8th Nov 2006 07:02
ING UK Real Estate Income Trust Ltd08 November 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE ING UK Real Estate Income Trust Limited announces purchase of properties and placing of new shares (London, 8 November 2006) - ING UK Real Estate Income Trust (the "Company")announces the agreement to purchase a portfolio of eight properties (the"Purchase") and a placing for cash of up to 14,814,815 new ordinary shares (the"Placing"). Background ING UK Real Estate Income Trust is a closed ended Guernsey Registered InvestmentCompany, launched on the London and Channel Island Stock Exchanges on the 25October 2005. It has approximately 800 investors. The Company's objective is to provide shareholders with an attractive level ofincome together with the potential for capital growth, by investing bothindirectly and directly in the five main commercial property sectors namelyoffice, retail, retail warehouse, industrial and leisure. The Company currentlyowns 56 properties with the following sector weightings; office 42.2 per cent.,industrial 23.8 per cent., retail 20.7 per cent., retail warehouse 9.0 per cent.and leisure 4.4 per cent. From the Company's initial public offering in October 2005 to 30 September 2006,the underlying NAV per share has grown by 24.2 per cent and the share price hasrisen by 20.4 per cent. In addition the Company has paid a dividend equivalentto 6.25 pence per share per annum. ING Real Estate Investment Management (the "Investment Manager") continues tomanage the portfolio and to date has undertaken a number of active managementinitiatives which have enhanced both income and capital. Two property disposalshave been made since launch, both significantly ahead of book value, and theCompany has acquired three new assets in the office and industrial sectors whichthe Investment Manager believes offer good performance potential. The Investment Manager is actively seeking to dispose of smaller assets as wellas lower income producing assets in the retail sector where capital growthprospects are, it believes, limited. An opportunity to acquire a complementary portfolio has been secured by theInvestment Manager on behalf of the Company. The Board has concluded theacquisition and growth of the Company is in the interests of all shareholdersand that it is appropriate to raise additional equity capital for the Company inorder to part finance this expansion and diversification of the Company's assetbase. Rationale for the Placing The primary rationale for the fundraising is anticipated long term returns forShareholders. • The Investment Manager wishes to retain the large majority of the current portfolio and to expand the portion of it that is allocated to the South East of England office and industrial sectors. • The Investment Manager considers that by increasing the exposure of the Company's investment portfolio towards these markets in particular will improve anticipated returns, rental growth prospects and provide additional active management opportunities, which will offer net asset value growth for Shareholders. • The enlargement of the Company's investment portfolio will be financed through additional borrowing and an issue of additional equity. • Following the acquisition the level of gearing will rise from its present level of 39.2 per cent up to 45.6 per cent, depending on the size of the offering, at a time when it is expected to continue to contribute positively to the Company's performance. The additional debt used to finance the acquisition will complement the existing securitised debt. • The Board expects that the acquisition of these properties will initially have a broadly neutral impact on earnings but will subsequently lead to enhanced income and capital growth. • Broadening the spread of assets and tenants will further increase the diversity of the portfolio • In accordance with the Company's articles of association the Placing shares are being issued at a price of 121.5p per share, equivalent to the Company's net asset value as at 30 September 2006 after deducting the dividend declared on 2 November for which the Placing shares will not rank. Existing ordinary shareholders, therefore, will not be disadvantaged by the issue of further equity. The Purchase The portfolio will be acquired for £125.5 million in cash. The portfoliocomprises three office investments, three retail investments, a single letdistribution unit and a multi-let industrial estate. The total rent attributableto the portfolio is £7.2m per annum representing a net initial yield to theCompany of 5.7 per cent. The Purchase will be effected by the acquisition of four Jersey Property UnitTrusts (the "JPUTs") from Nivian Unit Trustees Limited (in its capacity astrustee of the Merbrook Unit Trust) and Merbrook Unit Trust Investors, LLC,which is managed by Merbrook Unit Trust Managers Limited, and is expected tooccur during the first week of December 2006. Further details on the properties are included below Address Principal Description / Age Term of Main Tenancies Estimated Use / Tenure Current Net Annual Rent Receivable from Tenant L'Avenir Office A three storey Let to Cadence Design £972,000Opladen office building Systems Ltd for a termWay, totalling 41,332 expiring on 23/06/17.Bracknell sq ft (3,840 sq m) benefiting from 182 car spaces. Built circa 1990. The property is held freehold. 53 /55 / 57 Retail A four storey Unit 53 and 57 let to £578,906Broadmead, corner terrace New Look Retailers LtdBristol retail building for terms expiring on comprising of 3 28/09/18 and 24/10/09 units totalling respectively. Unit 57 15,754 sq ft let to Phones 4U Ltd for (1,463 sq m). a term expiring Built in the 24/12/09. 1950s. The property is held on three 125 yr leases from 25/12/84 18-24 Retail A retail and The property is let to £718,900English leisure Building 15 occupational tenantsStreet, totalling 103,622 including Top Shop/ Top50-54 Castle sq ft. (9,627 sq Man properties Ltd,Street m) consisting of Crown Mitre (Carlisle)12-21 St 13 retail units, Ltd, C & J ClarkeCuthberts 1 office unit and international Ltd andLane, Crown & a 94 bedroom Spec Savers OpticalMitre, Carlisle hotel. Superstores Ltd for Built circa 1900 terms expiring between The property is 25/03/08 and 1/06/31 held freehold. Sentinal Office A two storey Let to BT £680,000House, Ancells office building Telecommunications PlcBusiness Park, totalling 33,546 for a term expiring onFleet sq ft (3,116 sq 29/12/13. m), benefiting from 182 car spaces. Built circa 1988. The property is held freehold. Riverway Industrial A multi let Let to 8 occupational £2,112,075Industrial industrial estate tenants on 10 leasesEstate & comprising of 10 expiring between Fleet units Principally 24/03/07 and 25/03/35.House, constructed during Principal tenantsHarlow the 1970s and include TNT UK Ltd, 1980s. Excel Europe Ltd and The property is Wincanton Trans European held freehold. Limited. Unit 3220 Industrial A single storey Let to Tibbet & Britten £840,000Magna Park, detached Ltd for a term expiringLutterworth distribution on 04/12/14. warehouse 160,837 sq. ft (14,942 sq m). Built circa 1989. The property is held virtual freehold from 22/11/91 to 31/09/2988. 5 - 6A Retail Three high street Let to 3 tenants £235,300Market units totalling including McDonald'sPlace, 22,040 sq ft, Real Estate LLP, TopRugby (2047.60 sq m). Shop / Top Man Built early 1900s. Properties Ltd and The property is Monsoon Accessorise Ltd held freehold. for terms expiring on 3/07/20, 24/06/10 and 8/07/12 respectively. Westlea Office A two storey Santana:- let to Thorn £1,035,082Campus, campus office park Ltd for a term expiringChelmsford totalling 76,843 on 15/08/12.Road, sq. ft (7,139 sq Mistral:- let to RWESwindon m) arranged in 3 Npower Plc for a lease buildings. term expiring on Built circa 1987. 15/07/12. The property is Bora:- mutli let with held freehold. the Learning and Skills Council for England occupying two floors for a term expiring on 28/02/2014. There is one vacant floor which is subject to a rental guarantee from the vendors for 12 months. The Placing The Company is proposing to raise up to £18.0 million (before expenses) by wayof a Placing by JP Morgan Cazenove of up to 14,814,815 shares (the "PlacingShares") at 121.5 pence per share, representing a discount of 3.2 per cent. tothe closing mid-market price of 125.5 pence per share on 7 November 2006 (andequivalent to the NAV per share of 30 September 2006 after deducting thedividend declared an 2 November for which the Placing Shares will not rank). Theproceeds of the Placing will be used, together with debt facilities, to fund thePurchase and the attendant costs. The Company also has the option to increasethe size of the Placing to no more than 30.5 million shares, dependent uponinvestor demand. ING REI Investment (UK) B.V., a member of the ING Group, has agreed to subscribefor the initial £18.0 million under the Placing, subject to clawback to meetplacees demands. ING REI Investment (UK) B.V., which has given this commitment,has agreed to waive any underwriting commission. If ING REI Investment (UK) B.V.were to acquire all the shares being underwritten, ING Group's aggregateinterest would be 75.815 million shares, being 23.7% of the Company. Any demandfrom placees will reduce the subscription by ING REI Investment (UK) B.V. by anequal amount. Applications will be made to the Financial Services Authority and to the LondonStock Exchange for the Placing Shares to be admitted to the Official List and totrading on the London Stock Exchange and Admission is expected to occur anddealings to commence in the Placing Shares on 14 November 2006. The PlacingShares will rank pari passu in all respects with the existing ordinary sharessave for the dividend for the period to 30 September 2006 announced on 2November and due to be paid on 30 November 2006. A further announcement will be made once the results of the Placing are known. Chairman Nick Thompson stated: "Having delivered strong performance since launch, the Board is pleased that weare now able to expand the Trust further and acquire a complementary portfolio such as this. The increased use of gearing will add to our returns and thetransaction is structured in such a way that provides ongoing debt flexibilityfor the Trust. We are delighted with the support we have been given by ING, the Company's investment manager, for this transaction." Fund Manager Elliot Caldwell commented: "The acquisition is in line with our strategy to increase our industrial andoffice weightings within the Trust. The portfolio provides an attractive income return, scope for capital growth through active management, which we havealready shown we can deliver on the existing portfolio. By acquiring assets suchas this it will allow us to improve the balance of the portfolio and sell someof the smaller or lower yielding assets which will not contribute to performance." ING Corporate Finance is acting as joint financial adviser and JP MorganCazenove is acting as joint financial adviser, broker, book runner and sponsorin relation to the Purchase and the Placing. For further information please visit the web site at www.ingreit.co.uk, orcontact: ING Real Estate Investment Management (UK) +44 20 7767 5555Elliot CaldwellMichael Morris ING Corporate Finance +44 20 7767 1000Nicholas GoldWilliam Marle JP Morgan Cazenove +44 20 7588 2828Richard CottonAngus Gordon Lennox This announcement is not for distribution directly or indirectly in or into theUnited States, Canada, Australia or Japan. This announcement does not constitutean offer to sell or issue or the solicitation of an offer to buy or acquireshares in the capital of ING UK Real Estate Income Trust Limited in the UnitedStates, Canada, Australia or Japan or any jurisdiction in which such an offer orsolicitation is unlawful. The shares in ING UK Real Estate Income Trust Limitedreferred to in this announcement have not been and will not be registered underthe Securities Act and may not be offered or sold within the United Statesabsent registration or an exemption from registration. No public offering ofsecurities will be made in the United States, Canada, Australia, or Japan. This announcement has been communicated by JPMorgan Cazenove Limited which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority and does not constitute an offer to sell or a solicitation of an offerto purchase any securities. The price of shares and the income from them may godown as well as up and investors may not get back the full amount invested ondisposal of the shares. Investments in property are relatively illiquid andmore difficult to realise than equities or bonds. Yields may vary, and are notguaranteed. There is no guarantee that the market price of shares in the fundwill fully reflect their underlying NAV. APPENDIX: FURTHER DETAILS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT") ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATIONPURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THEEUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM,QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONSTO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHERBEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISAPPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN THE COMPANY. Persons who are invited to and who choose to participate in the Placing, bymaking an oral or written offer to subscribe for Placing Shares (the "Placees"),will be deemed to have read and understood this Announcement, including thisAppendix, in its entirety and to be making such offer on the terms andconditions, and to be providing the representations, warrantiesacknowledgements, and undertakings contained in this Appendix. In particulareach such Placee represents, warrants and acknowledges that it is: (a) a "qualified investor" within the meaning of Article 2(I)(e) of theProspectus Directive (Directive 2003/71/EC); and (b) a Relevant Person (as defined above) (as defined above) and undertakes thatit will acquire, hold, manage or dispose of any Placing Shares that areallocated to it for the purposes of its business; and (c) outside the United States and is subscribing for the Placing Shares for itsown account or is purchasing the Placing Shares for an account with respect towhich it exercises sole investment discretion and that it (and any such account)is outside the United States, within the meaning of Regulation S under theSecurities Act. This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction in which such offer or solicitation is or may be unlawful. ThisAnnouncement and the information contained herein is not for publication ofdistribution, directly or indirectly, to persons in the United States, Canada,Australia, Japan, South Africa or in any jurisdiction in which such publicationor distribution is unlawful. No public offer of securities of the Company isbeing made in the United Kingdom or elsewhere. In particular, the Placing Shares referred to in this Announcement have not beenand will not be registered under the Securities Act and may not be offered, soldor transferred within the United States except pursuant to an exemption from, oras part of a transaction not subject to, the registration requirements of theSecurities Act. The Placing Shares are being offered and sold outside the UnitedStates only and in accordance with Regulation S under the Securities Act. The relevant clearances have not been, and nor will they be, obtained from thesecurities commission of any province of territory of Canada; no prospectus hasbeen lodged with or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the Placing Shares have notbeen, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province or territory of Canada, Australia orJapan. Accordingly, the Placing Shares may not (unless an exemption under therelevant securities laws is applicable) be offered, sold, resold or delivered,directly or indirectly, in or into the United States, Canada, Australia, Japan,South Africa or any other jurisdiction outside the United Kingdom. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission or other regulatoryauthority in the United States, nor have any of the foregoing authorities passedupon or endorsed the merits of the Placing or the accuracy or adequacy of thisAnnouncement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Appendix or theannouncement of which it forms part should seek appropriate advice before takingany action. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove Limited ("JPMC") has entered into a Placing Agreement (the"Placing Agreement") with the Company and ING Real Estate Investment Management(UK) Limited under which JPMC has, on the terms and subject to the conditionsset out therein, undertaken, as agent of the Company, to use all reasonableendeavours to procure Placees to take up the Placing Shares at the PlacingPrice. JPMC itself has no obligation to subscribe for any Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares in thecapital of the Company ("Ordinary Shares") except for the dividend for theperiod ended 30 September 2006 and announced on 2 November 2006 for payment on30 November 2006. In this Appendix, unless the context otherwise requires, Placee means a person(including individuals, funds or others) on whose behalf a commitment tosubscribe for Placing Shares has been given. "Issue Shares" means the PlacingShares and those new Ordinary Shares for which ING REI Investment (UK) B.V. hascommitted to subscribe, as described in this Announcement. Application for listing and admission to trading Application will be made to the Financial Services Authority (the "FSA") foradmission of the Issue Shares to the Official List of the UK Listing Authority(the "Official List") and to London Stock Exchange plc (the "London StockExchange") for admission to trading of the Issue Shares on its market for listedsecurities (together "Admission"). It is expected that Admission will becomeeffective on or around 14 November 2006 and that dealings in the Issue Shareswill commence at that time. Participation in, and principal terms of, the Placing Each Placee's allocation will be confirmed to Placees orally by JPMC followingthe close of the Placing, and a trade confirmation will be dispatched as soon aspossible thereafter. JPMC's oral confirmation to such Placee will constitute anirrevocable legally binding commitment upon such person (who will at that pointbecome a Placee) to subscribe for the number of Placing Shares allocated to itat the Placing Price on the terms and conditions set out in this Appendix and inaccordance with the Company's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to JPMC, to pay to it (or as it may direct) in cleared funds anamount equal to the product of the Placing Price and the number of PlacingShares such Placee has agreed to subscribe. Conditions of the Placing JPMC's obligations under the Placing Agreement in respect of the Placing Sharesare conditional on, inter alia, Admission taking place not later than 8.00 a.m.on 14 November 2006 or such later date as the Company and JPMC may otherwiseagree but not being later than close of business on 14 December 2006. If (i) any of the conditions contained in the Placing Agreement in relation tothe Placing Shares are not fulfilled or waived by JPMC by the respective time ordate where specified (or such later time or date as the Company and JPMC mayagree), (ii) any of such conditions becomes incapable of being fulfilled or(iii) the Placing Agreement is terminated in the circumstances specified below,the Placing in relation to the Placing Shares will lapse and the Placee's rightsand obligations hereunder in relation to the Placing Shares shall cease andterminate at such time and each Placee agrees that no claim can be made by thePlacee in respect thereof. By participating in the Placing each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andwill not be capable of rescission or termination by it. JPMC may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company with the whole or any part of any of the Company'sobligations in relation to the conditions in the Placing Agreement save that theabove condition relating to Admission taking place, and the condition relatingto the consent of the Guernsey Financial Services Commission to the Companyraising up to £35 million by the issue of the Issue Shares, may not be waived.Any such extension or waiver will not affect Placees' commitments as set out inthis Announcement. Neither JPMC nor the Company shall have any liability to any Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in respect ofany decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for anydecision they may make as to the satisfaction of any condition or in respect ofthe Placing generally and by participating in the Placing each Placee agreesthat any such decision is within the absolute discretion of JPMC or the Company. Right to terminate under the Placing Agreement JPMC is entitled, at any time before Admission, to terminate the PlacingAgreement in relation to its obligations in respect of the Placing Shares (aftersuch consultation with the Company as the circumstances shall permit) by givingnotice to the Company in certain circumstances, including a breach of thewarranties given to JPMC in the Placing Agreement or other force majeure event,in each case such as, in the opinion of JPMC (acting in good faith), to bematerially adverse in the context of the Placing. By participating in the Placing Placees agree that the exercise by JPMC of anyright of termination or other discretion under the Placing Agreement shall bewithin the absolute discretion of JPMC and that it need not make any referenceto Placees and that it shall have no liability to Placees whatsoever inconnection with any such exercise. No Prospectus No offering document or prospectus has been or will be submitted to be approvedby the FSA in relation to the Placing and Placees' commitments will be madesolely on the basis of the information contained in this Announcement. EachPlacee, by accepting a participation in the Placing, agrees that the content ofthis Announcement is exclusively the responsibility of the Company and confirmsthat it has neither received nor relied on any other information,representation, warranty, or statement made by or on behalf of the Company orJPMC or any other person and neither JPMC nor the Company nor any other personwill be liable for any Placee's decision to participate in the Placing based onany other information, representation, warranty or statement which the Placeesmay have obtained or received. Each Placee acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in accepting a participation in the Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB00B0LCW208) followingAdmission will take place within the CREST system, subject to certainexceptions. JPMC reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means that it deems necessary ifdelivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this Announcement or would not be consistentwith the regulatory requirements in the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it at the PlacingPrice, the aggregate amount owed by such Placee to JPMC and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions that it has in place with JPMC. It is expected that settlement will be on 14 November 2006 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. 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 LIBOR as determined by JPMC. Each Placee is deemed to agree that, if it does not comply with theseobligations, JPMC may sell any or all of the Placing Shares allocated to thatPlacee on such Placee's behalf and retain from the proceeds, for JPMC'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 shortfallbelow the aggregate amount owed by it and may be required to bear any stamp dutyor stamp duty reserve tax (together with any interest or penalties) which mayarise upon the sale of such Placing Shares on such Placee's 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 Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from my liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties By participating in the Placing each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read this Announcement, including theAppendix, in its entirety; 2. acknowledges that no offering document or prospectus has been prepared inconnection with the placing of the Placing Shares and represents and warrantsthat it has not received a prospectus or other offering document in connectiontherewith; 3. acknowledges that the Ordinary Shares are listed on the Official List, andthe Company is therefore required to publish certain business and financialinformation in accordance with the rules and practices of the FSA, whichincludes a description of the nature of the Company's business and the Company'smost recent balance sheet and profit and loss account, and similar statementsfor preceding financial years and that it is able to obtain or access suchinformation without undue difficulty; 4. acknowledges that neither JPMC nor the Company nor any of their affiliatesnor any person acting on behalf of any of them has provided, and will notprovide it, with any material regarding the Placing Shares or the Company otherthan this Announcement; nor has it requested any of JPMC, the Company, any oftheir affiliates or any person acting on behalf of any of them to provide itwith any such information; 5. acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that neither JPMC nor any person acting on itsbehalf has or shall have any liability for any information, representation orstatement contained in this Announcement or any information previously publishedby or on behalf of the Company and will not be liable for any Placee's decisionto participate in the Placing based on any information, representation orstatement contained in this Announcement or otherwise. Each Placee furtherrepresents, warrants and agrees that the only information on which it isentitled to rely and on which such Placee has relied in committing itself toacquire the Placing Shares is contained in this Announcement and any informationpreviously published by the Company by notification to a Regulatory InformationService, such information being all that it deems necessary to make aninvestment decision in respect of the Placing Shares and that it has neitherreceived nor relied on any other information given or representations,warranties or statements made by any of JPMC or the Company and neither JPMC northe Company will be liable for any Placee's decision to accept an invitation toparticipate in the Placing based on any other information, representation,warranty or statement. Each Placee further acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in deciding to participate in the Placing; 6. acknowledges that neither JPMC nor any person acting on behalf of it nor anyof its affiliates has or shall have any liability for any publicly available orfiled information or any representation relating to the Company, provided thatnothing in this paragraph excludes the liability of any person for fraudulentmisrepresentation made by that person; 7. represents and warrants that it, or the beneficial owner, as applicable, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it and that it has fully observed suchlaws and obtained all such governmental and other guarantees and other consentsin either case which may be required thereunder and complied with all necessaryformalities; 8. represents and warrants that it is, or at the time the Placing Shares areacquired that it will be, the beneficial owner of such Placing Shares, or thatthe beneficial owner of such Placing Shares is not a resident of Australia,Canada, Japan or South Africa; 9. acknowledges that the Placing Shares have not been and will not be registeredunder the securities legislation of the United States, Australia, Canada, Japanor South Africa and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 10. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or with any State or other jurisdiction ofthe United States, nor approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any otherUnited States regulatory authority, and agrees not to reoffer, resell, pledge orotherwise transfer the Placing Shares except outside the United States inoffshore transactions in accordance with Regulation S under the Securities Act,and in any case in compliance with all applicable laws and further agrees tonotify any transferee to whom it subsequently reoffers, resells, pledges orotherwise transfers the Placing Shares for the foregoing restrictions ontransfer; 11. represents and warrants that the issue to it, or the person specified by itfor registration as holder, of Placing Shares will not give rise to a liabilityunder any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositaryreceipts and clearance services) and that the Placing Shares are not beingacquired in connection with arrangements to issue depositary receipts or totransfer Placing Shares into a clearance system; 12. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003(the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 13. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19 and/or 49 of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005, as amended, and undertakes that itwill acquire, hold, manage or dispose of any Placing Shares that are allocatedto it for the purposes of its business; 14. represents and warrants that it has not offered or sold and, prior to theexpiry of a period of six months from Admission, will not offer or sell anyPlacing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the FSMA; 15. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the European Economic Area prior toAdmission except to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or agent) for thepurposes of their business or otherwise in circumstances which have not resultedin and which will not result in an offer to the public in any member state ofthe European Economic Area within the meaning of the Prospectus Directive (whichmeans Directive 2003/71/EC and includes any relevant implementing measure in anymember state); 16. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 17. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving, the UnitedKingdom; 18. represents and warrants that it and any person acting on its behalf isentitled to acquire the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to this participationin 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, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 19. undertakes that it (and any person acting on its behalf) will make paymentfor the Placing Shares allocated to it in accordance with this Announcement onthe due time and date set out herein, failing which the relevant Placing Sharesmay be placed with other subscribers or sold as JPMC may in its sole discretiondetermine and without liability to such Placee; 20. acknowledges that none of JPMC, nor any of its affiliates, nor any personacting on behalf of any of them, is making any recommendations to it, advisingit regarding the suitability of any transactions it may enter into in connectionwith the Placees and that participation in the Placing is on the basis that itis not and will not be a client of JPMC and that JPMC has no duties orresponsibilities to it for providing the protections afforded to its clients orcustomers or for providing advice in relation to the Placing nor in respect ofany representations, warranties, undertakings or indemnities contained in thePlacing Agreement nor for the exercise or performance of any of its rights andobligations thereunder including any rights to waive or vary any conditions orexercise any termination right; 21. undertakes that the person who it specifies for registration as holder ofthe Placing Shares will be (i) itself or (ii) its nominee, as the case may be.Neither JPMC nor the Company will be responsible for any liability to stamp dutyor 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 participatein the Placing and it agrees to indemnify the Company and JPMC in respect of thesame on the basis that the Placing Shares will be allotted to the CREST stockaccount of JPMC who will hold them as nominee on behalf of such Placee untilsettlement in accordance with its standing settlement instructions; 22. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in accordance with the laws ofEngland and it submits (on behalf of itself and on behalf of any person on whosebehalf it is acting) to the exclusive jurisdiction of the English courts asregards any claim, dispute or matter arising out of any such contract, exceptthat enforcement proceedings in respect of the obligation to make payment forthe Placing Shares (together with any interest chargeable thereon) may be takenby the Company or JPMC in any jurisdiction in which the relevant Placee isincorporated or in which any of its securities have a quotation on a recognisedstock exchange; 23. agrees that the Company, JPMC and their respective affiliates and otherswill rely upon the truth and accuracy of the foregoing representations,warranties, acknowledgements and undertakings which are given to JPMC on its ownbehalf and on behalf of the Company and are irrevocable; and 24. agrees to indemnify and hold the Company and JPMC harmless from any and allcosts, claims, 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 andfurther agrees that the provisions of this Appendix shall survive aftercompletion of the Placing. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor JPMCwill be responsible. If this is the case, each Placee should seek its own adviceand notify JPMC accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themof any Placing Shares or the agreement by them to subscribe for any PlacingShares. When a Placee or person acting on behalf of the Placee is dealing with JPMC, anymoney held in an account with JPMC on behalf of the Placee and/or any personacting on behalf of the Placee will not be treated as client money within themeaning of the rules and regulations of the FSA made under the FSMA. The Placeeacknowledges that the money will not be subject to the protections conferred bythe client money rules; as a consequence, this money will not be segregated fromJPMC 's money in accordance with the client money rules and will be used by JPMCin the course of its own business; and the Placee will rank only as a generalcreditor of JPMC. All times and dates in this Announcement may be subject to amendment. JPMC shallnotify the Placees and any person acting on behalf of the Placees of anychanges. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Picton Prop