SIR.L Regulatory News (SIR)

8 May 2007 07:03

SSP Holdings PLC08 May 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, OR JAPAN 8 May 2007 SSP Holdings Plc Placing of new ordinary shares in connection with the Offer for Sirius Financial Solutions Plc Further to the announcement made earlier today (the "Acquisition Announcement") regarding the recommended Proposals for the cash and share acquisition by SSP Holdings Plc ("SSP Holdings" or the "Company") of the entire issued and to be issued share capital of Sirius Financial Solutions Plc ("Sirius Financial Solutions"), the Company is pleased to further announce details of a placing of new ordinary shares in the ordinary share capital of the Company. KBC Peel Hunt Ltd ("KBC Peel Hunt") has conditionally placed 3,583,140 new ordinary shares of 0.1p each in the Company ("Ordinary Shares") at 140 pence per share (the "Placing").The proceeds of the Placing (being approximately £5.0 million (before expenses)will be used to partially fund the consideration for the Proposals. The Placinghas been fully underwritten by KBC Peel Hunt. Placing The Placing will raise approximately £5.0 million (before expenses) for theCompany. Pursuant to an agreement dated 7 May 2007 between SSP Holdings Plc andKBC Peel Hunt (the "Placing Agreement"), KBC Peel Hunt, as agent for theCompany, has conditionally placed 3,583,140 new Ordinary Shares representingapproximately 5.0 per cent. of the existing issued share capital of the Company(the "Placing Shares") at a placing price of 140 pence per new Ordinary Share(the "Placing Price"). The Placing Price represents a discount of approximately1.8 per cent. to the closing mid-market price of 142.5 pence per share on 4 May2007. The Placing Agreement is conditional upon, inter alia, the Proposals becomingEffective and admission of the Placing Shares to trading on AIM ("Admission")becoming effective by 10 July 2007 or such later date (being no later than 31August 2007) as SSP Holdings Plc and KBC Peel Hunt may agree. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the existing Ordinary Shares, including the right toreceive any dividends and other distributions declared after the date of theirissue. The Placing, which has been fully underwritten by KBC Peel Hunt, isconditional on, inter alia, Admission. Attention is drawn to the detailed termsand conditions of the Placing described in the appendix to this announcement. Application will be made for the Placing Shares to be admitted to trading on AIMand it is expected that Admission will become effective and dealings willcommence on 10 July 2007. KBC Peel Hunt, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for SSP Holdings, and for no one else, inconnection with the Placing and will not be responsible to anyone other than SSPHoldings for providing the protections afforded to the customers of KBC PeelHunt or for providing advice in relation to the Placing or any other matterreferred to in this announcement. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. Terms and expressions used in this announcement shall (unless the contextrequires otherwise) bear the same meaning as is set out in the announcement ofSSP Holdings to which this appendix is attached and the recommended cash andshare offer for Sirius Financial Solutions. This written announcement is not an offer of securities for sale or asolicitation of any offer to purchase securities in or into the United States ofAmerica, any state thereof (including the District of Colombia), any of itsterritories, possessions or other areas subject to its jurisdiction ("UnitedStates") or in Canada, Australia, South Africa or Japan. Placing Shares may notbe offered or sold in or into the United States absent registration under the USSecurities Act of 1933, as amended (the "US Securities Act") or an exemptiontherefrom or in Canada, Australia, South Africa or Japan. The Company has notand does not intend to register any securities under the US Securities Act anddoes not intend to offer any securities to the public in or into the UnitedStates or in Canada, Australia, South Africa or Japan. No money, securities orother consideration from any person inside the United States is being solicitedand, if sent in response to the information contained in this announcement, willnot be accepted. The Placing Shares have not been and will not be registeredwith any regulatory authority of any state within the United States or inCanada, Australia, South Africa or Japan. Enquiries: SSP Holdings plc KBC Peel Hunt Ltd (nominated adviser and broker to SSP Holdings Plc) Tel: +44 (0) 1422 33 00 22 Tel: +44 (0) 20 7418 8900 David Rasche, Executive Chairman Oliver ScottNick Bate, Finance Director Nicholas Marren Deloitte Corporate Finance Weber Shandwick Financial(financial adviser to SSP Holdings (PR adviser to SSP Holdings Plc)Plc)Tel: +44 (0) 113 243 9021 Tel: +44 (0) 20 7067 0700 Roger Esler Nick OborneSimon Houldsworth John Moriarty APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN. Members of the public are not eligible to participate in the Placing. Thisannouncement and the terms and conditions set out herein are directed only atpersons whose ordinary activities involve them in acquiring, holding, managingand disposing of investments (as principal or agent) for the purposes of theirbusiness and who have professional experience in matters relating to investmentsand 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) fall within article 19(1) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") orare persons who fall within article 49(2)(a) to (d) ("high net worth companies,unincorporated associations, etc") of the Order or to whom it may otherwiselawfully be communicated (all such persons together being referred to as"Permitted Persons"). This announcement and the terms and conditions set outherein must not be acted on or relied on by persons who are not PermittedPersons. Any investment or investment activity to which this appendix and theterms and conditions set out herein relates is available only to PermittedPersons and will be engaged in only with Permitted Persons. Persons distributingthis announcement and this appendix must satisfy themselves that it is lawful todo so. This announcement and this appendix do not constitute an offer for saleor subscription of any securities in SSP Holdings Plc. The Placing Shares havenot been and will not be registered under the US Securities Act or under anyapplicable United States securities laws, and may not be offered or sold in orinto the United States except pursuant to an exemption from, or as a part of atransaction not subject to, the registration requirements of the US SecuritiesAct and the securities laws of any applicable state absent registration, or inCanada, Australia, South Africa or Japan. Persons who have chosen to participate in the Placing ("Placees") are deemed tohave read and understood this announcement in its entirety and to beparticipating in the Placing on the terms and conditions contained in thisappendix, and to be providing the representations, warranties, agreements,acknowledgements and undertakings, in each case as contained in this appendix. In particular, each Placee represents, warrants and acknowledges that it: - is a Permitted Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and - is outside the United States and is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the US Securities Act). This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Ordinary Shares in or into theUnited States, Canada, Australia, South Africa or Japan or in any otherjurisdiction in which such offer or solicitation is or may be unlawful and theinformation contained herein is not for publication or distribution to personsin or into the United States, Canada, Australia, South Africa or Japan or anyjurisdiction in which such publication or distribution is unlawful. Personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) must not distribute, mail or send it in, into or from the UnitedStates, Canada, Australia, South Africa or Japan, or use the United Statesmails, directly or indirectly, in connection with the Placing, and by so doingmay invalidate any related purported application for Placing Shares. The PlacingShares have not been and will not be registered under the US Securities Act orunder the securities laws of the United States, and, subject to certainexceptions from the appropriate requirements of such jurisdiction, may not beoffered or sold, resold or delivered, directly or indirectly in or into theUnited States, or to, or for the account or benefit of, US persons (as definedin Regulation S within the meaning of the US Securities Act). No public offeringof the Placing Shares is being made in the United States. The Placing Shares arebeing offered and sold outside the United States in reliance on Regulation S.Until the expiration of 40 days after the closing of the Placing, an offer orsale of the Placing Shares sold in reliance upon Regulation S within the UnitedStates or to, or for the account or benefit of, US persons may violate theregistration requirements of the US Securities Act. The distribution of this announcement and the Placing and/or issue of PlacingShares in certain other jurisdictions may be restricted by law. No action hasbeen taken by the Company or KBC Peel Hunt that would permit an offer of PlacingShares or possession or distribution of this announcement or any other offeringor publicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by the Company and KBC Peel Hunt to informthemselves about and to observe any such restrictions. KBC Peel Hunt has today entered into the Placing Agreement whereby KBC Peel Hunthas, on the terms and subject to the conditions set out therein, agreed to useits reasonable endeavors as agent for and on behalf of the Company to procureplacees for the Placing Shares and, failing which, to subscribe itself for thePlacing Shares. The Placing Shares will be issued credited as fully paid, will be issued subjectto the memorandum and articles of association of the Company and will rank paripassu in all respects with the existing Ordinary Shares, including the right toreceive any dividends and other distributions declared after the date of issueof the Placing Shares. Application will be made for Admission and it is expected that Admission willbecome effective and dealings for the Placing Shares will commence on 10 July2007 or such later date (not being later than 31 August 2007) as the Company andKBC Peel Hunt may agree. By participating in the Placing, Placees are deemed to have read and understoodthis announcement in its entirety and to have made an offer to subscribe forPlacing Shares on the terms and conditions, and to be providing therepresentations, warranties, acknowledgements and undertakings, contained inthis appendix. Each Placee's obligations are owed to the Company and to KBC Peel Hunt. EachPlacee has an immediate, separate, irrevocable and binding obligation, owed toKBC Peel Hunt, to pay to it (or as it may direct) in cleared funds an amountequal to the product of the Placing Price and the number of Placing Shares suchPlacee has agreed to subscribe for. All obligations under the Placing will be subject to fulfillment of theconditions referred to below under "Conditions of the Placing" Conditions of the Placing and Termination The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. Theobligations of KBC Peel Hunt under the Placing Agreement are conditional, interalia, on: (a) in the event that the Proposals are to be effected pursuant to the Scheme, the due passing at the Scheme Meeting of the Scheme Resolution without amendment (other than for clerical errors or where such amendment has been approved by the Target Shareholders) and such Scheme Resolution remaining in force; (b) the new bank facility provided by Barclays Bank Plc to the Company not having lapsed or been terminated and having become unconditional on or prior to Admission (save for any condition relating to the Placing Agreement becoming unconditional) and subject only to receipt by the Company of the proceeds pursuant to the Placing, Barclays having confirmed that drawdown of sufficient sums to enable the Company to complete the Acquisition will be permitted; (c) the Proposals having become Effective; and (d) Admission taking place not later than 8.00 a.m. on 10 July 2007 or such later date (not being later than 31 August 2007) as the Company and KBC Peel Hunt may agree. If any of the conditions contained in the Placing Agreement are not fulfilled bythe respective times or dates where specified (or such later time or date as KBCPeel Hunt and the Company may agree, but not later than 31 August 2007), KBCPeel Hunt will be entitled to terminate the Placing Agreement by giving noticeto the Company, following which the Placing will lapse and the Placees' rightsand obligations hereunder shall cease and terminate at such time and each Placeeagrees that no claim can be made by or on behalf of the Placee (or any person onwhose behalf the Placee is acting) in respect thereof. If the obligations of KBC Peel Hunt under the Placing Agreement are terminatedin accordance with its terms, the rights and obligations of each Placee inrespect of the Placing as described in this announcement shall cease andterminate at such time and no claim can be made by any Placee in respectthereof. By participating in the Placing, each Placee agrees with KBC Peel Huntthat the exercise by KBC Peel Hunt of any right of termination or otherdiscretion under the Placing Agreement shall be within the absolute discretionof KBC Peel Hunt and that KBC Peel Hunt need not make any reference to any suchPlacee and that KBC Peel Hunt shall have no liability whatsoever to any suchPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in connection with the exercise of such rights. By participating inthe Placing, each Placee agrees that its rights and obligations cease andterminate only in the circumstances described above and will not be capable ofrescission or termination by it. Any extension of the time for fulfillment of any of the conditions of thePlacing Agreement will be made by mutual agreement between KBC Peel Hunt and theCompany and will not affect Placees' commitments as set out in thisannouncement. Neither KBC Peel Hunt nor the Company, nor any of their respective directors,officers, employees, agents or advisers ("Affiliates" and each an "Affiliate")shall have any liability to any Placee (or to any other person whether acting onbehalf of a Placee or otherwise) in respect of any decision either of them maymake as to whether or not to extend the time and/or date for the satisfaction ofany condition to the Placing Agreement nor for any decision either of them maymake as to the satisfaction of any condition or in respect of the Placinggenerally. No Prospectus No prospectus has been or will be submitted to be approved by the FinancialServices Authority ("FSA") in relation to the Placing and Placees' commitmentshave been made solely on the basis of the information contained in thisannouncement. Each Placee, by accepting a participation in the Placing, agreesand confirms that it has neither received nor relied on any other information,representation, warranty or statement made by or on behalf of KBC Peel Hunt orthe Company or any of their respective Affiliates and neither the Company norKBC Peel Hunt will be liable for any Placee's decision to participate in thePlacing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigationof the business, financial or other position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall affect theliability of any person for fraud. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB00B1D3Q599, Sedolcode: B1D3Q59) following admission will take place within the CREST system,subject to certain exceptions. KBC Peel Hunt reserves the right to requiresettlement for and delivery of the Placing Shares to Placees by such other meansas it deems necessary in its absolute discretion if delivery or settlement isnot possible or practicable within the CREST system within the timetable set outin this announcement or would not be consistent with the regulatory requirementsin any Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a confirmationletter stating the number of Placing Shares allocated to it, the Placing Price,the aggregate amount payable by such Placee to KBC Peel Hunt, the trade date andindicative settlement instructions. Placees should settle against CREST ID: 546.Each Placee agrees that it will do all things necessary to ensure that deliveryand payment is completed in accordance with either the standing CREST orcertificated settlement instructions which it has in place with KBC Peel Hunt. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above prevailing LIBOR as determined by KBC Peel Hunt. EachPlacee is deemed to agree that if it does not comply with these obligations, KBCPeel Hunt may sell any or all of the Placing Shares allocated to that Placee onsuch Placee's behalf and retain from the proceeds, for KBC Peel Hunt's accountand benefit, an amount equal to the aggregate amount owed by the Placee plus anyinterest due. The relevant Placee will, however, remain liable for any shortfallbetween the net proceeds of such sale and the Placing proceeds of such PlacingShares 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 orreferred to in this announcement) which may arise upon the sale of such Placee'sPlacing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as PlacingShares are registered in a Placee's name or that of its nominee, such PlacingShares should, subject as provided below (and in particular subject to paragraph14 below), be so registered free from any liability to UK stamp duty or stampduty reserve tax. No Placee (or any nominee or other agent acting on behalf of aPlacee) will be entitled to receive any fee or commission in connection with thePlacing. Representations and Warranties By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf) represents, warrants, agrees, undertakes and acknowledges toKBC Peel Hunt for itself and as agent for the Company that: 1. it has received this announcement solely for its use and has not redistributed or duplicated it; 2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing; 3. it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this announcement (including this appendix); 4. neither of KBC Peel Hunt nor any of its parent undertakings and its and their respective subsidiary undertakings and any undertaking in which any of them has a participating interest (as those terms are defined in the Companies Act 1985) nor any of their respective current or former Affiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliates has provided, nor will provide it with, any information or documentation regarding the Placing Shares or the Company or any other member of the Group, other than this announcement; nor has it requested KBC Peel Hunt, any of its Affiliates or any person acting on behalf of KBC Peel Hunt or any of its Affiliates, to provide it with any such information; 5. the content of this announcement and the Acquisition Announcement is exclusively the responsibility of the Company and Sirius Financial Solutions and that neither KBC Peel Hunt, nor any of its Affiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliates has or shall have any liability for any information, representation or statement contained in this announcement or the Acquisition Announcement or any information previously published or to be published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or the Acquisition Announcement or otherwise. Each Placee represents, warrants and agrees that it has relied on its own investigation with respect to the Placing Shares, the Company and each other member of the Group in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that KBC Peel Hunt, any of its Affiliates or any person acting on behalf of KBC Peel Hunt or its Affiliates may have conducted with respect to the Placing Shares, the Company or any other member of the Group and that none of such persons has made any representations to it, express or implied, with respect thereto. Nothing in this paragraph shall exclude the liability of any person for fraud; 6. it has not relied on any information relating to the Company or any other member of the Group contained in any research reports prepared by KBC Peel Hunt, any of its Affiliates or any person acting on behalf of KBC Peel Hunt or its Affiliates and understands that neither KBC Peel Hunt, nor any of its Affiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication of this announcement or otherwise; or (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise; 7. It is acting as principal and for no other person and that its acceptance of a placing commitment will not give any other person a contractual right to require the issue by the Company of any shares (including, but not limited to, the Placing Shares); 8. It is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees and consents in either case which may be required thereunder and complied with all necessary formalities; 9. It has the power and authority to carry on the activities in which it is engaged, to subscribe for the Placing Shares and to execute and deliver all documents necessary for such subscription; 10. It will be the beneficial owner of such Placing Shares and that the beneficial owner of such Placing Shares will not at the time the Placing Shares are acquired be a resident of either the United States, Canada, Australia, South Africa or Japan; 11. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any of the States of the United States, or under the securities legislation of the United States, Canada, Australia, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions; 12. It is not a resident of, or located in, the United States and is purchasing the Placing Shares in an "offshore transaction" in accordance with Regulation S under the US Securities Act; 13. The Placing Shares have not been and will not be registered under the US Securities Act or under any applicable State securities laws, nor approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other United States regulatory authority; 14. It is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; 15. The allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being subscribed for by it in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system; 16. it has complied with its obligations in connection with the prevention of money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 17. it and any person acting on its behalf is a person falling within article 19 (1) and/or 49(2) of the Order 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; 18. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA; 19. it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state); 20. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; 21. it is a qualified investor as defined in section 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i), (ii) or (iii) of the Prospectus Directive; 22. it has complied and will comply with all applicable provisions of the FSMA in force from time to time with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 23. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participating in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations; 24. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as KBC Peel Hunt may in its sole discretion determine and undertakes that it will remain liable for any shortfall below the net proceeds of such sale and the Placing proceeds of such Placing Shares and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf; 25. acknowledges that neither KBC Peel Hunt, nor any of its Affiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of KBC Peel Hunt's rights and obligations thereunder including any rights to extend the time specified for satisfaction of any conditions or exercise any termination right; 26. the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither KBC Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and KBC Peel Hunt in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of KBC Peel Hunt (CREST ID: 546) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions; 27. any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or KBC Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; 28. KBC Peel Hunt may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so; 29. the Company, KBC Peel Hunt and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings which are given to KBC Peel Hunt on its own behalf and on behalf of the Company and are irrevocable; and 30. agrees to indemnify and hold the Company and KBC Peel Hunt and each of their respective Affiliates harmless from any and all costs, claims, demands, proceedings, 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 appendix and further agrees that the provisions of this appendix shall survive after completion of the Placing. The rights and remedies of the Company and KBC Peel Hunt under these terms andconditions are in addition to any rights or remedies which would otherwise beavailable to each of them and the exercise or partial exercise of one will notprevent the exercise of others. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor KBC Peel Hunt will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and KBC Peel Hunt in the event that any of the Company and/or KBC Peel Hunt has incurred any such liability to UK stamp duty or stamp dutyreserve tax. In addition, Placees should note that they will be liable to payany stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on thesubscription by them for any Placing Shares or the agreement by them to subscribefor any Placing Shares. All times and dates in this announcement may be subject to amendment. KBC PeelHunt shall notify the Placees and any person acting on behalf of the Placees ofany changes. This announcement has been issued by the Company and is the sole responsibilityof the Company. KBC Peel Hunt, which is authorised and regulated by the FSA, is actingexclusively for the Company and for no one else solely in connection with thePlacing and will not be responsible to anyone other than the Company forproviding the protections afforded to the customers of KBC Peel Hunt or forproviding advice in relation to the Placing or any transaction or arrangementreferred to herein. KBC Peel Hunt can be contacted at 111 Old Broad Street,London EC2N 1PH. When a Placee or person acting on behalf of the Placee is dealing with KBC PeelHunt, any money held in an account with KBC Peel Hunt on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the FSA made under theFSMA. The Placee acknowledges that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from KBC Peel Hunt's money in accordance with the clientmoney rules and will be used by KBC Peel Hunt in the course of its own business;and the Placee will rank only as a general creditor of KBC Peel Hunt. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. Terms and expressions used in this appendix shall (unless the context requiresotherwise) bear the same meaning as is set out in the announcement of SSPHoldings Plc to which this appendix is attached and the recommended cash andshare offer for Sirius Financial Solutions Plc This information is provided by RNS The company news service from the London Stock Exchange