Predator Oil Regulatory News (PRD)

11 Apr 2008 07:01

Prodesse Investment Limited11 April 2008 Not for release, publication or distribution in, or into, the United States,Australia, Canada or Japan 11 April 2008 Prodesse Investment Limited PLACING OF UP TO 2,816,500 NEW ORDINARY SHARES Prodesse Investment Limited ("Prodesse" or the "Company") today announces it isplacing up to 2,816,500 new ordinary shares (the "Placing") representing up toapproximately 9.99 per cent of Prodesse's issued ordinary share capitalimmediately prior to the Placing. Net Asset Value The unaudited Net Asset Value per Ordinary Share, including accrued and netundistributed income, as at 10 April 2008 was US$6.93. Use of proceeds The net proceeds of the Placing will be used to invest in further U.S. agencymortgage backed securities in accordance with the Company's investment policy. Enquiries: Prodesse Investment Limited:John Hallam Chairman +44 (0)1481 250879 Fixed Income Discount Advisory CompanyRonald Kazel Director +1 212 696 0100 Merrill Lynch InternationalRupert Hume Kendall +44 (0)20 7996 2441Andrew Tusa +44 (0)20 7995 1415 Daniel Stewart & CompanyGraham Webster +44 (0) 20 7776 6550Chloe Ponsonby +44 (0) 20 7776 6550 Details of the Placing Prodesse intends to place up to 2,816,500 new ordinary shares, representing upto approximately 9.99 per cent of Prodesse's issued ordinary share capitalimmediately prior to the Placing, with institutional and other investors (the"Placing Shares"). The Placing is being conducted, subject to the satisfactionof certain conditions, through an accelerated book-building process to becarried out by Merrill Lynch International ("Merrill Lynch") and Daniel Stewart& Company plc ("Daniel Stewart" and, together with Merrill Lynch, the"Managers"). The books will open with immediate effect. The timing of theclosing of the books, pricing and allocations is at the discretion of Prodesseand Merrill Lynch although the book-building is expected to close not later than4.30 pm (London time) today. However, Merrill Lynch may accept further bidsafter initial allocations have been made on the basis explained in Appendix One.The number of Placing Shares and the price at which the Placing Shares are to beplaced (the "Placing Price") will be agreed by Prodesse with Merrill Lynch atthe close of the book-building process. Details of the Placing Price will beannounced as soon as practicable after the close of the book-building process. The Placing Shares will be issued credited as fully paid and will rank paripassu with the Company's existing ordinary shares, including the right toreceive all dividends and other distributions declared, made or paid on or inrespect of such shares after the date of issue of the Placing Shares. TheCompany will apply for admission of the Placing Shares to the Official List ofthe Financial Services Authority and to listing on the London Stock Exchange'smarket for listed securities ("Admission"). It is expected that Admission willtake place and that trading will commence on 16 April 2008. Application willalso be made for the Placing Shares to be admitted to trading on the ChannelIslands Stock Exchange, LBG. Settlement of the Placing Shares will be on a T + 3 basis and is expected tooccur on 16 April 2008. Appendix One to this announcement (which forms part of this announcement) setsout the terms and conditions of the Placing. General Merrill Lynch is acting for the Company and no-one else in relation to thePlacing and will not be responsible to any person other than the Company forproviding the protections afforded to clients of Merrill Lynch or for providingadvice in relation to the Placing or in relation to the contents of thisannouncement or any other transaction, arrangement or matter referred to herein. Daniel Stewart is acting for the Company and no-one else in relation to thePlacing and will not be responsible to any person other than the Company forproviding the protections afforded to clients of Daniel Stewart or for providingadvice in relation to the Placing or in relation to the contents of thisannouncement or any other transaction, arrangement or matter referred to herein. This announcement is for information purposes only and does not constitute anoffer to issue or sell, or the solicitation of an offer to acquire or buy, anysecurities to any person in any jurisdiction. In particular, this announcementdoes not constitute an offer to issue or sell, or the solicitation of an offerto acquire, buy or subscribe for, any securities in the United States, Canada,Australia or Japan. The Placing Shares have not been, nor will they be, registered under theSecurities Act or with any securities regulatory authority of any State or otherjurisdiction of the United States, and accordingly may not be offered, sold ortransferred within the United States except pursuant to an exemption from, or ina transaction not subject to, registration under the Securities Act. No publicoffering of the Placing shares will be made in the United States. The PlacingShares are being offered and sold only outside the United States to persons whoare not U.S. persons as defined in and in accordance with Regulation S under theSecurities Act ("U.S. Persons"). The Company has not been and will not beregistered under the Investment Company Act and investors will not be entitledto the benefits of such registration. Certain statements made in this announcement are forward looking statements.Such forward looking statements are based on current expectations and numerousassumptions regarding the Company's present and future business strategies andthe environments in which the Company will operate in the future. Suchassumptions may or may not prove to be correct and actual results andperformance could differ materially from any expected further results orperformances, express or implied, by the forward looking statements. Factorsthat might cause forward looking statements to differ materially from actualresults include, among other things, changes in global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates and future business combinations or disposals. The Companyexpressly disclaims and assumes no responsibility to update or revise any of theforward looking statements contained in this announcement to reflect any changein the Company's expectations with regard thereto or any change in events,conditions or circumstances on which any such statement is based. Any indication in this announcement of the price at which Ordinary Shares havebeen bought or sold in the past cannot be relied upon as a guide to futureperformance. No statement in this announcement is intended to be a profitforecast or dividend forecast and no statement in this announcement should beinterpreted to mean that earnings per share of the Company for the current orfuture financial years would necessarily match or exceed the historicalpublished earnings per share of the Company. APPENDIX ONE TERMS AND CONDITIONS Important information on the Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX 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 ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANINGOF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUSDIRECTIVE") AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) ("INVESTMENTPROFESSIONALS") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIALPROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHINARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BEACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FORSALE OR SUBSCRIPTION OF ANY SECURITIES IN PRODESSE. This announcement and any offer if made subsequently is only addressed to anddirected at persons in member states of the European Economic Area ("EEA") whoare "qualified investors" within the meaning of Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC) if and to the extent implemented inthat member state ("Qualified Investors"). By participating in the bookbuilding procedure (the "Bookbuilding") and thePlacing, Placees will be deemed to have read and understood this Appendix One inits entirety, to be participating, making an offer and acquiring Placing Shareson the terms and conditions contained herein and to be providing therepresentations, warranties, acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it will acquire, hold, manage ordispose of any Placing Shares that are allocated to it for the purposes of itsbusiness; 2. in the case of a Relevant Person in a member state of the EEA which hasimplemented the Prospectus Directive (each a "Relevant Member State") whoacquires any Placing Shares pursuant to the Placing: (i) it is a Qualified Investor; and (ii) in the case of any Placing Shares acquired by it as a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive,that the Placing Shares to be acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view totheir offer or resale to, persons in circumstances which may give rise to anoffer of any shares to the public other than their offer or resale in a RelevantMember State to Qualified Investors as so defined or in circumstances in whichthe prior consent of the Company has been obtained to each such proposed offeror resale. 3. is not a U.S. Person and is acquiring the Placing Shares for its own accountor is acquiring the Placing Shares for an account of a non-U.S. Person withrespect to which it exercises sole investment discretion and that it (and anysuch account) is outside the United States or it is a dealer or otherprofessional fiduciary in the United States acting in reliance upon Regulation Sunder the Securities Act on a discretionary basis for a non-U.S. Person. This announcement (including this Appendix One) does not constitute an offer toissue or sell or the solicitation of an offer to acquire, buy or subscribe forPlacing Shares in any jurisdiction including, without limitation, the UnitedKingdom, South Africa, the United States, Canada, Australia or Japan. Thisannouncement and the information contained herein is not for publication ordistribution, directly or indirectly, to persons in the United States, Canada,Australia, Japan or in any jurisdiction in which such publication ordistribution is unlawful. 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 the Company, the Managers, or any of their respective Affiliates,that would permit an offer of the Placing Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required bythe Company and the Managers to inform themselves about and to observe any suchrestrictions. In this Appendix, unless the context otherwise requires, the "Company" meansProdesse Investment Limited and "Placee" includes a person (includingindividuals, funds or others) on whose behalf a commitment to acquire PlacingShares has been given. No prospectus No prospectus or other offering document has been or will be submitted to beapproved by the Financial Services Authority ("FSA") in relation to the Placingand the Placees' commitments will be made solely on the basis of the informationcontained in this announcement and the Pricing Announcement. Each Placee, byparticipating in the Placing, agrees that it has neither received nor relied onany other information, representation, warranty or statement made by or onbehalf of either of the Managers or by or on behalf of the Company and none ofthe Managers, the Company nor any person acting on such person's behalf nor anyof their Affiliates has or shall have any liability for any Placee's decision toaccept this invitation to participate in the Placing based on any otherinformation, representation, warranty or statement. Each Placee acknowledges andagrees that it has relied on its own investigation of the business, financial orother position of the Company in accepting a participation in the Placing.Nothing in this paragraph shall exclude the liability of any person forfraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares Merrill Lynch and Daniel Stewart have entered into a placing agreement (the"Placing Agreement") with the Company and Fixed Income Discount Advisory Company("FIDAC") under which Merrill Lynch and Daniel Stewart have undertaken, on theterms and subject to the conditions set out in the Placing Agreement, to use itsreasonable endeavours as agent of the Company to procure Placees for the PlacingShares. 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 US$0.01per share in the capital of the Company, including the right to receive alldividends and other distributions declared, made or paid on or in respect ofsuch shares after the date of issue of the Placing Shares. Application for admission to listing and trading Application will be made to the FSA for admission of the Placing Shares to theofficial list maintained by the FSA (the "Official List") and to the LondonStock Exchange for admission to trading of the Placing Shares on the LondonStock Exchange's market for listed securities (together "Admission").Application will also be made for the Placing Shares to be admitted to tradingon the Channel Islands Stock Exchange, LBG. Bookbuilding Merrill Lynch will today commence the Bookbuilding to determine demand forparticipation in the Placing by Placees. This Appendix gives details of theterms and conditions of, and the mechanics of participation in, the Placing. Nocommissions will be paid to Placees or by Placees in respect of any PlacingShares. The Managers and the Company shall be entitled to effect the Placing by suchalternative method to the Bookbuilding as they may, in their sole discretion,determine. Principal terms of the Bookbuilding and Placing 1. Participation in the Placing will only be available to persons who maylawfully be, and are, invited to participate by Merrill Lynch. 2. The Bookbuilding will establish a single price (the "Placing Price") payableto the Managers having procured such Placee by all Placees whose bids aresuccessful. The Placing Price will be agreed between Merrill Lynch, the Companyand FIDAC following completion of the Bookbuilding and any discount to themarket price of the Ordinary Shares of the Company will be determined inaccordance with the Listing Rules. The Placing Price will be announced (the"Pricing Announcement") on a Regulatory Information Service following thecompletion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid bytelephone to their usual sales contact at Merrill Lynch or Daniel Stewart. Eachbid should state the number of Placing Shares in the Company which a prospectivePlacee wishes to acquire at either the Placing Price which is ultimatelyestablished by the Company, FIDAC and Merrill Lynch or at prices up to a pricelimit specified in its bid. Bids may be scaled down by the Managers on the basisreferred to in paragraph 7 below. Merrill Lynch and Daniel Stewart are arrangingthe Placing as agents of the Company. 4. The Bookbuilding is expected to close no later than 4.30 p.m. on 11 April2008 but may be closed earlier at the sole discretion of Merrill Lynch. MerrillLynch may, in agreement with the Company, accept bids that are received afterthe Bookbuilding has closed. 5. Allocations will be confirmed orally by Merrill Lynch as soon as practicablefollowing the close of the Bookbuilding. Merrill Lynch's oral confirmation of anallocation will give rise to a legally binding commitment by the Placeeconcerned, in favour of the Managers and the Company, under which it agrees toacquire the number of Placing Shares allocated to it on the terms and subject tothe conditions set out in this Appendix One and the Company's memorandum andarticles of association. 6. The Company will make a further announcement following the close of theBookbuilding detailing the number of Placing Shares to be issued and the PlacingPrice. 7. Subject to paragraphs 4 and 6 above, Merrill Lynch may choose to acceptbids, either in whole or in part, on the basis of allocations determined at itsdiscretion (in agreement with the Company and FIDAC) and may scale down any bidsfor this purpose on such basis as they may determine. Merrill Lynch may also,notwithstanding paragraphs 4 to 6 above, subject to the prior consent of theCompany (a) allocate Placing Shares after the time of any initial allocation toany person submitting a bid after that time and (b) allocate Placing Sharesafter the Bookbuilding has closed to any person submitting a bid after thattime. 8. A bid in the Bookbuilding will be made on the terms and subject to theconditions in this Appendix One and will be legally binding on the Placee onbehalf of which it is made and except with Merrill Lynchs and the Company'sconsent will not be capable of variation or revocation after the time at whichit submitted. Each Placee will have an immediate, separate, irrevocable andbinding obligation, owed to Merrill Lynch, to pay to it (or as it may direct) incleared funds an amount equal to the product of the Placing Price and the amountof Placing Shares such Placee has agreed to acquire. Each Placee's obligationswill be owed to the Company and to the Managers. 9. Except as required by law or regulation, no press release or otherannouncement will be made by the Managers or the Company using the name of anyPlacee (or its agent), in its capacity as Placee (or agent), other than withsuch Placee's prior written consent. 10. Irrespective of the time at which a Placee's allocation(s) pursuant to thePlacing is/are confirmed, settlement for all Placing Shares to be acquiredpursuant to the Placing will be required to be made at the same time, on thebasis explained below under "Registration and Settlement". 11. All obligations under the Bookbuilding and Placing will be subject tofulfilment of the conditions referred to below under "Conditions of the Placing"and to the Placing not being terminated on the basis referred to below under"Termination of the Placing". 12. By participating in the Bookbuilding each Placee will agree that its rightsand obligations in respect of the Placing will terminate only in thecircumstances described below and will not be capable of rescission ortermination by the Placee. 13. To the fullest extent permissible by law, neither of the Managers nor anyof their respective Affiliates shall have any liability to Placees (or to anyother person whether acting on behalf of a Placee or otherwise). In particular,neither of the Managers nor any of their respective Affiliates shall have anyliability (including, to the extent permissible by law, any fiduciary duties) inrespect of such Manager's conduct of the Bookbuilding or of such alternativemethod of effecting the Placing as the Managers and the Company may agree. Registration and Settlement If Placees are allocated any Placing Shares in the Placing they will be sent acontract note or electronic confirmation which will confirm the number ofPlacing Shares allocated to them, the Placing Price and the aggregate amountowed by them to the relevant Manager. Each Placee will be deemed to agree thatit will do all things necessary to ensure that delivery and payment is completedin accordance with either the standing CREST or certificated settlementinstructions which they have in place with the relevant Manager. Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system. Settlement through CREST will be on a T + 3 basisunless otherwise notified by the Managers and is expected to occur on 16 April2008. Settlement will be on a delivery versus payment basis. However, in theevent of any difficulties or delays in the admission of the Placing Shares toCREST or the use of CREST in relation to the Placing, the Company and theManagers may agree that the Placing Shares should be issued in certificatedform. The Managers reserve the right to require settlement for the PlacingShares, and to deliver the Placing Shares to Placees, by such other means asthey deem necessary if delivery or settlement to Placees is not practicablewithin the CREST system or would not be consistent with regulatory requirementsin a Placee's jurisdiction. Interest is chargeable daily on payments not received on the due date inaccordance with the arrangements set out above, in respect of either CREST orcertificated deliveries, at the rate of 2 percentage points above prevailingLIBOR. If Placees do not comply with their obligations the Managers may sell theirPlacing Shares on their behalf and retain from the proceeds, for their ownaccount and benefit, an amount equal to the Placing Price of each share soldplus any interest due. Placees will, however, remain liable for any shortfallbelow the Placing Price and for any stamp duty or stamp duty reserve tax(together with any interest or penalties) which may arise upon the sale of theirPlacing Shares on their behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees must ensure that, upon receipt, the conditional contract note is copiedand delivered immediately to the relevant person within that organisation. Conditions of the Placing The Placing is conditional upon the Placement Agreement becoming unconditionaland not having been terminated in accordance with its terms. The obligations of the Managers under the Placing Agreement are, and the Placingis, conditional on, inter alia: (a) Admission occurring by not later than 8 am (London time) on 16 April 2008(or such later time and/or date as the Managers may agree); (b) the warranties given by the Company and FIDAC in the Placing Agreementbeing true and accurate and not misleading in any respect on and as of the dateof the Placing Agreement and at any time prior to Admission; and (c) the Company having complied with all of the agreements and undertakings andsatisfied or performed all of the conditions and obligations on its part to beperformed or satisfied under the Placing Agreement which are required to beperformed or satisfied on or prior to Admission. The Placing is not conditional on the Placing Shares being admitted to tradingon the Channel Islands Stock Exchange, LBG. If the conditions in the Placing Agreement are not satisfied or, wherepermitted, waived in accordance with the Placing Agreement within the statedtime periods (or such later time and/or date as the Company and the Managers mayagree), or the Placing Agreement is terminated in accordance with its terms, thePlacing will lapse and the Placee's rights and obligations shall cease andterminate at such time and each Placee agrees that no claim can be made by or onbehalf of the Placee (or any person on whose behalf the Placee is acting)against the Company, the Managers or any of their respective Affiliates or anyother person 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 "Termination of the Placing" below and will not be capable ofrescission or termination by it. The Managers may waive compliance by the Company, or extend the time and/ ordate for fulfilment by the Company, with the whole or any part of any of theCompany's obligations in relation to the conditions in the Placing Agreement,save that certain conditions including the condition relating to Admissionreferred to in paragraph (a) above may not be waived. Any such extension orwaiver will not affect Placees' commitments as set out in this Appendix One. Neither Merrill Lynch nor Daniel Stewart nor any of their respective Affiliatesnor the Company shall have any liability to any Placee (or to any other personwhether acting on behalf of a Placee or otherwise) in respect of any decisionany of them may make as to whether or not to waive or to extend the time and/ordate for the satisfaction of any condition to the Placing nor for any decisionany of them may make as to the satisfaction of any condition or in respect ofthe Placing generally. Termination of the Placing The Managers may, at their absolute discretion, by notice in writing to theCompany, terminate the Placing Agreement at any time prior to Admission if,inter alia: (a) there shall have come to the notice of the Managers any breach of, or anyevent that in the judgement of the Managers renders untrue or incorrect in anyrespect, any of the warranties and representations contained in the PlacingAgreement or any failure to perform any of the undertakings or agreements in thePlacing Agreement in each case which the Managers reasonably consider materialin the context of the Placing; or (b) either in the opinion of the Managers there has been, or the Managers havebecome aware of, or there has been made public, a material adverse change or anydevelopment reasonably likely to involve a material adverse change in thecondition (financial, operational, legal or otherwise) or in the earnings,business affairs, solvency or prospects of the Company whether or not arising inthe ordinary course of business since the date of the Placing Agreement; or (c) there has occurred (i) any material adverse change in the financial marketsin the United States, the United Kingdom, or member states of the European Unionor in the international financial markets, (ii) any outbreak or escalation ofhostilities, act of terrorism or other calamity or crisis or (ii) any change ordevelopment involving a prospective change in national or internationalpolitical, financial or economic conditions, or currency exchange rates, in eachcase the effect of which is such as to make it, in the judgement of theManagers, impracticable or inadvisable to market the Placing Shares or toenforce contracts for the sale of the Placing Shares. If the Placing Agreement is terminated in accordance with its terms, the rightsand obligations of each Placee in respect of the Placing as described in thisannouncement (including this Appendix) shall cease and terminate at such timeand no claim can be made by any Placee against the Company, the Managers or anyof their respective Affiliates or any other person in respect thereof. By participating in the Placing, each Placee agrees with the Company and theManagers that the exercise by the Company or the Managers of any right oftermination or any other right or other discretion under the Placing Agreementshall be within the absolute discretion of the Company or the Managers (as thecase may be) and that neither the Company nor the Managers need make anyreference to such Placee and that neither the Company, the Managers nor any oftheir respective Affiliates shall have any liability to such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) whatsoever inconnection with any such exercise. By participating in the Placing, each Placee agrees that its rights andobligations terminate only in the circumstances described above and will not becapable of rescission or termination by it after oral confirmation by theManagers or either of them following the close of the Bookbuilding. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any personacting on such Placee's behalf) represents, warrants, acknowledges and agreesthat: 1. it has read this announcement (including this Appendix) in its entirety andthat its purchase of the Placing Shares is subject to and based upon all theterms, conditions, representations, warranties, acknowledgements, agreements andundertakings and other information contained herein; 2. it has not received a prospectus or other offering document in connectionwith the Placing and acknowledges that no prospectus or other offering documenthas been prepared in connection with the Placing; 3. (i) it has made its own assessment of the Company, the Placing Shares andthe terms of the Placing, (ii) neither of the Managers, their respectiveAffiliates or FIDAC or the Company has made any representation to it, express orimplied, with respect to the Company, the Placing or the Placing Shares or theaccuracy, completeness or adequacy of this announcement, the PricingAnnouncement and any information publicly announced to a Regulatory InformationService by or on behalf of the Company prior to the date of this announcement(the "Publicly Available Information") and (iii) it has made its owninvestigation of the business, financial and other position of the Company andthe terms of the Placing, satisfied itself that the information is still currentand relied on that investigation for the purposes of its decision to participatein the Placing; 4. the content of this announcement is exclusively the responsibility of theCompany and that neither the Managers nor any person acting on their behalf isresponsible for or has or shall have any liability for any information orrepresentation relating to the Company contained in this announcement orotherwise nor will be liable for any Placee's decision to participate in thePlacing based on any information, representation, warranty or statementcontained in this announcement or otherwise. Nothing in this Appendix One shallexclude any liability of any person for fraudulent misrepresentation; 5. it is not, and at the time the Placing Shares are acquired will not be aresident of Australia, Canada or Japan, and has such knowledge and experience infinancial and business matters as to be capable of evaluating the merits andrisks of an investment in the Placing Shares, is able to bear the economic riskof an investment in the Placing Shares, is able to sustain a complete loss ofthe investment in the Placing Shares and has no need for liquidity with respectto its investment in the Placing Shares and represents and warrants that it isacquiring the Placing Shares for its own account or for one or more accounts asto each of which it exercises sole investment discretion, for investmentpurposes and not with a view to any distribution or for resale in connectionwith, the distribution thereof in whole or in part, in the United States; 6. it (i) is not a U.S. Person and is acquiring the Placing Shares for its ownaccount or (ii) is outside the United States and is acquiring the Placing Sharesfor the account of a non-U.S. Person with respect to which it exercises soleinvestment discretion or (iii) it is a dealer or other professional fiduciary inthe United States acting in reliance upon Regulation S under the Securities Acton a discretionary basis for a non-U.S. Person; 7. the Placing Shares have not been registered or otherwise qualified for offerand sale nor will a prospectus be cleared in respect of any of the PlacingShares under the securities laws of the United States, Australia, Canada orJapan and, subject to certain exceptions, may not be offered, sold, taken up,renounced or delivered or transferred, directly or indirectly, within the UnitedStates, Australia, Canada or Japan; 8. it and/or each person on whose behalf it is participating:(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions;(ii) has fully observed such laws;(iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and(iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and toperform its obligations in relation thereto; 9. the Placing Shares have not and will not be registered under the SecuritiesAct and may not be offered or sold within the United States or to, or for theaccount or benefit of, U.S. Persons, except pursuant to an exemption from, or ina transaction not subject to, the registration requirements of the SecuritiesAct; 10. a purchase of Placing Shares by an employee benefit plan subject to the USEmployee Retirement Income Security Act of 1974 ("ERISA") or a plan subject toSection 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"),or by any entity whose assets are treated as assets of any such plan, couldresult in severe penalties or other liabilities for the Company; and itrepresents, warrants and agrees that it is not (i) an employee benefit plan asdescribed in Section 3(3) of ERISA and subject to ERISA, (ii) a plan subject toSection 4975 of the Code, (iii) a governmental plan or church plan which issubject to any federal, state or local law that is substantially similar to theprovisions of Section 406 of ERISA or Section 4975 of the Code or (iv) an entitywhose assets are treated as assets of any such plan (the entities referred to in(i)-(iv), being referred to as ERISA- Entities); 11. it will not engage in hedging transactions with regard to the PlacingShares unless in compliance with the Securities Act; 12. it acknowledges that where it is acquiring the Placing Shares for one ormore managed accounts, it represents and warrants that it is authorised inwriting by each managed account to acquire the Placing Shares for each managedaccount; 13. if it is a pension fund or investment company, its acquisition of PlacingShares is in full compliance with applicable laws and regulations; 14. no representation has been made as to the availability of any otherexemption under the Securities Act for the reoffer, resale, pledge or transferof the Placing Shares; 15. participation in the Placing is on the basis that it is not and will not bea client of either of the Managers and that the Managers have no duties orresponsibilities to a Placee for providing protections afforded to theirrespective clients or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement; 16. it will make payment to the relevant Manager in accordance with the termsand conditions of this announcement on the due times and dates set out in thisannouncement, failing which the relevant Placing Shares may be placed withothers on such terms as the relevant Manager determines; 17. the person who it specifies for registration as holder of the PlacingShares will be (i) the Placee or (ii) a nominee of the Placee, as the case maybe. The Managers and the Company will not be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. It agrees to acquire Placing Shares pursuant to the Placing on thebasis that the Placing Shares will be allotted to a CREST stock account of therelevant Manager who will hold them as nominee on behalf of the Placee untilsettlement in accordance with its standing settlement instructions with it; 18. it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005, as amended, and undertakes that it will acquire, hold, manage and (ifapplicable) dispose of any Placing Shares that are allocated to it for thepurposes of its business only; 19. it has not offered or sold and will not offer or sell any Placing Shares topersons in the United Kingdom prior to Admission except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the Financial Services and Markets Act 2000 (the "FSMA"); 20. it has only communicated or caused to be communicated and it will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity (within the meaning of section of the FSMA) relating toPlacing Shares in circumstances in which section 21(1) of the FSMA does notrequire approval of the communication by an authorised person; 21. it has complied and it will comply with all applicable provisions of theFSMA with respect to anything done by it or on its behalf in relation to thePlacing Shares in, from or otherwise involving the United Kingdom; 22. it has complied with its obligations in connection with money launderingand terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act2000, and the Money Laundering Regulations 2003 of the UK and The CriminalJustice (Proceeds of Crime)(Bailiwick of Guernsey) Law 1999 , The Disclosure(Bailiwick of Guernsey) Law 2007, The Terrorism and Crime (Bailiwick ofGuernsey) Law 2002 and the Criminal Justice (Proceeds of Crime)(FinancialServices Business)(Bailiwick of Guernsey) Regulations 2007 of Guernsey (togetherthe "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 23. if it is resident in South Africa, it is acting as a principal in respectof the Placing for an aggregate subscription price of more than Rand 100,000; 24. if it is resident in South Africa, it has obtained the necessary approvalsfrom the South African Reserve Bank in order to participate in the Placing or isentitled to make use of an exemption to the South African Exchange ControlRegulations and accordingly is permitted to participate in the Placing; 25. the Company, the Managers and others will rely upon the truth and accuracyof the foregoing representations, warranties, acknowledgements and agreements; 26. the Placing Shares will be issued subject to the terms and conditions ofthis Appendix; and 27. this Appendix and all documents into which this Appendix is incorporated byreference or otherwise validly forms a part will be governed by and construed inaccordance with English law. All agreements to acquire shares pursuant to theBookbuilding and/or the Placing will be governed by English law and the Englishcourts shall have exclusive jurisdiction in relation thereto except thatproceedings may be taken by the Company or either of the Managers in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange. By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf) agrees to indemnify and hold the Company and each of theManagers harmless from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach of the representations, warranties, acknowledgements, agreements andundertakings in this Appendix and further agrees that the provisions of thisAppendix shall survive after completion of the Placing. Please also note that the agreement to allot and issue Placing Shares to Placees(or the persons for whom Placees are contracting as agent) free of stamp dutyand stamp duty reserve tax in the UK relates only to their allotment and issueto Placees, or such persons as they nominate as their agents, direct from theCompany for the Placing Shares in question. In addition, Placees should notethat 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 outsidethe UK and Guernsey by them or any other person on the acquisition by them ofany Placing Shares or the agreement by them to acquire any Placing Shares. The representations, warranties, acknowledgements and undertakings contained inthis Appendix are given to each Manager for itself and on behalf of the Companyand are irrevocable. The Managers are acting exclusively for the Company and no one else inconnection with the Bookbuilding and the Placing and the Managers will not beresponsible to anyone (including Placees) other than the Company for providingthe protections afforded to their respective clients or for providing advice inrelation to the Bookbuilding or the Placing or any other matters referred to inthis press announcement. Each Placee and any person acting on behalf of the Placee acknowledges thatneither of the Managers owe fiduciary or other duties to any Placee in respectof any representations, warranties, undertakings or indemnities in the PlacingAgreement. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that each of the Managers may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so. When a Placee or any person acting on behalf of the Placee is dealing witheither of the Managers, any money held in an account with such Manager on behalfof the Placee and/or any person acting on behalf of the Placee will not betreated as client money within the meaning of the relevant rules and regulationsof the Financial Services Authority which therefore will not require suchManager to segregate such money, as that money will be held by it under abanking relationship and not as trustee. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. All times and dates in this announcement may be subject to amendment. TheManagers will notify Placees and any persons acting on behalf of the Placees ofany changes. DEFINITIONS In this announcement: "Admission" means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities; "Affiliate" means (except as otherwise provided in the Placing Agreement) in respect of Merrill Lynch and Daniel Stewart, their respective subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries; "Bookbuilding" means the Bookbuilding procedure to be carried out by Merrill Lynch in connection with the Placing; "Board" means the board of directors of the Company or a duly authorised committee thereof; "Directors" means all the directors of the Company; "FIDAC" means Fixed Income Discount Advisory Company; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000, as amended; "Investment Company Act" means the United States Investment Company Act of 1940, as amended; "London Stock Exchange" means London Stock Exchange plc; "Prodesse" or the "Company" means Prodesse Investment Limited; "Listing Rules" means the listing rules made by the UKLA, as from time to time amended; "Manager" means Merrill Lynch International or Daniel Stewart & Company plc and "Managers" means both of them; "Official List" means the list maintained by the UKLA; "Ordinary Shares" means ordinary shares of US$0.01 each in the capital of the Company; "Placees" means persons (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given and Placee means any one of them; "Placing" means the placing of the Placing Shares by the Managers with institutional and other investors on behalf of the Company; "Placing Agreement" means the agreement dated 11 April 2008 between the Company, FIDAC, Merrill Lynch International and Daniel Stewart & Company plc in connection with the Placing; "Placing Price" means the price per Ordinary Share at which the Placing Shares are to be placed with Placees; "Placing Shares" means the new Ordinary Shares which are to be issued in connection with the Placing; "Regulatory Information Service" means any of the regulatory information services included within the list maintained on the London Stock Exchange's website; "Securities Act" means the United States Securities Act of 1933, as amended; "Shareholders" means the holders of Ordinary Shares; "UKLA" means the FSA in its capacity as United Kingdom Listing Authority; "United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and "United States or U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia. This information is provided by RNS The company news service from the London Stock Exchange