10th Oct 2007 07:02
Cohort PLC10 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR THE REPUBLIC OF IRELAND. 10 October 2007 Cohort plc ("Cohort" or the "Company") Acquisition of SEA (Group) Ltd for a maximum consideration of £25.4 million Placing of 5.0 million shares at 150p per share to raise £7.5 million before expenses Cohort plc, a leading independent defence technical service provider and ownerof Systems Consultants Services Ltd ("SCS") and MASS Consultants Ltd ("MASS"),today announces that it has conditionally agreed to acquire SEA (Group) Ltd("SEA"), a UK-based independent systems engineering and software company, for aninitial consideration of £20.7 million to be satisfied in shares and cash withfurther performance-related deferred consideration in cash of up to £4.7million. Deal Highlights • Second acquisition since Cohort's March 2006 listing on AIM in line with stated growth strategy• SEA's core capability is the development of innovative electronic surveillance systems for the defence, space, transport and offshore markets• SEA's strong position in naval defence markets complements MASS's position in air and SCS in land• Creates a platform to bid for larger contracts and enhance the group's ability to cross-sell its services into different areas of defence• Earnings enhancing in the current year excluding the impact of the amortisation of acquired intangible assets *• CEO of SEA, Ian Dale-Staples, to join board of Cohort on completion of the acquisition and will hold an approximate 5% shareholding in Cohort• Funded in part by a Vendor Placing to raise £6.0 million• Additional VCT Cash Placing to raise £1.5 million• The placings have been underwritten by Investec * This statement shall not be interpreted to mean that the Company's futureearnings per share following the acquisition will necessarily be greater thanor equal to the Company's historical earnings per share Commenting on the Acquisition, Nick Prest CBE, Chairman of Cohort plc said: "SEA substantially increases the scale of the group, develops our capabilitiesinto new related areas and is consistent with Cohort's stated strategy ofbuilding an independent group supplying technical services primarily to thedefence market. SEA is an excellent fit with our existing businesses and will,I believe, offer significant opportunities for continued growth in the future.We are pleased to welcome Ian Dale-Staples to the Cohort Board and look forwardto working with him in the further development of SEA and the Cohort Group" Ian Dale-Staples, CEO of SEA said: "Joining Cohort, with its larger size and complementary capabilities, willprovide additional growth opportunities for SEA and its employees. I ampersonally delighted to be joining the Cohort Board and look forward tocontributing to the development of the enlarged Cohort business." EnquiriesCohort plc 01491 843 150Stanley Carter, Chief ExecutiveSimon Walther, Finance Director Investec 020 7597 5970Michael AnsellRupert Krefting Hogarth Partnership 020 7357 9477Julian WalkerAndrew Jaques Note to Editors Cohort (www.cohortplc.com) Cohort is a defence technical services group. It operates through twowholly-owned subsidiaries, MASS Consultants Limited (MASS) and SystemsConsultants Services Limited (SCS), both of which are leading independentservice providers, working for defence, wider government and industry clients. • MASS (www.mass.co.uk) was acquired by Cohort in August 2006 for an initial consideration of £12.5m and is an independent UK Systems House focused on the defence and aerospace markets. MASS offers specialist skills in four main business areas: Managed Services, Electronic Warfare, Secure Communications and Information Systems. • SCS (www.scs-ltd.co.uk), Cohort's original operating company, provides independent consultancy support, which combines technical expertise with practical experience and domain knowledge, primarily but not exclusively to the defence sector. Cohort was specifically established to capitalise on consolidation and organicgrowth opportunities in the defence technical services market and was admittedto trading on AIM on 8 March 2006. Investec Investment Banking, a division of Investec Bank (UK) Ltd, which isauthorised and regulated by the Financial Services Authority and is a member ofthe London Stock Exchange, is acting exclusively for Cohort in connection with the Placing and the Offer and is not acting for any other person other thanCohort and will not be responsible to any person other than Cohort forproviding the protections afforded to its customers or for providing advice onthe transactions or arrangements referred to in this announcement. Introduction The Board of Cohort, a group of leading independent defence technical servicesproviders, today announces that it has conditionally agreed to acquire SEA(Group) Ltd ("SEA"), a UK-based independent systems engineering and software company predominantly in the defence sector, for an initial consideration to bepaid on completion of £20.7 million ("Initial Consideration") and performancebased deferred consideration of up to £4.7 million ("Deferred Consideration"). The Initial Consideration of £20.7 million will be satisfied as to £10.4 millionto £12.6 million in cash and £8.2 million to 10.3 million by the issue of newordinary shares in Cohort to the vendors of SEA ("Consideration Shares"). TheDeferred Consideration of up to £4.7 million will be satisfied entirely in cash.The cash component of the Initial Consideration will be financed as to £6.0million by way of a vendor placing of 4.0 million new ordinary shares of 10p each in Cohort ("Vendor Placing Shares") at a price of 150p per share ("PlacingPrice") ("Vendor Placing") with the balance of the consideration financed byCohort's existing cash resources and a new debt facility. In addition, there will be a cash placing to raise £1.5 million for working capital purposes ("CashPlacing"). The placings have been underwritten by Investec. The Cash Placing is conditional, amongst other things, on the offer to acquireSEA becoming wholly unconditional subject only to admission of theConsideration Shares and the Vendor Placing Shares to the AIM Market. It isexpected that dealings in the Vendor Placing Shares and Consideration Shareswill commence on AIM at 8am on 17 October 2007. Information on SEA SEA is a privately owned, UK-based independent systems engineering and softwarecompany. Its core technical capability lies in electronic surveillance systemsbased on knowledge of sensors for vibration, radar, sonar and laser and skills in signal processing, data analysis and recording, data fusion and securecommunications. Based on these technical capabilities SEA delivers consultancy,research and development, high technology products and support services to markets in the defence, aerospace and transport sectors. Formed in 1988 andbased in Beckington, near Frome, UK, SEA's major customer is the UK Ministry ofDefence (MoD), which directly accounted for 34% of turnover in the year ended 31March 2007. Other significant customers in this period included DevonportManagement Ltd (now part of Babcock), the European Space Agency, QinetiQ plc,WSP Civils and BAE Systems. In the year ended 31 March 2007, SEA reported an audited turnover of £18.2million (2006: £19.0m) and profit before tax of £1.5 million (2006: £1.6million). The order book at the year end was £17.6 million (2006: £12.3million). The net assets as at 31 March 2007 were £4.4 million (2006: £3.5million). SEA operates through four divisions: Defence, Space, Transport and Offshore: • Defence (77% of turnover in the year to March 2007) provides technical services and products in relation to land and air systems, intelligent surveillance systems, underwater systems and maritime systems.• Space (12% of turnover in 2007) serves both the civil space and civil aerospace markets. Clients for this division include the European Space Agency, Particle Physics and Astronomy Research (PPAR), EADS Astrium and Thales-Alenia.• Transport (8% of turnover in 2007) provides technical services in relation to roads and intelligent transport systems and for rail and aviation markets. Clients include the Department of Transport / Highways Agency, Transport for London, WSP Civils and Network Rail.• Offshore (3% of turnover in 2007) provides technical services in relation to seabed surveying and engineering design. Clients include Nautronix and Seatronics. SEA employs around 210 staff of whom approximately 15% have masters degrees and 10% have doctorates. Rationale for the acquisition Cohort was floated in March 2006 with the stated strategy of building anindependent group in defence technical services both through organic growth andthrough the acquisition of complementary businesses with good growth prospects and strong inherent management teams. SEA's strong presence in naval marketscomplements that of MASS's in the air and maritime sectors and its wideroperations complement SCS's particular strength in the joint services and landbased aspects of defence. SEA has a strong management team and good reputationin the markets it serves. The Directors of Cohort believe that the acquisition will increase the profileof the Cohort group across the MoD and markets in general, provide a platformto bid for larger contracts and enhance the group's ability to cross sell its services into different areas of defence. In addition there will be cost savingopportunities through the rationalisation of shared services. The Directors of Cohort anticipate that the acquisition will be earningsenhancing (before the impact of the amortisation of acquired intangible assets)in the current year. This statement should not be interpreted to mean that theCompany's future earnings per share following the acquisition will necessarilybe greater than or equal to the Company's historical earnings per share. Ian Dale-Staples will join the Board of Cohort upon completion of theacquisition as an executive director and has elected to receive 61% of hisInitial Consideration in Consideration Shares. Ian Dale-Staples currently has a21.9% holding in SEA. Mr Dale-Staples' basic salary is £135,000 per annum(including pension contributions) and he is entitled to participate in aperformance related bonus scheme. Terms of the acquisition The acquisition is being effected by way of an offer to SEA's shareholders toacquire their shares ("the Offer"). SEA is predominantly owned by itsdirectors and employees. The Offer, which has been recommended unanimously bythe SEA board, values the entire issued share capital of SEA at up to £25.4million. Of this, £20.73 million Initial Consideration is due when the Offerbecomes wholly unconditional and up to £4.67 million is payable following determination of (and depending on the level of) the earnings of SEA during the13 month period ending 30 April 2008 ("Deferred Consideration"). In respect ofthe Initial Consideration, SEA Shareholders are being offered a mixture of cashand new ordinary shares in Cohort. The Deferred Consideration is payableentirely in cash. Irrevocable undertakings to accept the Offer have been given to Cohort by theSEA Directors and the founder SEA Shareholders in respect of all of their SEAShares, representing approximately 81.9 per cent. of the issued share capitalof SEA. Of their Initial Consideration, these Shareholders have in aggregateundertaken to receive 52.4% of their Initial Consideration in cash and 47.6% innew Cohort Shares. The Directors of Cohort expect that the Offer will becomeunconditional in all respects on 17 October 2007 when the Vendor Placing Sharesand the first tranche of the Consideration Shares are expected to be admittedto AIM. Depending on the elections of those 18% of SEA Shareholders who have not yetprovided acceptances, the Initial Consideration will be satisfied as to between£10.4 million and £12.6 million in cash and between £8.2 million and £10.3million by the issue of Consideration Shares. A total of between 5.4 million and6.9 million Consideration Shares will be issued to SEA Shareholders. £6.0million of the cash payable as part of the Initial Consideration will be financed by means of the placing of 4.0 million Vendor Placing Shares. Payment of the Deferred Consideration is dependent on the SEA Group achievingearnings before interest and taxation ("EBIT") calculated in accordance with theterms of the Offer of more than £2 million for the 13 month period ending on 30April 2008 (the "Earn Out Period"). The amount of the Deferred Consideration isdependent on the amount by which EBIT exceeds £2 million. If EBIT for theDeferred Period is £2.5 million or more, the Deferred Consideration will be paidin full. The Deferred Consideration, if any, will be paid out following thepublication of the audited results of Cohort for the year ending 30 April 2008. All SEA Shareholders who receive Consideration Shares in exchange for SEA Shareswill be required to undertake not to sell, transfer or otherwise deal in thoseConsideration Shares until twelve months after the Offer becomes wholly unconditional, save in certain limited circumstances. The Placing Cohort intends to finance the cash element of the acquisition out of acombination of its existing cash resources, a new debt facility and by means ofa placing by Investec of the Vendor Placing Shares. Investec, as agent for Cohort, has agreed to procure subscribers for 4.0 millionVendor Placing Shares or, failing which, to subscribe itself for such shares atthe Placing Price of 150p per Vendor Placing Share on and subject to the termsof an agreement dated 10 October 2007 between Cohort and Investec (the "PlacingAgreement"). The Vendor Placing is conditional, amongst other things, on theCash Placing referred to below becoming unconditional not later than the dayprior to the Vendor Placing becoming unconditional; the irrevocable undertakingsobtained from SEA Shareholders remaining in full force and effect; the PlacingAgreement not being terminated in accordance with its terms and admission of theVendor Placing Shares and the Consideration Shares to trading on the AIM marketof the London Stock Exchange ("AIM") and becoming effective in accordance withthe AIM Rules ("Non Cash Admission") by no later than 17 October 2007 (or suchlater date as may be agreed by Investec being no later than 24 October 2007). Cohort is also placing additional Cohort Shares (the "Cash Placing Shares") toraise additional working capital for Cohort. The Cash Placing will be completedon the day before the expected date of Non-Cash Admission. In the Cash Placing,1.0 million Cash Placing Shares will be allotted to subscribers procured byInvestec, or to Investec as principal to the extent that it does not procuresubscribers, at the Placing Price on and subject to the terms of the PlacingAgreement. The Cash Placing is conditional, amongst other things, on theirrevocable undertakings being given by the certain SEA Shareholders; the offerbecoming unconditional in all respects (save as regards Non-Cash Admission) andCohort not having amended or waived any of the terms or conditions of the Offerwithout Investec's prior approval; the Placing Agreement not being terminatedin accordance with its terms; and admission of the Cash Placing Shares to trading on the AIM and becoming effective ("Cash Placing Admission") by no laterthan 8 a.m. on 16 October 2007 (or such later date as may be agreed by Investecbeing no later than 23 October 2007). Current Trading and Prospects Announcing its preliminary results for the year ended 30 April 2007 on 10 July2007, the Company stated that the Board was positive about the outlook for thecontinued progress of the group. The Board remains of this opinion. Admission, Settlement and Dealings Applications will shortly be made to the London Stock Exchange for the CashPlacing Shares, Consideration Shares and the Vendor Placing Shares to beadmitted to trading on AIM. It is expected that admission of the Cash PlacingShares will become effective and that dealings on AIM will commence at 8.00amon 16 October 2007. It is expected that admission of the first tranche ofConsideration Shares and the Vendor Placing Shares will become effective andthat dealings on AIM will commence at 8.00am on 17 October 2007. It is expectedthat the Cash Placing Shares and the Vendor Placing Shares will be issued inuncertificated form and that CREST accounts will be credited on 16 October 2007for the Cash Placing Shares and on 17 October 2007 for the Vendor PlacingShares. Appendix Terms and Conditions of and Important Information relating to the Vendor Placingand the Cash Placing (together the "Placings") By participating in the Vendor Placing or the Cash Placing and acquiring VendorPlacing Shares or Cash Placing each person who is invited and chooses toparticipate in the Placings (a "Placee") is deemed to be agreeing that they haveread and understood this Appendix in its entirety and that they will be makingsuch an offer to acquire Vendor Placing Shares or Cash Placing Shares on theterms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix. The Placings, and the terms and conditions herein, are directed exclusively atinvestment professionals (within the meaning of Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion Order) 2005 ("FPO") and high net worth companies, unincorporated associations etc (within the meaning ofArticle 49 of FPO) (such categories of investors being referred to as "RelevantPersons") who are also qualified investors for as defined in section 86 of the Financial Services and Markets Act 2000 ("FSMA"). No person other than RelevantPersons contacted by Investec may participate in the Placings or rely on anycommunication relating to the same. Accordingly, this announcement is exempt from the general restriction set out in section 21 of FSMA on the communicationof invitations or inducements to engage in investment activity and has not beenapproved by a person who is authorised under FSMA. Members of the public are not entitled to take part in the Vendor Placing or theCash Placing and this announcement is communicated to them for the purposes ofinformation only. The offer of the Vendor Placing Shares and the Cash Placing Shares has not been made to the public for the purposes of the section 102B ofFSMA. This announcement and the terms and conditions herein must not be reliedon, acted on or responded to by persons who are not Relevant Persons. This announcement and Appendix do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for ordinary shares of Cohort("Ordinary Shares") in any jurisdiction, including, without limitation, the United States, Canada, Australia, Japan and the Republic of Ireland. Thisannouncement and the information contained herein are not for publication ordistribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of Ireland or in any jurisdiction in which suchpublication or distribution is unlawful. The Vendor Placing Shares and the CashPlacing Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 ("the Securities Act") and maynot be offered or sold within the United States absent registration or anexemption from registration. The Vendor Placing Shares and the Cash PlacingShares are to be offered and sold outside the United States in accordance withRegulation S under the Securities Act. The distribution of this announcement and the placing and/or issue of the VendorPlacing Shares and the Cash Placing Shares in certain jurisdictions may berestricted by law. Persons to whose attention this announcement has been drawn are required by the Company and Investec to inform themselves about and toobserve any such restrictions. Any acquisition or application for Cash Placing Shares or Vendor Placing Sharesby Placees should only be made on the basis of information contained in thisdocument. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with each other and the existing Ordinary Shares inissue including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date ofissue. The Placing Shares will be issued free of any pre-emption rights, encumbrance,lien or other security interest. The Company confirms that it is entitled toallot the Placing Shares pursuant to section 80 of the Companies Act 1985 as amended, as if section 89(1) of that Act did not apply to such allotment. Each of Investec and its Affiliates (as defined below) is entitled to participate as a Placee. A single price (the "Placing Price") will be payable to Investec by all Placees. Prospective Placees will be identified and contacted by Investec. The Cash Placing Investec, as agent for Cohort, has conditionally agreed to procure subscribersfor 1,000,000 Cash Placing Shares or, failing which, to subscribe itself forsuch shares at the Placing Price to raise approximately £1.5 million on and subject to the terms of the Placing Agreement. The Cash Placing is conditional,amongst other things, on the warranty agreement between the Company and certainSEA Shareholders being entered into (the "Warranty Agreement"), the irrevocableundertakings being given by certain SEA Shareholders; the relevant SEAShareholders having accepted the Offer in accordance with the WarrantyAgreement or (as appropriate) the irrevocable undertakings, the Offer becoming unconditional in all respects (save as regards Cash Placing Admission), Cohortnot having amended or waived any of the terms or conditions of the Offerwithout Investec's prior approval, the Placing Agreement not being terminated inaccordance with its terms, and Cash Placing Admission becoming effective by nolater than 8 am on 16 October 2007 (or such later date as may be agreed byInvestec being no later than 23 October 2007). Although the Cash Placing is conditional on the Offer becoming unconditional inall respects (save as regards Cash Placing Admission) it is not conditional onthe Offer becoming wholly unconditional, or the Vendor Placing Shares or theCohort Consideration Shares being issued. Application will shortly be made to the London Stock Exchange for the admissionof the Cash Placing Shares to trading on AIM. It is expected that admissionwill occur and that dealings on AIM will commence on 16 October 2007 at which time it is also expected that the Cash Placing Shares will be enabled forsettlement in CREST. Vendor Placing Investec, as agent for Cohort, has agreed to procure subscribers for 4,000,000Vendor Placing Shares or, failing which, subscribe itself for such shares atthe Placing Price on and subject to the terms of the Placing Agreement with the proceeds of the Vendor Placing of £6.0 million being paid to Capita Registrarsfor distribution to certain SEA Shareholders. The Non-Cash Admission isconditional, amongst other things, on the Cash Placing Shares having been issued, Cash Placing Admission becoming effective not later than the day priorto the Non-Cash Admission, the Warranty Agreement remaining in full force andeffect, the irrevocable undertakings obtained from SEA Shareholders remaining infull force and effect, the Placing Agreement not being terminated in accordancewith its terms and the Non-Cash Admission becoming effective by no later than17 October 2007 (or such later date as may be agreed by Investec being no laterthan 24 October 2007). Prospective Placees will be contacted by Investec to invite them to submit a bidin the Placing process for either Cash Placing Shares and or Vendor PlacingShares. If a bid is successful, the Placee's allocation will be confirmed to it orally following the close of the Cash Placing or the Vendor Placing process,and a conditional contract note will be dispatched as soon as possiblethereafter. Investec's oral confirmation to the Placee after the Cash Placingprocess or the Vendor Placing process has closed in connection with thisannouncement will constitute a legally binding commitment upon the Placee tosubscribe for the number of Cash Placing Shares or Vendor Placing Sharesallocated to it on the terms and conditions set out in this Appendix. Investecis arranging the Cash Placing and the Vendor Placing as agent of the Company.Participation will only be available to persons invited to participate byInvestec. Further terms of the Placing Agreement If the conditions of the Placing Agreement applicable to the Cash Placing arenot fulfilled or waived on or before 8.00 am on 16 October 2007 (or such latertime and date as the Company and Investec may agree, being no later than 8.00 amon 23 October 2007) the Cash Placing will not become unconditional and any CashPlacing monies paid in advance in respect of Cash Placing Shares will bereturned to the placees, without interest, as soon as practicable thereafter. If the conditions of the Placing Agreement applicable to the Vendor Placing arenot fulfilled or waived on or before 8.00 am on 17 October 2007 (or such latertime and date as the Company and Investec may agree, being no later than 8.00 am on 24 October 2007) the Vendor Placing will not become unconditional and anyVendor Placing monies paid in advance in respect of Vendor Placing Shares willbe returned to the placees, without interest, as soon as practicable thereafter. In consideration of its services in connection with the Cash Placing, theCompany will pay to Investec a commission of four percent of the aggregatevalue, at the Placing Price, of the Cash Placing Shares. In consideration ofits services in connection with the Vendor Placing, Investec will receive acommission of four percent of the aggregate value, at the Placing Price, of theVendor Placing Shares. The Placing Agreement contains warranties given by the Company with respect toCohort and its subsidiaries, their businesses and certain matters connectedwith the Placing. Investec is entitled to terminate the Placing Agreement in certain circumstances prior to Cash Placing Admission or Non Cash Admission.These events include, among other things, if any of the warranties given by theCompany in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if theywere repeated at Cash Placing Admission or Non-Cash Admission by reference tothe facts subsisting at the relevant time in any respect which in any such case Investec considers material in the context of the Placing and Cash PlacingAdmission or Non-Cash Admission; Company fails in any material respect tocomply with any of its obligations under the Placing Agreement or if it cannotcomply with any such obligations or if certain events occur the effect of which(whether taken singly or together) in the judgment of Investec makes ittemporarily or permanently impracticable or inadvisable to proceed with thePlacing on the terms and in the manner contemplated in this announcement or thePlacing Agreement. In addition, the Company has given an indemnity to Investecand its affiliates in respect of, amongst other things, the performance byInvestec of its services in connection with the Placings and the applicationson behalf of the Company to the London Stock Exchange for Cash PlacingAdmission and Non-Cash Admission. The exercise by Investec of any right of termination under the Placing Agreementshall be within its absolute discretion and Investec shall not have anyliability to any Placee, or any other person for whom any Placee is subscribingPlacing Shares, in respect of any decision which either may make as to whetheror not to exercise any right of termination or any of its other rights underthe Placing Agreement. General These terms and conditions apply to persons making an offer to subscribe forCash Placing Shares under the Cash Placing and or an offer to subscribe forVendor Placing Shares under the Vendor Placing. Each person to whom theseconditions apply, as described above, who confirms his agreement to Investec tosubscribe for Cash Placing Shares or Vendor Placing Shares (which may includeInvestec and/or its nominee(s)) hereby agrees with each of Investec and theCompany to be bound by these terms and conditions as being the terms andconditions on which the Cash Placing Shares or Vendor Placing Shares will beissued under the Placings. A Placee shall, without limitation, become so boundif Investec confirms to it (i) the Placing Price and (ii) its allocation (the"Confirmation"). Conditional on (i) Non-Cash Admission occurring on 17 October 2007 or such laterdate as the Company and Investec may agree (not being later than 24 October2007), and (ii) Investec having given Confirmation, each Placee agrees to subscribe for the number of Cash Placing Shares allocated to it, at the PlacingPrice. To the fullest extent permitted by law, each Placee acknowledges andagrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditionalcontract note will be dispatched as soon as possible following theConfirmation. Each Placee undertakes to pay the Placing Price for the Cash Placing Sharesissued to such Placee on a delivery versus payment ("DVP") basis within CRESTas shall be directed by Investec. Liability for stamp duty and stamp dutyreserve tax is described below. In the event of failure by any Placee to pay asso directed, the relevant Placee shall be deemed hereby to have appointedInvestec or any nominee of Investec to sell (in one or more transactions) any orall of the Cash Placing Shares in respect of which payment shall not have beenmade as directed by Investec. Conditional on (i) Vendor Placing Shares Admission occurring on 17 October 2007or such later date as the Company and Investec may agree (not being later than24 October 2007), and (ii) the Confirmation, each Placee agrees to subscribe for the number of Vendor Placing Shares allocated to it, at the Placing Price.To the fullest extent permitted by law, each Placee acknowledges and agreesthat it will not be entitled to exercise any remedy of rescission at any time.This does not affect any other rights a Placee may have. A conditional contractnote will be dispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the Vendor Placing Sharesissued to such Placee on a delivery versus payment ("DVP") basis within CRESTas shall be directed by Investec. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay asso directed, the relevant Placee shall be deemed hereby to have appointedInvestec or any nominee of Investec to sell (in one or more transactions) any orall of the Vendor Placing Shares in respect of which payment shall not havebeen made as directed by Investec. This announcement is the sole responsibility of the Company. Investec is actingas nominated adviser and broker to the Company and to no other person inrelation to the Placings. Investec will not be responsible to any person otherthan the Company for providing the protections afforded to the customers ofInvestec nor for advising any person other than the Company on the transactionsand arrangements referred to in this document. No offering document or prospectus has been or will be submitted to be approvedby the UKLA in relation to the Placings and the Placees' commitments will bemade solely on the basis of the information contained in this announcement. EachPlacee, by accepting a participation in the Cash Placing or the Vendor Placing,agrees that the content of this announcement is exclusively the responsibilityof the Company and confirms that it has neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofInvestec or the Company and neither Investec or the Company will be liable forany Placee's decision to accept this invitation to participate in the CashPlacing or the Vendor Placing based on any other information, representation,warranty or statement which the Placee may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in deciding toparticipate in the Cash Placing or the Vendor Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. By participating in either of the Placings, each Placee irrevocably represents,warrants and undertakes to Investec and the Company that: (a) it and/or each person on whose behalf it is participating (in whole or inpart) in the Cash Placing or the Vendor Placing or to whom it allocates itsplacing shares ("Placing Shares" which shall mean Cash Placing Shares and orVendor Placing Shares) in whole or in part: (i) has the capacity and authority and is entitled to enter into and perform itsobligations as a subscriber of Placing Shares and will honour such obligations;and (ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be requiredin 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 and a qualified investor for the purposes of section86 of FSMA; (d) in agreeing to subscribe for Placing Shares it has received and read thisdocument including this Appendix and is not relying on any information,representation or warranty relating to the Placing, the Placing Shares or theCompany other than as contained in this document and it has not relied on andis not relying on any representation or warranty or agreement by Investec orthe Company or any of their respective directors, employees or agents or anyother person except as set out in the express terms herein; (e) save where Investec has been given prior written notice to the contrary andInvestec has expressly agreed thereto in writing, in participating in thePlacing it is acting as principal and for no other person and that itsacceptance of that participation will not give any other person a contractualright to require the issue by the Company of any of the Placing Shares; (f) it irrevocably confirms Investec's discretion with regard to the PlacingAgreement and agrees that Investec owes it no fiduciary or other duties inrespect of any claim it may have relating to the Cash Placing or the VendorPlacing (together the "Placings" and individually a "Placing") ; (g) it acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any Stateof the United States, that the relevant clearances have not been and will not beobtained from the Securities Commission of any province of Canada and that thePlacing Shares have not been and will not be registered under the securitieslaws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offeredor sold in the United States, Canada, Australia, the Republic of Ireland orJapan; (h) it acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up,renounce, transfer or deliver directly or indirectly any Placing Shares withinthe United States, Canada, Australia, the Republic of Ireland or Japan or offer,sell, take up, renounce, transfer or deliver in favour of a resident of theUnited States, Canada, Australia, the Republic of Ireland or Japan; (i) it has not offered or sold and will not offer or sell any Placing Shares inthe United Kingdom prior to Cash Placing Admission or Non Cash Admission exceptin circumstances which have not resulted and will not result in an obligationto publish an approved prospectus arising under section 85(1) of FSMA or abreach of such section; (j) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents which may be required in connectionwith its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any actionwhich will or may result in Investec or the Company or any of their respectivedirectors, officers, agents, employees or advisors acting in breach of the legaland regulatory requirements of any territory in connection with the Placings orits application; that it is not in a territory in which it is unlawful to makean offer to subscribe for Placing Shares; and that it will pay any issue or other taxes due under any relevant non-UK laws; (k) it acknowledges and agrees in connection with its participation in thePlacing that Investec is not acting for it in relation to the Placing orotherwise and that Investec will not have any duties or responsibilities to itfor providing the protections afforded to their customers or for advising itwith regard to the Placings or the Placing Shares, nor do the contents of thisannouncement constitute the giving of investment advice by Investec to it andnor does it expect Investec to have a duty to it similar or comparable to the"best execution", "suitability" and "risk warnings" rules of the FinancialServices Authority; (l) it has obtained all necessary consents and authorities to enable it to giveits commitment to subscribe for Placing Shares and to perform its obligationsas set out herein; (m) save where Investec has been given prior written notice to the contrary, itis not a person falling within subsections (6), (7) or (8) of sections 67 or 70or subsections (2) and (3) of section 93 or subsection (1) of section 96 of theFinance Act 1986 (or an agent or nominee of such person); (n) save where Investec has been given prior written notice to the contrary, theissue of Placing Shares to it (whether as principal, agent or nominee) will notbe subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96(Clearance Services) of the Finance Act 1986; (o) in the case of a person who confirms to Investec on behalf of a Placee anagreement to acquire Placing Shares and/or who settle with Investec on a DVPbasis, that person represents and warrants that he has authority to do all suchacts on behalf of the Placee; (p) to the extent that a Placee is acquiring Placing Shares on behalf of a thirdparty and prior written notice of such matter has been given to Investec ascontemplated by paragraph (e) of this appendix: (i) such Placee has carried out applicable procedures to verify the identity ofsuch third party for the purposes of the Money Laundering Regulations 2003 (the"Regulations"); (ii) such Placee has complied fully with its obligations pursuant to theRegulations; and (iii) such Placee will provide Investec on demand with any information it mightrequire for the purposes of verification under the Regulations; (q) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002 andinsider dealing under the Criminal Justice Act 1993; (r) it acknowledges that the issue of the Placing Shares to it will be issuedsubject to the terms and conditions set out herein; (s) it has read this announcement; (t) acknowledges that no offering document or prospectus has been prepared inconnection with the Placing of the Placing Shares; (u) acknowledges that the content of this announcement is exclusively theresponsibility of the Company and that neither Investec nor any person actingon their behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained inthis announcement or any information previously published by or on behalf ofthe Company and will not be liable for any Placee's decision to participate in the Placings based on any information, representation or statement contained inthis announcement or otherwise; and (v) represents and warrants that it has not received a prospectus or otheroffering document and has not relied on any information other than informationcontained in this announcement or any information previously published by or on behalf of the Company and acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing. In the event that a Placee is not able to give the warranties in (m) and (n)above, stamp duty or stamp duty reserve tax may be chargeable or may bechargeable at a higher rate. Neither Investec nor the Company will beresponsible for any resulting liability to stamp duty or stamp duty reservetax, which shall be for the account of the Placee and in respect of which thePlacee agrees to indemnify, and keep indemnified, Investec and the Company. Each Placee irrevocably appoints any duly authorised officer of Investec as itsagent for the purpose of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission willtake place within the CREST system against Investec's CREST account 331. Investec will endeavour to meet the demands of those Placees indicating thatthey wish to hold their Placing Shares in certificated form. In the case of a joint agreement to subscribe for Placing Shares, references toa Placee in these terms and conditions are to each Placee who is a party tosuch agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For the exclusive benefit of Investec and the Company, each Placee irrevocably submitsto the exclusive jurisdiction of the English courts in respect of thesematters. This does not prevent an action being taken against the Placee inanother jurisdiction. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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