the person whom it specifies for registration as holder
of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither DKIB nor the Company will be responsible for any liability to pay stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of DKIB which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
21. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance with the laws of England 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 English courts as regards any claim, dispute or matter arising out of any such contract;
22. acknowledges that it irrevocably appoints any director of DKIB as its agent
for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
23. represents and warrants that it is not, and is not acting on behalf of or
for the account of, a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;
24. acknowledges that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor DKIB will be responsible and such stamp duty or stamp duty reserve tax shall be paid by the Placees. If this is the case, the Placee should take its own advice and notify DKIB accordingly;
25. acknowledges that the Placing Shares will be issued and/or transferred
subject to the terms and conditions set out in this document and otherwise
as stated in the Prospectus;
26. acknowledges that when a Placee or any person acting on behalf of the
Placee is dealing with DKIB, any money held in an account with DKIB on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FSA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from DKIB's money in accordance with the client money rules and will be used by DKIB in the course of its business; and the Placee will rank only as a general creditor of DKIB;
27. acknowledges that DKIB may (in 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;
28. acknowledges and understands that the Company, DKIB, and others will rely
upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements and agrees to notify DKIB promptly in writing if any of its representations, warranties, undertakings, agreements or acknowledgements cease to be accurate and complete; and
29. acknowledges and agrees that neither such Placee nor its affiliates nor any
person acting on its or their behalf have engaged in or will engage in any "general solicitation or general advertising" (within the meaning of Regulation D under the Securities Act) or any "directed selling efforts" (as defined in Regulation S) with respect to the Placing Shares.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to the Company and DKIB (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor DKIB will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and DKIB in the event that the Company and/or DKIB has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be 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 UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this document may be subject to amendment. DKIB shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This document has been issued by DKIB on behalf of the Company.
Dresdner Kleinwort Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Dresdner Kleinwort Securities Limited or for affording advice in relation to the Placing, or any other matters referred to herein.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States.
PANTHEON INTERNATIONAL PARTICIPATIONS PLC