ROL.L Regulatory News (ROL)

9 Aug 2005 11:22

Rotala PLC09 August 2005 Rotala plc9 August 2005 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND Rotala plc ("Rotala" or the "Company") Proposed acquisitions of Flights Hallmark Limited, Flights Corporate Transfers Limited and FH Transport Limited Publication of Admission Document Re-Admission to trading on AIM Placing of 18,307,693 new Ordinary Shares at a price of 6.5 pence per share to raise approximately £1.19 million (before expenses) for the Company. Market capitalisation of approximately £11.18 million at the Placing Price. •Rotala, a company founded to acquire complementary businesses in parking and transportation management, has today published an AIM Admission Document for its re-Admission to AIM following a Placing and acquisition of Flights Hallmark Limited, Flights Corporate Transfers Limited and FH Transport Limited from Spritto Nominees Limited, a company wholly owned by the Proposed Director, who will on re-admission of the Company to AIM join the board as a non-executive director. •The proceeds of the Placing will be used to augment the Company's funds for due diligence on further potential acquisition targets, to satisfy any cash element of consideration payable by the Company for future acquisitions and to supplement the future working capital requirements for the Enlarged Group, although the proceeds of the Placing are not required for current working capital purposes. • Re-Admission and dealings is expected to commence at 8.00 a.m. on 30 August 2005. •Panmure Gordon is appointed as financial adviser, nominated adviser and broker for the transactions. John Gunn, Non-executive Chairman, commented: "We are pleased to have conditionally secured the Flights Group of businesses, which provide Rotala with an excellent base and management team from which to grow a transport group of real scale". For further information, please contact: Rotala Tel: 020 7236 6236 John Gunn, Non-executive Chairman Kim Taylor, Finance Director Nick Kennedy, Non-executive Director Panmure Gordon Tel: 020 7459 3600 Grant Harrison Katherine Roe Introduction The Board of Rotala announced today that the Company has conditionally agreed to acquire the entire issued share capital of each of Flights Hallmark Limited, Flights Corporate Transfers Limited and FH Transport Limited (together ''the Flights Group'') from the Vendor for a consideration, valued at the Placing Price of 6.5 pence per Ordinary Share, of up to £4.65 million. The initial consideration will be satisfied by the issue of 46,666,667Consideration Shares and by the issue of £750,000 5 per cent loan notes 2007 onCompletion, which at the Placing Price of 6.5 pence per Ordinary Share, placesan aggregate value of £3.78 million on the initial consideration. Further, up to13,333,333 deferred Consideration Shares will be issued conditionally on theattainment of a profit related target for the Flights Group. In addition, Panmure Gordon, on behalf of the Company, has conditionally placed18,307,693 Ordinary Shares at the Placing Price of 6.5 pence per Ordinary Sharewith institutional and other investors. The proceeds of the Placing will be usedto augment the Company's funds for due diligence on further potentialacquisition targets, to satisfy any cash element of consideration payable by theCompany for future acquisitions and to supplement the future working capital forthe Enlarged Group, although it should be noted that the Acquisitions are notconditional upon the Placing and that the proceeds of the Placing are notrequired for current working capital purposes. In view of the respective sizes of Rotala and the Flights Group, theAcquisitions constitute a Reverse Takeover (in accordance with the AIM Rules)and are conditional, inter alia, on the approval of Rotala Shareholders, whichis to be sought at the Extraordinary General Meeting. Also at the ExtraordinaryGeneral Meeting, the Company will seek the approval of Independent Shareholdersfor a waiver of the obligation of the Vendor Concert Party to make a mandatorycash offer for the Company as a result of the issue to the Vendor of the InitialConsideration Shares, the right to receive up to a further 13,333,333 additionalConsideration Shares and the exercise of options over 3,700,000 Ordinary Sharesby the Proposed Director. Information on Rotala Rotala was admitted to trading on AIM on 29 March 2005 as a newly establishedinvesting company. In the Company's admission document dated 11 March 2005 (the''March 2005 Document''), the Board stated its intention to acquirecomplementary businesses in the sectors of parking and transportationmanagement. In the transport sector, the Board anticipated that opportunitieswould arise in the provision of bus services, chauffeur-drive services, Park &Ride and integrated ground transportation. In particular, the Board stated itsintention to complete the Company's first acquisition within six months ofAdmission and is pleased that it has identified an acquisition target and agreedterms to acquire it within this period. On 11 April 2005, the Board announced that the Company had entered into a periodof exclusivity with the owner of the Flights Group in connection with a possiblestrategic collaboration which might or might not lead to a Reverse Takeoverpursuant to the AIM Rules. The Company is now pleased to announce that thosenegotiations have been successful and the Company has agreed to acquire theFlights Group, subject, inter alia, to the approval of Shareholders at the EGM. At Completion, the business of the Company will comprise that of the FlightsGroup. Further, the New Board intends to continue to develop the Enlarged Groupby organic growth and further investments in, or acquisitions of, businessesthat meet the strategic and financial criteria of the Company. On Admission, the Company will have a market capitalisation (at the PlacingPrice of 6.5 pence per Ordinary Share) of approximately £11.18 million. Background to and reasons for the Acquisitions The Flights Group comprises a group of coach and chauffeur drive businessesbased in the Midlands in the UK. The Directors and Proposed Director consider that the Flights Group representsan excellent fit within the Company's stated acquisition strategy and that itsacquisition should provide Rotala with the opportunity to build a platform forfurther acquisitions as well as providing the capital and assets to exploitexisting market opportunities. In particular, the Directors and ProposedDirector believe that following the acquisition of the Flights Group, othersmall UK based operators in the transport market which may be looking to disposeof their businesses may present further opportunities to enable Rotala to builda more significant operation around the existing Flights Group network. In addition, the Directors and Proposed Director consider that market demandexists for a group that is able to provide an integrated transport solutioncovering buses, coaches and cars using the advantages of new technology toassist in the booking process but which also focuses on key usage drivers suchas cleanliness, safety and quality. The Acquisitions bring to Rotala an experienced management team. This teamincludes Stuart Lawrenson, who is the beneficial owner of the Vendor and whowill join the Board as a non-executive director. Information on the Flights Group The principal businesses now carried on by the Flights Group were acquiredseparately by the Proposed Director during 2004. The Flights Group comprisesthree companies: Flights Hallmark, Flights Corporate Transfers and FH Transport. Flights Hallmark has a mature coach and bus business formed through theacquisition and amalgamation of a number of businesses. Significant currentbusiness operations include the provision of a coach service known as'Flightlink', the operation of various shuttle bus services and a substantialcoach hire business. A significant proportion of the revenues of FlightsHallmark derives from contracted business with 10 top customers who includeNational Express, the National Exhibition Centre, Birmingham and National GridTransco. Flights Corporate Transfers operates chauffeur driven cars, particularlyrelating to transport to and from UK airports. The business is less mature andsignificantly smaller than that of Flights Hallmark. A major source of currentrevenue is a contract with Emirates Airlines, although additional contracts havebeen added over the past year. The third company, FH Transport, does not currently have an operating business,but is party to certain contracts with customers relating to the businessoperated by other Flights Group members. In the financial year ended 30 November 2004, Flights Hallmark had operatingprofits of £118,293 on turnover of £4,777,180. For that year Flights CorporateTransfers had an operating loss of £165,198 on a turnover of £428,194. Principal terms of the Acquisitions Under the terms of the Share Purchase Agreements, the Company has conditionallyagreed to acquire the entire issued share capital of each of Flights Hallmark,Flights Corporate Transfers and FH Transport from the Vendor. The Vendor'sobligations under each of the Share Purchase Agreements are guaranteed by theProposed Director. The initial aggregate consideration for the three companies in the Flights Groupwill be satisfied by the issue of 46,666,667 Consideration Shares and by theissue of £750,000 5 per cent. loan notes 2007 on Completion, which at thePlacing Price of 6.5 pence per Ordinary Share places a value of approximately£3.78 million on the initial consideration. Further, up to 13,333,333 deferredConsideration Shares will be issued conditionally on the attainment of a profitrelated target for the Flights Group. The Share Purchase Agreements contain certain warranties and indemnities(subject to certain financial and other limitations) given by the Vendor (andguaranteed by the Proposed Director) in relation to the Flights Group and itsbusiness. Each of the Share Purchase Agreements is inter-conditional and is alsoconditional upon, amongst other things, the approval of the Shareholders, theapproval of the waiver under Rule 9 of the City Code and admission of theInitial Consideration Shares to trading on AIM. However, as noted above, theAcquisitions are not dependent upon the Placing being completed. The Placing Subject to it becoming unconditional, the Placing will raise approximately £1.19million for the Company, before expenses. After the expenses of the Placing andAdmission, payable by the Company and estimated in total at £500,000 (includingVAT), the net proceeds of the Placing are expected to be £690,000. The net proceeds of the Placing will be used to augment the Company's funds fordue diligence on further potential acquisition targets, to satisfy any cashelement of consideration payable by the Company for future acquisitions and tosupplement the future working capital requirements for the Enlarged Group,although the proceeds of the Placing are not required for current workingcapital purposes. The Placing is conditional on, inter alia, the Placing Agreement becomingunconditional (save for Admission) and not having been terminated in accordancewith its terms prior to Admission and on the Share Purchase Agreements becomingunconditional in all respects (other than as regards any condition relating tothe admission of the Initial Consideration Shares to trading on AIM), andAdmission taking place on or before 30 August 2005 (or such later date as theCompany and Panmure Gordon may agree, but in any event no later than 16September 2005). John Gunn, the Non-executive Chairman of the Company, has agreed to subscribefor 750,000 Placing Shares in the Placing. Wengen Pension Plan, a connectedparty of john Gunn, has also agreed to subscribe for 750,000 Placing Shares inthe Placing. The Placing Shares will rank in full for all dividends or other distributionshereafter declared, made or paid on the Ordinary Share capital of the Companyand will rank pari passu in all other respects with all other Ordinary Shares inissue on Admission. Dealings in the Placing Shares on AIM are expected to commence on 30 August 2005. In the case of placees requesting their Placing Shares in uncertificated form,it is expected that the appropriate CREST accounts will be credited with thePlacing Shares comprising their placing participation with effect from 30 August2005. In the case of placees requesting their Placing Shares in certificatedform it is expected that certificates in respect of such shares will bedespatched by post not later than 6 September 2005. Pending dispatch ofdefinitive share certificates or crediting of CREST accounts, Capita Registrarswill certify any instrument of transfer against the register. Placing Statistics Placing Price 6.5 pence Number of existing Ordinary Shares 107,000,000 Number of Placing Shares being placed 18,307,693 Number of Ordinary Shares being issued 46,666,667as Initial Consideration Shares Number of Ordinary Shares in issueimmediately following Admission 171,974,360 Market capitalisation following thePlacing at the Placing Price approximately £11.18 millionPercentage of Enlarged ShareCapital subject to the Placing 14.61% Gross proceeds of the Placing £1.19 million Net proceeds of the Placing to bereceived by the Company £0.69 million APPENDIX IMPORTANT INFORMATION ON THE PLACING "Acquisitions" the Flights Hallmark Acquisition, the Flights Corporate Transfers Acquisition and the FH Transport Acquisition or any of them, as the context requires "Act" the Companies Act 1985, as amended "Admission" the admission of the Existing Ordinary Shares, the Initial Consideration Shares and the Placing Shares (if any) to trading on AIM becoming effective in accordance with the AIM Rules "Admission Document" the document to be provided in accordance with Rule 3 and rule 14 of the AIM Rules in connection with, inter alia, Admission and incorporating a notice convening the EGM "AIM" the market of that name operated by the London Stock Exchange "AIM Rules" the rules for AIM companies and their nominated advisers published by the London Stock Exchange "Board" or the directors and proposed director of the"Directors" Company, whose names will be set out in the Admission Document "Business Day" a day other than a Saturday or Sunday on which banks are ordinarily open for the transaction of normal banking business in London "City Code" the City Code on Takeovers and Mergers "Combined Code" the combined code on corporate governance published in July 2003 by the United Kingdom Financial Reporting Council "Company" or Rotala plc"Rotala" "Completion" completion of the Acquisitions or any of them, as the context requires "Consideration the up to 60,000,000 Ordinary Shares to beShares" issued as part consideration for the Acquisitions "CPC" Certificate of Professional Competence "CPS" Central Parking System of UK Limited, a company incorporated in England and Wales, of which the Proposed Director is currently a member of the senior management "CREST" the computerised settlement system to facilitate the transfer of title of shares in uncertificated form operated by CRESTCo Limited "Enlarged Group" together, the Company and its subsidiaries following Completion "Enlarged Share the enlarged ordinary share capital of theCapital" Company at Completion but before any dilution as a result of the exercise of any Options "Existing Ordinary the Ordinary Shares of the Company in issue as atShares" the date of this announcement "Extraordinary the extraordinary general meeting of the General Meeting" Company convened at Norton Rose, Kempson House,or "EGM" Camomile Street at 11.00 a.m. on 26 August 2005, notice of which will be set out in the Admission Document "FH Transport" FH Transport Limited, a company incorporated in England and Wales "FH Transport the proposed acquisition by the Company of theAcquisition" entire issued share capital of FH Transport pursuant to the FH Transport Share Purchase Agreement "FH Transport Share the conditional agreement dated 9 August 2005Agreement" between the Company(1) the Vendor (2) and the Proposed Director (3) relating to the FH Purchase Transport Acquisition "Form of Proxy" the form of proxy enclosed with this document for use by Shareholders in connection with the EGM "Flights Corporate Flights Corporate Transfers Limited, a companyTransfers" incorporated in England and Wales 'Flights Corporate the proposed acquisition by the Company of theTransfers entire issued share capital of FlightsAcquisition" Corporate Transfers pursuant to the Flights Corporate Transfers Share Purchase Agreement "Flights Corporate the conditional agreement dated 9 August 2005Transfers between the CompanyShare Purchase (1) the Vendor (2) and the Proposed Director (3) relating to Agreement" the Flights Corporate Transfers Acquisition "Flights Group" Flights Hallmark, Flights Corporate Transfers and FH Transport "Flights Hallmark" Flights Hallmark Limited, a company incorporated in England and Wales "Flights Hallmark the proposed acquisition by the Company of theAcquisition" entire issued share capital of Flights Hallmark pursuant to the Flights Hallmark Share Purchase Agreement "Flights Hallmark the conditional agreement dated 9 August 2005 Purchase between the Company(1), the Vendor (2) and the ProposedShare Agreement" Director (3) relating to the Flights Hallmark Acquisition "Flights Shares" the entire issued share capitals of each of Flights Corporate Transfers, Flights Hallmark and FH Transport "Independent John Gunn and Kim TaylorDirectors" "Independent Shareholders" those shareholders who are entitled to vote on Resolution 2 pursuant to paragraph 2(d) of Appendix 1 to the City Code, and which excludes Nicholas Kennedy, a Director "Initial Consideration the 46,666,667 Ordinary Shares to be allotted Shares" and issued on Completion pursuant to the Share Purchase Agreements "London Stock Exchange" London Stock Exchange plc "New Board" the Directors and the Proposed Director "Official List" the Official List of the UK Listing Authority "Options" options over Ordinary Shares granted under the Share Option Scheme "Ordinary Shares" ordinary shares of 1p each in the capital of the Company "Panel" the Panel on Takeovers and Mergers "Panmure Gordon" Panmure Gordon (Broking) Limited (trading as Panmure Gordon & Co) whose registered office is at Moorgate Hall, 155 Moorgate, London, EC2M 6XB, which is the Nominated Adviser and Broker to the Company "Placing" the proposed placing of 18,307,693 Ordinary Shares by Panmure Gordon at the Placing Price, as described in the Admission Document "Placing Agreement" the conditional agreement, dated 9 August 2005, between the Company(1), Panmure Gordon (2) and the Directors and Proposed Director (3), in relation to the Placing "Placing Price" 6.5p per Ordinary Share "Placing Shares" 18,307,693 Ordinary Shares (if any) to be issued pursuant to the Placing "Proposals" together, the Acquisitions, the Placing, the grant of options over 3,700,000 Ordinary Shares to the Proposed Director, Admission and all related matters "Proposed Director" Stuart Lawrensonand "SprittoDirector" "Prospectus Rules" the rules made for the purposes of Part VI Financial Services and Markets Act 2000 in relation to offers of securities to the public and admission of securities to trading on a regulated market, which are incorporated, in part in the AIM Rules "PSV" Public Service Vehicle "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) "Resolutions" the resolutions to be proposed to Shareholders at the EGM "Reverse Takeover" an acquisition by the Company which constitutes a reverse takeover for the purposes of the AIM Rules "Shareholders" holders of issued Ordinary Shares "Share Purchase the Flights Hallmark Share Purchase Agreement, the Agreements" Flights Corporate Transfers Share Purchase Agreement and the FH Transport Share Purchase Agreement or any of them as the context requires "Share Option Scheme" the Rotala plc 2005 Share Option Scheme "UK" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "Vendor" Spritto Nominees Limited, a company incorporated in England and Wales, which is 100 per cent. owned by the Proposed Director and whose registered office is at 55 Gower Street, London WC1E 6HQ "Vendor Concert Party" the Vendor and the Proposed Director "Waiver" the conditional waiver granted by the Panel under Rule 9 of the City Code, as described in the Admission Document 2. Terms and Conditions of the Placing applicable to Placees Members of the public are not eligible to take part in the Placing. Theannouncement and the terms and conditions set out herein are directed only ateither (i) persons whose ordinary activities involve them in acquiring, holding,managing and disposing of investments (as principal or agent) for the purposesof their business and who have professional experience in matters relating toinvestments for the purposes of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");(ii) persons who are certified high net worth individuals for the purpose ofArticle 48 of the Order; (iii) high net worth companies, unincorporated associations etc for the purposes of Article 49 of the Order; or (iv) personswho are sophisticated investors for the purpose of Article 50 of the Order (ineach case "Relevant Persons"). The announcement and the terms and conditions setout herein must not be acted on or relied on by persons who are not RelevantPersons. Any investment or investment activity to which the terms andconditions set out herein relates is available only to Relevant Persons and willbe engaged in only with Relevant Persons. Neither the announcement nor theterms and conditions set out herein constitute a public offer for sale orsubscription of any securities in the Company. Terms of the Placing Application has been made to the Exchange for the Placing Shares and allexisting Ordinary Shares to be admitted to trading on AIM and it is expectedthat such trading will commence on 30 August 2005 ("Re-Admission"). The Placing Shares will, upon issue, be credited as fully paid and will rank in full for alldividends and other distributions declared, made or paid on or after Admissionand otherwise pari passu in all respects with the existing Ordinary Shares. The Placing and the Placees' participation in it will be conditional on thePlacing Agreement becoming unconditional in all respects and not having beenterminated in accordance with its terms. The Placing Agreement is conditionalupon, inter alia, Admission occurring by not later than 8.30 a.m. on 30 August2005 (or such later time and/or date as the Company and Panmure Gordon mayagree but not later than 8.30 a.m. on 16 September 2005). Panmure Gordon may in its absolute discretion agree with the Company to extendor waive the time for the satisfaction of certain of the conditions of thePlacing Agreement (provided that such time may not be extended beyond 8.30 a.m.on 16 September 2005). In the event that any such extension is agreed, PanmureGordon will inform the Placees at the earliest opportunity and all subsequentdates mentioned in this announcement will be adjusted appropriately. By participating in the Placing, Placees will accept the terms and conditionsset out herein which will constitute a binding irrevocable commitment by aPlacee, subject to the conditions set out below, to subscribe or purchase andpay for the relevant number of Placing Shares, which is not capable oftermination or rescission by the Placee in any circumstances except fraud. Allsuch obligations are entered into by the Placee with Panmure Gordon in itscapacity as agent for the Company and are therefore directly enforceable by theCompany. Termination Panmure Gordon has the right, inter alia, to terminate the Placing Agreement(acting reasonably and in its absolute discretion) if prior to Admission: (i)any of the warranties contained in the Placing Agreement have been breached in any material respect; or (ii) any statement contained in the AIM AdmissionDocument has been discovered to be untrue, incorrect or misleading in anymaterial respect. By participating in the Placing and so accepting the obligations set out in theterms and conditions herein the Placee agrees that any exercise by PanmureGordon of any right to terminate the Placing Agreement or to waive or extend anycondition in the Placing Agreement shall be within Panmure Gordon's absolutediscretion and that Panmure Gordon shall have no liability to the Placeewhatsoever in connection with any decision to exercise or not to exercise anysuch right. If the Placing Agreement does not become unconditional or isterminated in accordance with its terms prior to Admission, the Placing willnot proceed and the Placee's rights and obligations will cease and no claimswill be capable of being made by the Placee in respect of the Placing and anypayments made by the Placee will be returned as soon as possible thereafterwithout interest. Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system against Panmure Gordon's CREST account number83801. Panmure Gordon will endeavour to meet the demands of those Placees indicatingthat they wish to hold their Placing Shares in uncertificated form. Overseas shareholders No steps have been taken to enable any of the Placing Shares to be acquired byPlacees outside the United Kingdom. By participating in the Placing and soaccepting any offer incorporating the terms and conditions herein, the Placee represents and warrants that it is entitled to acquire the Placing Shares underthe laws and regulatory requirements of all relevant jurisdictions which applyto it, and that it has fully observed such laws and requirements and obtained all governmental and other consents which may be required thereunder andcomplied with all necessary formalities and (save as set out below) will payany issue or other taxes due thereunder and that it has not taken any actionwhich will or may result in the Company or Panmure Gordon acting in breach ofany regulatory or legal requirements of any territory in connection with thePlacing or the Placee's acceptance of the terms and conditions herein. The Placing Shares have not been and will not be registered under the SecuritiesAct under the securities law of any state of the United States nor have theybeen qualified for sale under the securities legislation of any province or territory of Canada and the relevant exemptions are not being obtained from thesecurities commission of any province of Canada and accordingly, the PlacingShares may not be offered, sold, taken up, delivered or transferred (directly orindirectly) and will not qualify for sale within the United States or Canada orto, or for the account or benefit of, any person or corporation in (or with aregistered address in) the United States or Canada. The Placing Shares will not be lodged or registered with the AustralianSecurities and Investments Commission under Australia's Corporations Law andare not being offered for subscription or sale and may not be directly orindirectly offered, sold or delivered in or into Australia or for the accountor benefit of any person or corporation in (or with a registered address in)Australia. No document in relation to the Placing Shares has been or will be lodged forregistration with the Registrar of Companies in the Republic of Ireland and thePlacing Shares will not be offered, sold or delivered, directly or indirectlyin the Republic of Ireland. All subscribers for Placing Shares must provideaddresses outside the Republic of Ireland for the receipt of certificates forPlacing Shares. The relevant clearances have not been, and will not be, obtained from theMinistry of Finance of Japan and no document in relation to the Placing hasbeen or will be lodged with or registered by the Ministry of Finance of Japan.The Placing Shares may not therefore be offered or sold, directly orindirectly, in or into Japan, its territories and possessions and any areassubject to its jurisdiction. Tax The Placing Shares will be acquired by the Placee free of all expenses and freeof all stamp duty and stamp duty reserve tax ("SDRT") unless stamp duty or SDRTis chargeable on the issue of Placing Shares to the Placee under any of sections 67 and 93 (Depository Receipts) or sections 70 or 96 (ClearanceServices) of the Finance Act 1986. In summary, these sections will apply if thePlacee's business is or includes issuing depository receipts or the provision ofclearance services or acting as agent or nominee for a person whose business isor includes issuing depository receipts or the provision of clearance services.By accepting the terms and conditions herein the Placee confirms and warrants to Panmure Gordon (for itself and as an agent for the Company) that thesesections will not apply to the placing of Placing Shares by it. If the Placeeis not able to confirm or warrant that the above sections apply or if any such stamp duty or SDRT is payable, it will be entirely for the Placee's account andneither the Company nor Panmure Gordon will have any liability in respectthereof. General This announcement is the sole responsibility of the Company. Panmure Gordon isacting as nominated adviser, broker and financial adviser to the Company inrelation to the Placing. Panmure Gordon will not be responsible to any personother than the Company for providing the protections afforded to the customersof Panmure Gordon (under the rules of the Financial Services Authority) nor foradvising any person other than the Company on the transactions and arrangements referred to in the AIM Admission Document and the press announcement. By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Panmure Gordon (for itself and as agent of the Company) that: a) it and/or each person on whose behalf it is participating (in whole or inpart) in the Placing or to whom it allocates its Placing Shares in whole or inpart: (i) has the capacity and authority and isentitled to enter into and perform its obligations as a subscriber of PlacingShares and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares; b) it is not a person who is resident in, or a citizen of, the United States,Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised underthe laws of any such jurisdiction (or an agent or nominee of such a person); c) it is a Relevant Person; d) in agreeing to subscribe for Placing Shares it has received and read theAIM Admission Document and has not relied on and is not relying on anyinformation, representation or warranty relating to the Placing, Placing Sharesor the Company other than as contained in the AIM Admission Document and theTerms and Conditions set out in paragraph 2 to the Appendix to thisannouncement; e) in accepting its Placing Commitment it is acting as principal and for noother person and that its acceptance of that participation will not give anyother person a contractual right to require the issue by the Company of any ofthe Placing Shares; f) it irrevocably confirms Panmure Gordon's discretion with regard to thePlacing Agreement and agrees that Panmure Gordon does not owe it any duties inrespect of any claim it may have relating to the Placing; g) it acknowledges and agrees that the Placing Shares have not been and willnot be registered under the Securities Act or under the securities laws of anyState of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada andthat the Placing Shares have not been and will not be registered under thesecurities laws of Australia, the Republic of Ireland or Japan and, therefore,the Placing Shares may not be, subject to certain exceptions, directly orindirectly, offered or sold in the United States, Canada, Australia, theRepublic of Ireland or Japan; h) it acknowledges and agrees that neither it nor any affiliate, nor anyperson acting on its or any affiliate's behalf, has or will offer, sell, takeup, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan oroffer, sell, take up, renounce, transfer or deliver in favour of a resident ofCanada, Australia, the Republic of Ireland or Japan; i) it has not offered or sold and will not offer or sell any Placing Sharesin the United Kingdom except to persons whose ordinary activities involve themin acquiring, holding, managing or disposing of investments (either as principalor agent) for the purposes of their business or otherwise in circumstances whichhave not resulted and will not result in offers to the public in the UnitedKingdom within the meaning of the Public Offer of Securities Regulations 1995; j) it acknowledges that it has complied with all relevant laws of allterritories, or obtained all requisite governmental or other consents which maybe required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action oromitted to take any action which will or may result in Panmure Gordon, or theCompany or any of its directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory inconnection with the Placing or its application and that it is not in aterritory in which it is unlawful to make an offer to subscribe for PlacingShares; k) it acknowledges and agrees in connection with its participation in thePlacing that Panmure Gordon is not acting for it in relation to the Placing orotherwise and that Panmure Gordon will not have any duties or responsibilitiesto it for providing the protections afforded to its customers or for advisingit with regard to the Placing or the Placing Shares; l) it irrevocably appoints any director of Panmure Gordon as its agent forthe purpose of executing and delivering to the Company and/or its registrarsany documents on its behalf necessary to enable it to be registered as theholder of any of the Placing Shares; m) it confirms that it has obtained all necessary consents and authorities toenable it to give its commitment to subscribe for or purchase Placing Sharesand to perform its obligations as set out herein; n) it is not a person falling within subsections (6), (7) or (8) of sections67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section96 of the Finance Act 1986 (or an agent or nominee of such person); o) the issue of Placing Shares to it (whether as principal, agent or nominee)will not be subject to stamp duty or SDRT at the increased rates referred to insections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; and p) the Placing Shares will be issued subject to the terms and conditions setout herein. A Placee will participate in the Placing by taking a Placing Commitment. These terms and conditions and all announcements, documents and agreements intowhich these terms and conditions are incorporated by reference or otherwisevalidly form a part will be governed by and construed in accordance with Englishlaw. This information is provided by RNS The company news service from the London Stock Exchange