26th Mar 2007 07:25
Lupus Capital PLC26 March 2007 26 March 2007 Not for release, publication or distribution into the United States, Canada, Japan or Australia Lupus Capital plc ("Lupus Capital" or "the Company") Proposed Acquisition of Laird Security Systems Placing and Open Offer of 755,555,556 New Ordinary Shares at 18 pence per New Ordinary Share Summary • On 19 March 2007 Lupus Capital announced that it had conditionally agreed to acquire the Security Systems Division of The Laird Group PLC ("Laird Security Systems") for approximately £242.5 million in cash. Approximately £230 million of the consideration will be payable on Completion with a further £12.5 million deferred and payable 12 months after Completion. • To fund the Acquisition HSBC has irrevocably undertaken to underwrite a £136 million equity offering and a new debt facility of up to £120 million has been provided by HSBC, HBOS and RBS. • Today the Company has announced the terms of the equity offering to finance part of the Acquisition through a Placing and Open Offer of 755,555,556 New Ordinary Shares at a price of 18 pence per share to raise gross proceeds of approximately £136 million. • Of the New Ordinary Shares being issued, 534,285,915 shares have been placed firm with institutional and certain other investors under the Placing and up to 221,269,641 shares will be offered to existing shareholders under the terms of the Open Offer on the basis of 4 shares for every 10 held as at 22 March 2007. • The LESOT, which holds 10.3 per cent. of the Existing Ordinary Shares, has waived its Basic Entitlement amounting to 25,354,270 New Ordinary Shares. These shares have been placed by HSBC as part of the Firm Placing of 534,285,915 New Ordinary Shares. This reduces the number of Open Offer Shares from 246,623,911 to 221,269,641 New Ordinary Shares. • HSBC is acting as nominated adviser and broker to Lupus Capital and is sole underwriter to the Placing and Open Offer. • Lupus Capital's shares were suspended from trading on 14 March 2007. Trading in Lupus Capital's Ordinary Shares will be restored on publication of the Prospectus, in accordance with the AIM Rules for Companies. This is expected to occur later today. • The Placing and Open Offer is conditional on the Placing Agreement becoming or being declared unconditional in all respects. The Placing and Open Offer is not conditional on completion of the Acquisition. Accordingly, Lupus Capital will apply for the New Ordinary Shares to be admitted to trading on AIM, following shareholder approval. This summary should be read in conjunction with the full text of the followingannouncement and the Prospectus to Shareholders relating to the Acquisition andPlacing and Open Offer, which will be posted to Shareholders later today. Enquiries: Equity Development 020 7405 7777 Alan Frame HSBC Bank plc: Investment Banking Rupert Faure Walker 020 7992 2101 James Pincus 020 7992 2121 Equity Capital Markets Nick Donald 020 7991 1504 James Taylor 020 7992 2179 Further information on Lupus Capital is available on the company's website(www.lupuscapital.co.uk) Not for release, publication or distribution into the United States, Canada, Japan or Australia HSBC is acting exclusively for Lupus Capital and no one else in relation to theAcquisition and Placing and Open Offer referred to in this announcement and willnot be responsible to anyone other than Lupus Capital for providing theprotections afforded to their clients or for providing advice in relation to theAcquisition and Placing and Open Offer or any other matter referred to in thisannouncement. No offer or invitation to acquire shares in Lupus Capital is being made by or inconnection with this announcement. Any such offer will be made solely by meansof the Prospectus to be published by Lupus Capital in due course and anyacquisition of Ordinary Shares should be made on the basis of the informationcontained in such Prospectus. The Prospectus containing details of, inter alia, the Acquisition, the Placingand Open Offer and a notice of an Extraordinary General Meeting of the Company,to be held at the offices of Slaughter and May, One Bunhill Row, London EC1Y8YY, is expected to be posted to Shareholders shortly, together with supportingdocumentation and separate form of proxy for use at the Extraordinary GeneralMeeting. Copies of the Prospectus will also be available to the public, free ofcharge, from the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YYand the registered office of the Company up until Admission. This announcement and the information contained herein are not an offer for saleof securities in or into the United States, Australia, Canada or Japan or in anyother jurisdiction. The Ordinary Shares, nor any rights to subscribe for suchOrdinary Shares, have not been and are not being registered under the UnitedState Securities Act of 1933, as amended (the Securities Act) and may not beoffered or sold in the United States or to or for the account or benefit of USpersons (as such terms are defined in Regulation S under such Act) absentregistration under, or an exemption from registration under, or in a transactionnot subject to the requirements of, the Securities Act. There will be no publicoffer of securities in the United States. This announcement and the information contained herein does not constitute anoffer to sell, exchange or transfer any securities of Lupus Capital and is notsoliciting an offer to purchase, exchange or transfer such securities in anyjurisdiction where the offer, sale, exchange or transfer is not permitted or toany person or entity to whom it is unlawful to make that offer, sale, exchangeor transfer. This announcement contains "forward-looking statements" which include allstatements other than statements of historical facts, including, withoutlimitation, those regarding Lupus Capital's financial position, businessstrategy, plans and objectives of management for future operations and anystatements preceded by, followed by or that include forward-looking terminologysuch as the words "targets", "believes", "estimates", "expects", "aims", "intends", "can", "may", "anticipates", "would", "should", "could" or similarexpressions or the negative thereof. Such forward-looking statements involveknown and unknown risks, uncertainties and other important factors beyond LupusCapital's control that could cause the actual results, performance orachievements of Lupus Capital to be materially different from future results,performance or achievements expressed or implied by such forward-lookingstatements. Such forward-looking statements are based on numerous assumptionsregarding Lupus Capital's present and future business strategies and theenvironment in which Lupus Capital will operate in the future. Theseforward-looking statements speak only as at the date of this announcement.Lupus Capital expressly disclaims any obligation or undertaking to disseminateany updates or revisions in relation to any forward-looking statements containedherein to reflect any change in Lupus Capital's expectations with regard theretoor any change in events, conditions or circumstances on which any suchstatements are based save as required by FSMA, the Prospectus Rules, Disclosureand Transparency Rules and the AIM Rules. As a result of these factors, theevents described in the forward-looking statements in this announcement may notoccur. Not for release, publication or distribution into the United States, Canada, Japan or Australia Lupus Capital plc ("Lupus Capital" or "the Company") Proposed Acquisition of Laird Security Systems Placing and Open Offer of 755,555,556 New Ordinary Shares at 18 pence per New Ordinary Share 1. Background and introduction: On 19 March 2007 Lupus Capital announced that it had conditionally agreed toacquire the Laird Security Systems Division of The Laird Group PLC ("LairdSecurity Systems") for approximately £242.5 million in cash. Approximately £230million of the consideration will be payable on Completion with a further £12.5million deferred and payable 12 months after Completion. To fund the Acquisition HSBC has irrevocably undertaken to underwrite a £136million equity offering and a new debt facility of up to £120 million has beenprovided by HSBC, HBOS and RBS. Today the Company has announced the terms of the equity offering to finance partof the Acquisition through a Firm Placing of 534,285,915 New Ordinary Shares ata price of 18 pence per share and an Open Offer of up to 221,269,641 NewOrdinary Shares at a price of 18 pence per share. Pursuant to the PlacingAgreement, HSBC has conditionally placed Placing Shares with institutional andcertain other investors, with the Conditional Placing Shares subject to clawbackin respect of Open Offer Shares acquired by Existing Shareholders at the IssuePrice. The LESOT, which holds 10.3 per cent. of the Existing Ordinary Shares, haswaived its Basic Entitlement under the Open Offer amounting to 25,354,270 NewOrdinary Shares. These shares have been placed by HSBC as part of the FirmPlacing of 534,285,915 New Ordinary Shares. This reduces the number of OpenOffer Shares from 246,623,911 to 221,269,641 New Ordinary Shares. HSBC is acting as nominated adviser and broker to Lupus Capital and is soleunderwriter to the Placing and Open Offer. Lupus Capital's shares were suspended from trading on 14 March 2007. Trading inLupus Capital's Ordinary Shares will be restored on publication of theProspectus, in accordance with the AIM Rules for Companies. This is expected tooccur later today. The Placing and Open Offer is conditional on the Placing Agreement becoming orbeing declared unconditional in all respects. The Placing and Open Offer is notconditional on completion of the Acquisition. Accordingly, Lupus Capital willapply for the New Ordinary Shares to be admitted to trading on AIM, followingshareholder approval. The proceeds of the Placing and Open Offer, less expenses, will be deposited inthe name of Lupus Capital into the Deposit Account until such time as theAcquisition does become unconditional and shall then be applied to theAcquisition. In the event that the Acquisition does not become unconditionalbefore 30 September 2007, the monies in the Deposit Account shall not bereleased from the Deposit Account until (i) Lupus Capital has consulted itsshareholders as to the most appropriate use of such monies and (ii) LupusCapital has consulted HSBC. 2. Information on Laird Security Systems Laird Security Systems is a leader in the design, development, manufacture anddistribution of innovative products and solutions. These aim to improveperformance and thermal efficiency and enhance protection and security, forhomes and buildings within the UK and US residential building and homeimprovement markets. Its wide range of products includes window and doorhardware, composite doors, conservatories, uPVC products and window seals. In recent years, the product range has been broadened and the business is beingrepositioned towards the higher growth segments of its markets. Laird SecuritySystems sources an increasing proportion of its hardware products from its wellestablished supply base in China, both from its own manufacturing facilities andfrom its partner suppliers. For the year ended 31 December 2006, Laird Security Systems had sales of £237.7million (2005: £230.9 million) and generated operating profit after divisionalmanagement costs and before management charges, exceptional items andamortisation of acquired intangible assets of £31.6 million (2005: £31.7million). 3. Suspension in trading of Lupus Capital's shares Further to the announcement made by Lupus Capital on 14 March 2007, LupusCapital's shares were suspended from trading with effect from 10.00 a.m. on 14March 2007. Trading in Lupus Capital's Ordinary Shares will be restored onpublication of the Prospectus, in accordance with the AIM Rules for Companies.This is expected to occur later today. 4. Details of the Placing and Open Offer Lupus Capital is proposing to raise up to approximately £136 million in totalpursuant to the Placing and Open Offer of 755,555,556 New Ordinary Shares at 18pence per share. Pursuant to the Placing Agreement, HSBC has conditionally placed the PlacingShares with institutional and certain other investors, with the ConditionalPlacing Shares subject to clawback in respect of Open Offer Shares acquired byExisting Shareholders at the Issue Price. HSBC is sole underwriter to the Placing and the Open Offer. The Placing Shares and the Open Offer Shares will, following allotment andissue, rank pari passu in all respects with Existing Ordinary Shares and willrank in full for all dividends and other distributions declared in respect ofthe ordinary share capital of Lupus Capital. However, the New Ordinary Shareswill not be entitled to receive the final dividend for the year ended 31December 2006 announced on 2 March 2007, nor the Special Interim Dividendpayable on 23 April 2007. The Open Offer provides Qualifying Holders with the opportunity to apply toacquire any number of Open Offer Shares at the Issue Price. Qualifying Holdershave a guaranteed minimum entitlement on the following basis: 4 Open Offer Shares for every 10 Existing Ordinary Shares registered in their names at the close of business on the Record Date and so inproportion for any greater number of shares so registered. Entitlements toapply to acquire Open Offer Shares will be rounded down to the nearest wholenumber. Fractions of New Ordinary Shares will be disregarded in the calculationof the Qualifying Holder's Basic Entitlement. The Excess Application Facility enables Qualifying Holders to apply to acquireany whole number of Open Offer Shares in excess of their Basic Entitlementwhich, in the case of Qualifying Non-CREST Holders, is equal to the number ofOpen Offer Entitlements as shown on their Non-CREST Application Form or, in thecase of Qualifying CREST Holders, is equal to the number of Open OfferEntitlements standing to the credit of their stock account in CREST. QualifyingHolders with holdings of Existing Ordinary Shares in both certificated anduncertificated form will be treated as having separate holdings for the purposeof calculating their Basic Entitlements under the Open Offer. Excess applications may be scaled down in such manner as the Directorsdetermine, in their absolute discretion. It is intended that excessapplications will be satisfied pro rata (or as nearly as practicable) to therelevant holder's Basic Entitlement. The aggregate number of New OrdinaryShares available for acquisition under the Open Offer will not exceed221,269,641 New Ordinary Shares (being the total amount of ExistingShareholders' Basic Entitlement of 246,623,911 New Ordinary Shares less theLESOT Basic Entitlement of 25,354,270 New Ordinary Shares). Application has been made for the Open Offer Entitlements for Qualifying CRESTHolders to be admitted to CREST. It is expected that the Open OfferEntitlements will be admitted to CREST on 29 March 2007. The Open OfferEntitlements will also be enabled for settlement in CREST on 29 March 2007.Applications through the CREST system will only be made by the Qualifying Holderoriginally entitled or by a person entitled by virtue of a bona fide marketclaim. Shareholders should note that the Open Offer is not a rights issue. QualifyingCREST Holders should note that, although the Open Offer Entitlements will beadmitted to CREST and be enabled for settlement, applications in respect ofentitlements under the Open Offer may only be made by the Qualifying Holderoriginally entitled or by a person entitled by virtue of a bona fide marketclaim raised by CRESTCo's Claims Processing Unit. Qualifying Non-CREST Holdersshould note that the Non-CREST Application Form is not a negotiable document andcannot be traded. Qualifying Holders should be aware that in the Open Offer,unlike in a rights issue, any Open Offer Shares not applied for will not be soldin the market or placed for the benefit of Qualifying Holders who do not applyunder the Open Offer. If the Resolutions are not passed, the Existing Ordinary Shares will remainadmitted to trading on AIM, the New Ordinary Shares will not be issued under thePlacing or the Open Offer and all monies received by the receiving agent, CapitaRegistrars, will be returned to the applicants (at the applicants' risk andwithout interest) as soon as possible thereafter. Any Open Offer Entitlementsadmitted to CREST will thereafter be disabled. Further details on the Placing and Open Offer are provided in the Prospectus andcircular to be published and sent to shareholders shortly. 5. Expected timetable 2007 22 March Record Date for the Open Offer 26 March 7am Announcement of Placing and Open Offer 27 March Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Holders 11 April 4:30pm Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST 13 April 3pm Latest time for depositing Open Offer Entitlements into CREST 16 April 3pm Latest time and date for splitting of Non-CREST Application Forms 17 April 10:30am Latest time and date for receipt of Forms of Proxy 18 April 11am Latest time and date for acceptance of the Open Offer and receipt of completed Non-CREST Application Forms and CREST Excess Application Forms 18 April Record date for the Special Interim Dividend 19 April 10:30am Extraordinary General Meeting 20 April 8am Date of Admission and commencement of dealings on AIM 8am New Ordinary Shares credited to CREST stock accounts 23 April Payment of Special Interim Dividend By 27 April Despatch of definitive share certificates for New Ordinary Shares Notes: (1) References to times in the above timetable are to London time (unlessotherwise stated). (2) The timing of the events in the above timetable following the ExtraordinaryGeneral Meeting and in the rest of this announcement is indicative only andconditional upon the approval of the Resolutions by Shareholders at theExtraordinary General Meeting. 6. Dividend policy Lupus Capital intends to pay a special interim dividend for ExistingShareholders of 0.15 pence per Ordinary Share to Shareholders on the register onthe day before the EGM. This special interim dividend will be paid toShareholders on 23 April 2007. Lupus Capital expects, in the absence ofunforeseen circumstances, to declare dividends (including the special interimdividend) for the financial year ending 31 December 2007 totalling 0.54 penceper Ordinary Share. This is equivalent to a dividend yield of 3 per cent. atthe Issue Price. It is the intention of the Board to maintain a progressivedividend policy in the future. 7. Extraordinary General Meeting It is expected that an Extraordinary General Meeting of the Company will be heldon 19 April 2007 at 10:30a.m. at the offices of Slaughter and May, One BunhillRow, London EC1Y 8YY for the purpose of considering and, if thought fit, passingthe Resolutions. Further details will be set out in the Prospectus to bepublished and sent to shareholders shortly. 8. Intentions of the Executive Directors and the LESOT in relation to theOpen Offer Greg Hutchings owns 26,766,666 Existing Ordinary Shares in Lupus Capital,representing approximately 4.3 per cent. of Existing Ordinary Shares, andintends to apply to acquire his entire Basic Entitlement amounting to 10,706,666Open Offer Shares and costing £1,927,199.88 at the Issue Price. Mr. Hutchings intends to borrow the money to purchase his entire BasicEntitlement with an expectation of repaying the loan by disposing of someOrdinary Shares at a later date. The LESOT owns 63,385,676 Existing Ordinary shares in Lupus Capital,representing approximately 10.3 per cent. of Existing Ordinary Shares. TheLESOT has waived its Basic Entitlement amounting to 25,354,270 Open Offer Sharesand has authorised HSBC to place all such shares as HSBC may determine. TheLESOT has reserved its right to apply for Excess Shares pursuant to the ExcessApplication Facility. The purchase of any such shares will be funded byborrowing. Denis Mulhall owns 4,750,000 Existing Ordinary Shares in Lupus Capital, andintends to apply to acquire his entire Basic Entitlement amounting to 1,900,000Open Offer Shares and costing £342,000 at the Issue Price. Mr Mulhall may borrow some or all of the money to purchase his entire BasicEntitlement and may repay any such loan by disposing of some Ordinary Shares ata later date. 9. Documentation A Prospectus containing the full terms and conditions of the Acquisition and thePlacing and Open Offer, together with the relevant supporting documentation isexpected to be published and despatched to Lupus Capital Shareholders latertoday. The Prospectus will also contain notice of the Extraordinary General Meeting ofLupus Capital expected to be held on 19 April 2007 at 10:30a.m. for the purposesof considering the necessary resolutions to implement the Acquisition andPlacing and Open Offer. Copies of the Prospectus will also be available to the public, free of charge,from the offices of Slaughter and May, at One Bunhill Row, London EC1Y 8YY, andthe registered office of the Company until Admission. Appendix 1: Definitions The following definitions are used throughout this announcement except where thecontext requires otherwise: "Acquisition" the acquisition by Lupus Capital, through the Purchasing Subsidiaries, from The Laird Group PLC, of the entire issued share capital of the Transferred Subsidiaries "Acquisition Agreement" the conditional agreement for the Acquisition dated 19 March 2007 between Lupus Capital, the Purchasing Subsidiaries, Laird Overseas Holdings Limited and The Laird Group PLC "Admission" the admission of the Enlarged Share Capital to trading on AIM "AIM" the Alternative Investment Market "AIM Rules for Companies" the rules published by the London Stock Exchange, which set out the rules and responsibilities in relation to AIM companies, as amended from time to time "Amesbury Acquisition Holdings" Amesbury Acquisition Holdings, Inc, a company incorporated under the laws of the State of Delaware, USA "Basic Entitlement" the basic pro rata entitlement of Qualifying Holders to acquire 4 Open Offer Shares for every 10 Existing Ordinary Shares held on the Record Date "Business" the building products related businesses as carried out by Laird Security Systems "Companies Act" or "Act" the Companies Act 1985, as amended by the Companies Act 1989"Completion" completion of the Acquisition and the Placing and Open Offer in accordance with the terms of the Placing and Open Offer and Acquisition Agreement "Conditional Placing Shares" the 221,269,641 New Ordinary Shares being placed subject to clawback in respect of any Open Offer Shares applied for pursuant to the Placing Agreement "CREST" the system for the paperless settlement of trades and the holding of uncertificated securities operated electronically by CRESTCo in accordance with the Uncertificated Securities Regulation 2001 (SI No. 2001/3755) "CRESTCo" CRESTCo Limited, the operator of CREST "Deposit Account" an account in the name of Lupus Capital designated by HSBC into which the proceeds of the Placing and Open Offer will be deposited pending completion of the Acquisition "Enlarged Group" the Lupus Capital Group as enlarged by Laird Security Systems "Enlarged Share Capital" the issued ordinary share capital of Lupus Capital immediately following completion of the Placing and Open Offer including the Existing Ordinary Shares and the New Ordinary Shares "Excess Application Facility" the arrangement pursuant to which Qualifying Holders may apply for additional Open Offer Shares in excess of their Basic Entitlement in accordance with the terms and conditions of the Open Offer "Equity Offering" the £136 million equity offering, irrevocably underwritten by HSBC, to part finance the proposed acquisition, the timing and terms of which will be announced in due course "Existing Ordinary Shares" the Ordinary Shares in issue as at the date of this announcement "Existing Shareholders" the holders of the Existing Ordinary Shares "Extraordinary General Meeting" the extraordinary general meeting of Lupus Capital expected to be heldor "EGM" in April 2007, notice of which is set out in the Prospectus "Firm Placing" the placing of the Firm Placing Shares "Firm Placing Shares" the 534,285,915 New Ordinary shares being placed firm pursuant to the Placing Agreement "FSA" Financial Services Authority "FSMA" the Financial Services and Markets Act 2000 "Gall Thomson" Gall Thomson Environmental Limited, incorporated in England and Wales under the Act with registered number 2852924 "HSBC" HSBC Bank plc, a company incorporated in England and Wales under the Act with registered number 14259 "IFRS" International Financial Reporting Standards "Issue Price" 18 pence per New Ordinary Share "Jasper Acquisition Holdings Jasper Acquisition Holdings Limited, a company incorporated in EnglandLimited" and Wales under the Act with registered number 6078798 "KLAW" KLAW Products Limited, a company incorporated in England and Wales under the Act with registered number 316007 "LESOT" the Lupus Capital Employee Share Ownership Trust "Listing Rules" the Listing Rules of the FSA "London Stock Exchange" London Stock Exchange plc "Lupus Capital" Lupus Capital plc, a company incorporated in England and Wales under the Act and domiciled in the UK with registered number 2806007 "Lupus Capital Group" or "the Lupus Capital and its subsidiaries, or any one or more of them as theGroup" context requires "LSSD UK Limited" LSSD UK Limited, a company incorporated in England and Wales under the Act with registered number 2838541 "LSSD UK Limited Subsidiaries" Balance UK Limited; Designgarden Limited; ERA Products Limited; Crompton Limited; EWS (Manufacturing) Limited; Intron Limited; Homesafe Doors Limited; Laird Lifestyle Products Limited; Laird Security Hardware Limited; Omega Spring Technology Limited; LSS Trading (Ningbo) Limited; J.K. Furnex Limited; Laird Security Systems (Ningbo) Limited; Amesbury Springs Limited; Feneseal Limited; Hardware Engineering Limited; Euromond Limited; Linear Limited; Lindman Group Limited; Lindman Limited; Securidor (Holdings) Limited; Securidor Limited; Ventrolla Limited; and LSSD UK (No.1) Limited "New Ordinary Shares" the new ordinary shares of 0.5p each to be issued by Lupus Capital pursuant to the Placing and Open Offer "Non-CREST Application Form" the application form relating to applications for Open Offer Shares issued to Qualifying non-CREST Holders "Notice" the notice of the Extraordinary General Meeting of Lupus Capital to be held for the purpose of considering and, if thought fit, passing the Resolutions "Open Offer" the conditional invitation made to Qualifying Shareholders to apply to acquire the Open Offer Shares "Open Offer Entitlement" an entitlement to apply to acquire Open Offer Shares, allocated to a Qualifying Holder pursuant to the Open Offer "Open Offer Shares" up to 221,269,641 New Ordinary Shares being made available to Qualifying Shareholders under the Open Offer excluding the Basic Entitlement of the LESOT, which have been placed by HSBC as part of the Firm Placing "Ordinary Shares" ordinary shares of 0.5p each in the capital of Lupus Capital"Placing" the proposed placing of shares in Lupus Capital "Placing Agreement" the conditional agreement between Lupus Capital and HSBC dated 23 March 2007 in connection with the Placing and Open Offer "Placing Shares" the Firm Placing Shares and the Conditional Placing Shares "Prospectus" the prospectus, prepared in accordance with the Prospectus Rules, to be published and despatched to Shareholders shortly "Prospectus Rules" the Prospectus Rules of the Financial Services Authority "Purchasing Subsidiaries" Amesbury Acquisition Holdings, Inc. and Jasper Acquisition Holdings Limited "Qualifying CREST Shareholders" Qualifying Shareholders holding Shares in uncertificated form "Qualifying non-CREST Qualifying Shareholders holding Shares in certificated formShareholders" "Qualifying Holders" Shareholders whose names appear on the register of members of Lupus Capital on the Record Date "Record Date" 22 March 2007 "Resolutions" the ordinary resolutions and special resolutions approving the Acquisition and Placing and Open Offer to be proposed at the EGM "Schlegel Building Products" the business and the entire issued share capital of Schlegel UK (2006) Ltd. and Schlegel, Inc. and their respective subsidiaries "Securities Act" the US Securities Act of 1933, as amended "Shareholders" the holders of Ordinary Shares in Lupus Capital "Share Incentive Arrangements" the LESOT and the EMI Scheme (including the option agreement between Lupus Capital and Greg Hutchings granted under the EMI Scheme) and the subscription agreement between the Trustees and Lupus Capital "Transaction" the Acquisition, Placing and Open Offer and the Resolutions "Trustees" the trustees of the LESOT "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK GAAP" generally accepted accounting principles in the UK "UK Listing Authority" or "UKLA" the Financial Services Authority acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 "Uncertified Share" or " a share or other security which is in an uncertificated formuncertificated share" "US", "USA" or "United States" the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to its jurisdiction This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
TymanLaird