16th Nov 2006 07:02
Tarsus Group PLC16 November 2006 16 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, REPUBLIC OF SOUTH AFRICA,REPUBLIC OF IRELAND OR JAPAN Tarsus Group plc Acquisition of Medical Conferences International Inc. and Vendor Placing Tarsus Group plc ("Tarsus" or "the Company") (LSE: TRS), the international mediagroup with interests in exhibitions, conferences, publishing and online media,is pleased to announce that it has agreed to acquire 80% of the issued share capital of Medical Conferences International Inc. ("MCII") (the "Acquisition")from Dr. Robert Goldman MD, PhD, DO, FAASP, and Dr. Ronald Klatz MD, DO (the"Vendors"). The total consideration for the Acquisition is US$46.0 million plus an amountequal to the net assets of MCII on completion which is estimated to be US$3.0million. US$36.0 million (approximately £19.1 million) of the consideration ispayable to the Vendors in cash on completion (the "initial consideration") andup to a further US$10 million is payable as deferred consideration. Thedeferred consideration is payable over up to five years subject to certain performance criteria relating to the level of growth achieved by MCII over a 5year period. The payment for MCII's net assets is payable in cash followingpreparation of completion accounts. The Company is also pleased to announce that KBC Peel Hunt Ltd ("KBC Peel Hunt")has conditionally placed 5,304,107 new ordinary shares of 5p each in theCompany ("Ordinary Shares") by way of a vendor placing to raise approximately£11.0 million to partially fund the initial consideration (the "VendorPlacing"). The Vendor Placing has been fully underwritten by KBC Peel Hunt.Further, the Company has today extended its existing bank facility with RoyalBank of Scotland by £10 million, repayable over a 5 year period, to fund thebalance of the initial consideration. In the year to 31 December 2005, MCII's unaudited turnover was US$3.9 million,adjusted profits before tax was US$1.7 million and gross assets were US$1.9million. The Vendors have warranted that adjusted pre-tax profits for the yearto 31 December 2006 will be not less than US$5.5 million. Completion of the Acquisition is conditional, inter alia, on completion of theVendor Placing, which is expected to occur on 21 November 2006. Information on MCII MCII, founded in 2003 by Dr Goldman and Dr Klatz, owns and operates the threeleading medical sector exhibitions and conferences in the US anti-ageing marketwhich take place annually in Orlando (April), Chicago (July) and Las Vegas(December). The upcoming event in December 2006 is expected to be attended by atleast 5,000 doctors and healthcare professionals, and for many of them willcontribute towards ongoing professional accreditation. MCII has been expanding the brand internationally using joint venture partnersand 27 small conferences worldwide are scheduled for 2007. Dr Robert Goldman (aged 51) is the Chairman of the American Academy ofAnti-Ageing Medicine ("A4M") and (with Dr Ronald Klatz) the Founding Presidentof the National Academy of Sports Medicine, USA. He has spearheaded thedevelopment of numerous international medical organizations and corporations andhas received a number of awards including the International Olympic CommitteeTribute Diploma for the Development of Sport and Olympism and the Global Medalfor Science. He is currently Chairman of the International Medical Commissionoverseeing sports medicine committees in over 176 nations. He visits an averageof 20 countries annually to promote brain research and sports medicineprogrammes. Dr Ronald Klatz (aged 51) is the developer or administrator for over 100scientific patents and has received a number of awards in recognition. In hiscapacity as A4M president, he oversees continuing medical programmes for morethan 11,500 physicians, health practitioners and scientists worldwide. He haspublished a number of books in the anti-ageing field and numerous articles inrelated journals. He is a respected advisor to several members of the USCongress and devotes much of his time to research. Dr. Goldman and Dr. Klatz will remain with the business, on substantiallysimilar terms and conditions as prior to the Acquisition, to continue to driveits expansion. Background to the anti-ageing market Anti-ageing medicine is a fast growing clinical medical specialty and anextension of preventive health care and is based on the early detection,prevention, and reversal of ageing-related diseases and aesthetic procedures.Alzheimer's disease, cataracts, prostate and skin cancer, impotence,osteoporosis and dementia and cosmetic and transplant surgery are just someexamples of such diseases and procedures. With early detection and appropriateintervention, many diseases can be prevented, cured, or have their downwardcourse reversed. The science is multi-disciplinary covering not only established fields likebiochemistry, biology, and physiology, but extending into mind/body medicine,sports medicine, molecular genetics, and emerging medical technologies. In 2005, the Business Communications Company Inc. (a US research company)estimated that turnover in the US anti-ageing medical marketplace would reachsome $49 billion in 2005 and would grow to some $72 billion by 2009, a compoundgrowth rate of 10% p.a. Building on Tarsus's growing core business, which is currently trading in linewith management's expectations, the Acquisition provides Tarsus with a newbusiness division in a fast growing market. Tarsus now has five business divisions covering seven market sectors. Tarsus's current sales, operating andadministrative infrastructure will strengthen MCII's market position andtogether MCII's conferences and exhibitions are expected to expand rapidly, withtheir main focus being in the United States. The Acquisition will increaseTarsus's scale and will therefore provide it with a broader and morediversified business. The Board believes that the Acquisition will be earningsper share enhancing in the current financial year and first full year ofownership. Commenting on the Acquisition, Douglas Emslie, Group Managing Director ofTarsus, said: "We are delighted to be able to acquire MCII at this early stage of itsdevelopment. MCII has already shown its ability to grow and is in a sector ofthe medical market which is itself expanding rapidly. This acquisition takesTarsus into a fast growing area and further broadens the number of sectors weserve." Vendor Placing Part of the initial consideration for the Acquisition will be satisfied by aVendor Placing to raise approximately £11.0 million (£10.5 million net ofexpenses in relation to the Vendor Placing and the Acquisition). KBC Peel Huntas agent for the Company, has conditionally placed 5,304,107 Ordinary Sharesrepresenting 9.9% of the existing issued share capital of the Company withinstitutional investors (the "Placing Shares") at a placing price of 207p pernew Ordinary Share (the "Placing Price"). The Placing Price represents adiscount of 3.6% to the closing mid-market price of 214.625p per share on 15November 2006. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the existing Ordinary Shares, including the right toreceive any future dividends and other distributions. The Acquisition and theVendor Placing, which has been fully underwritten by KBC Peel Hunt, areconditional on Admission. Attention is drawn to the detailed terms andconditions of the Vendor Placing described in the appendix to this announcement. Application will be made for admission of the Placing Shares to the OfficialList of the United Kingdom Listing Authority and to trading on London StockExchange plc's market for listed securities ("Admission") and it is expected that dealings in the Placing Shares will commence at 8.00 a.m. on 21 November2006. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investmentadvice in any jurisdiction. KBC Peel Hunt, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for Tarsus and for no one else solely inconnection with the Vendor Placing and will not be responsible to anyone otherthan Tarsus for providing the protections afforded to the customers of KBC PeelHunt or for providing advice in relation to the Vendor Placing. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This written announcement is not an offer of securities for sale or asolicitation of any offer to purchase securities in the United States. PlacingShares may not be offered or sold in the United States absent registration underthe US Securities Act of 1933, as amended (the 'US Securities Act') or anexemption therefrom. The Company has not and does not intend to register anysecurities under the US Securities Act and does not intend to offer anysecurities to the public in the United States. No money, securities or otherconsideration from any person inside the United States is being solicited and,if sent in response to the information contained in this announcement, will notbe accepted. The Placing Shares have not been and will not be registered withany regulatory authority of any state within the United States. Enquiries: Tarsus Group plc 020 8846 2700Douglas Emslie, Group Managing Director KBC Peel Hunt Ltd 020 7418 8900Megan MacIntyre, Corporate Finance Media:Madano Partnership 020 7593 4000Matthew Moth APPENDIX: TERMS AND CONDITIONS OF THE VENDOR PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, 'THIS ANNOUNCEMENT'), IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, REPUBLIC OF SOUTH AFRICA, REPUBLIC OF IRELAND OR JAPAN IMPORTANT INFORMATION ON THE VENDOR PLACING FOR PLACEES ONLY Members of the public are not eligible to participate in the Vendor Placing.This announcement and the terms and conditions set out herein are directed onlyat persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposesof their business and who have professional experience in matters relating toinvestments and are (1) qualified investors as defined in section 86(7) of theFinancial Services and Markets Act 2000 ("FSMA"), being persons falling withinthe meaning of article 2.1(e)(i), (ii) or (iii) of Directive 2003/71/ec (the"Prospectus Directive") and (2) fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the"Order") or are persons who fall within article 49(2)(a) to (d) ('high networth companies, unincorporated associations, etc') of the order or to whom itmay otherwise lawfully be communicated (all such persons together beingreferred to as "Permitted Persons"). This announcement and the terms andconditions set out herein must not be acted on or relied on by persons who arenot Permitted Persons. Any investment or investment activity to which thisAppendix and the terms and conditions set out herein relates is available onlyto Permitted Persons and will be engaged in only with Permitted Persons. Personsdistributing this announcement and this appendix must satisfy themselves that itis lawful to do so. This announcement and this appendix does not constitute anoffer for sale or subscription of any securities in Tarsus. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, asamended (the "US Securities Act") or under any applicable State securitieslaws, and may not be offered or sold in the United States except pursuant to an exemption from, or as a part of a transaction not subject to, the registrationrequirements of the US Securities Act and the securities laws of any applicablestate absent registration. Persons who chose to participate in the Vendor Placing ("Placees") are deemed tohave read and understood this Announcement in its entirety and to be makingsuch offer on the terms and conditions contained in this Appendix, and to beproviding the representations, warranties, agreements, acknowledgements andundertakings, in each case as contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that it: - is a Permitted Person and undertakes that it will acquire, hold, manage ordispose of any Placing Shares that are allocated to it for the purposes of itsbusiness; and - is outside the United States and is acquiring the Placing Shares in an'offshore transaction' (within the meaning of Regulation S under the USSecurities Act). This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Ordinary Shares in the UnitedStates, Canada, Australia, New Zealand, Republic of South Africa, Republic ofIreland or Japan or in any other jurisdiction in which such offer orsolicitation is or may be unlawful and the information contained herein is notfor publication or distribution to persons in the United States, Canada,Australia, New Zealand, Republic of South Africa, Republic of Ireland or Japanor any jurisdiction in which such publication or distribution is unlawful.Persons receiving this Announcement (including, without limitation, custodians,nominees and trustees) must not distribute, mail or send it in, into or fromthe United States, or use the United States mails, directly or indirectly, inconnection with the Vendor Placing, and by so doing may invalidate any relatedpurported application for Placing Shares. The Placing Shares have not been andwill not be registered under the US Securities Act or under the securities lawsof any State or other jurisdiction of the United States, and, subject to certainexceptions from the appropriate requirements of such jurisdiction, may not beoffered or sold, resold or delivered, directly or indirectly in or into theUnited States, or to, or for the account or benefit of, US persons (as definedin Regulation S within the meaning of the US Securities Act). No publicoffering of the Placing Shares is being made in the United States. The PlacingShares are being offered and sold outside the United States in reliance onRegulation S. Until the expiration of 40 days after the closing of the VendorPlacing, an offer or sale of the Placing Shares sold in reliance uponRegulation S within the United States or to, or for the account or benefit of,US persons may violate the registration requirements of the US Securities Act. The distribution of this Announcement and the Vendor Placing and/or issue ofOrdinary Shares in certain other jurisdictions may be restricted by law. Noaction has been taken by the Company or KBC Peel Hunt that would permit an offer of Ordinary Shares or possession or distribution of this Announcement orany other offering or publicity material relating to such Ordinary Shares inany jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and KBC Peel Huntto inform themselves about and to observe any such restrictions. KBC Peel Hunt has today entered into a vendor placing agreement (the "PlacingAgreement") with the Company whereby KBC Peel Hunt has, on the terms andsubject to the conditions set out therein, agreed to use its reasonableendeavours as agent for and on behalf of the Company to procure Placees for thePlacing Shares and, failing which, to subscribe itself for Placing Shares. The Placing Shares will be issued credited as fully paid, will be issued subjectto the memorandum and articles of association of the Company and will rank paripassu in all respects with the existing Ordinary Shares, including the right toreceive any future dividends and other distributions. Application will be made for admission of the Placing Shares to the OfficialList of the United Kingdom Listing Authority and to trading on London StockExchange plc's market for listed securities ("Admission") and it is expected that dealings in the Placing Shares will commence at 8.00 a.m. on 21 November2006. By participating in the Vendor Placing, Placees are deemed to have read andunderstood this Announcement in its entirety and have made an offer for PlacingShares on the terms and conditions, and to be providing the representations,warranties, acknowledgements and undertakings, contained in this Appendix. Each Placee's obligations are owed to the Company and to KBC Peel Hunt. EachPlacee has an immediate, separate, irrevocable and binding obligation, owed toKBC Peel Hunt, to pay to it (or as it may direct) in cleared funds an amountequal to the product of the Placing Price and the number of Placing Shares suchPlacee has agreed to subscribe for. All obligations under the Vendor Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Vendor Placing". Conditions of the Vendor Placing The Vendor Placing is conditional on the Placing Agreement becomingunconditional in all respects and not having been terminated in accordance withits terms. The obligations of KBC Peel Hunt under the Placing Agreement areconditional, inter alia, on: (a) each condition to the Acquisition agreement either (1) having been satisfied; (2) being capable of being satisfied contemporaneously with the Vendor Placing; or (3) having been unconditionally waived in full. (b) The Placing Agreement having become unconditional in all respects and not having been terminated prior to Admission; and (c) Admission taking place not later than 8.00 a.m. on 21 November 2006 or such later date (not being later than 28 November 2006) as the Company and KBC Peel Hunt may in their discretion determine; If (a) any of the conditions contained in the Placing Agreement are notfulfilled or waived by KBC Peel Hunt by the respective time or date wherespecified (or such later time or date as KBC Peel Hunt and the Company may agreebut not later than 8.00 a.m. on 28 November 2006), (b) any such conditionbecomes incapable of being fulfilled and KBC Peel Hunt informs the Company thatit will not waive such condition or (c) the Placing Agreement is terminated inthe circumstances specified below, the Vendor Placing will lapse and thePlacees' rights and obligations hereunder shall cease and terminate at suchtime and each Placee agrees that no claim can be made by or on behalf of thePlacee (or any person on whose behalf the Placee is acting) in respect thereof. By participating in the Vendor Placing, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andunder "Right to terminate the Placing Agreement" below and will not be capableof rescission or termination by it. KBC Peel Hunt may, in its absolute discretion, waive or extend the time forfulfilment of any of the conditions in the Placing Agreement, save providedthat such extension shall not be beyond 8.00 a.m. on 28 November 2006 and savethat KBC Peel Hunt will not waive the condition that Admission takes place. Anysuch extension or waiver will not affect Placees' commitments as set out inthis Announcement. Neither KBC Peel Hunt nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision either of them may make as to whether or not to waive orto extend the time and/or date for the satisfaction of any condition to theVendor Placing nor for any decision either of them may make as to thesatisfaction of any condition or in respect of the Vendor Placing generally. Right to terminate the Placing Agreement KBC Peel Hunt may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement in certain circumstanceswhich are usual for a transaction of this nature, including circumstances of force majeure or material adverse changes in the financial markets, as moreparticularly described in the Placing Agreement. If the obligations of KBC Peel Hunt under the Placing Agreement are terminatedin accordance with its terms, the rights and obligations of each Placee inrespect of the Vendor Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respectthereof. By participating in the Vendor Placing each Placee agrees with KBCPeel Hunt that the exercise by KBC Peel Hunt of any right of termination orother discretion under the Placing Agreement shall be within the absolutediscretion of KBC Peel Hunt and that KBC Peel Hunt need not make any referenceto any such Placee and that KBC Peel Hunt shall have no liability whatsoever toany such Placee (or to any other person whether acting on behalf of a Placee orotherwise) in connection with the exercise of such rights. No Prospectus No prospectus has been or will be submitted to be approved by the FinancialServices Authority ("FSA") in relation to the Vendor Placing and Placees'commitments have been made solely on the basis of the information contained inthis Announcement. Each Placee, by accepting a participation in the VendorPlacing, agrees and confirms that it has neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofKBC Peel Hunt or the Company and neither the Company nor KBC Peel Hunt will beliable for any Placee's decision to participate in the Vendor Placing based onany other information, representation, warranty or statement. Each Placeeacknowledges and agrees that it has relied on its own investigation of thebusiness, financial or other position of the Company in accepting aparticipation in the Vendor Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB0000675339,Sedol code: 0067533) following Admission will take place within the CRESTsystem, subject to certain exceptions. KBC Peel Hunt reserves the right torequire settlement for and delivery of the Placing Shares to Placees by suchother means that it deems necessary if delivery or settlement is not possibleor practicable within the CREST system within the timetable set out in thisAnnouncement or would not be consistent with the regulatory requirements in anyPlacee's jurisdiction. Each Placee allocated Placing Shares in the Vendor Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to KBC Peel Hunt and settlementinstructions. Placees should settle against CREST ID: 546. It is expected thatsuch trade confirmation will be despatched today, 16 November 2006 and thatthis will also be the trade date. Each Placee agrees that it will do all thingsnecessary to ensure that delivery and payment is completed in accordance witheither the standing CREST or certificated settlement instructions which it hasin place with KBC Peel Hunt. It is expected that settlement will be on 21 November 2006 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. Interest ischargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentagepoints above prevailing LIBOR as determined by KBC Peel Hunt. Each Placee isdeemed to agree that if it does not comply with these obligations, KBC Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on suchPlacee's behalf and retain from the proceeds, for KBC Peel Hunt's account andbenefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfallbetween the net proceeds of such sale and the Vendor Placing proceeds of suchPlacing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set outor referred to in this Announcement) which may arise upon the sale of suchPlacee's Placing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the nameof any person for whom a Placee is contracting as agent or that of a nomineefor such person, such Placing Shares should, subject as provided below (and inparticular subject to paragraph 15 below), be so registered free from anyliability to UK stamp duty or stamp duty reserve tax. No Placee (or any nomineeor other agent acting on behalf of a Placee) will be entitled to receive any feeor commission in connection with the Vendor Placing. Representations and Warranties By participating in the Vendor Placing each Placee (and any person acting on such Placee's behalf): 1. represents and warrants that it has received this Announcement solely for its use and has not redistributed or duplicated it; 2. represents and warrants that it has not received a prospectus or otheroffering document in connection with the Vendor Placing and acknowledges thatno prospectus or other offering document has been prepared in connection withthe Vendor Placing; 3. represents and warrants that it is not entitled to rely on any information(including, without limitation, any information contained in any managementpresentation given in relation to the Vendor Placing) other than that containedin this announcement (including this appendix); 4. 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, which includes 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; 5. acknowledges that neither of KBC Peel Hunt nor any of its parent undertakingsand its and their respective subsidiary undertakings and any undertaking inwhich any of them has a participating interest (as those terms are defined inthe Companies Act 1985) and each of their respective current or formerdirectors, officers, employees and agents ("Affiliates") nor any person actingon behalf of KBC Peel Hunt or its Affiliates has provided, and will not provideit with any material regarding the Placing Shares or the Company other than thisAnnouncement; nor has it requested KBC Peel Hunt, any of its Affiliates or anyperson acting on behalf of KBC Peel Hunt or any of its Affiliates to provide itwith any such information; 6. acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that neither KBC Peel Hunt, nor any of itsAffiliates nor any person acting on behalf of KBC Peel Hunt or its Affiliateshas or shall have any liability for any information, representation orstatement contained in this Announcement or any information previouslypublished by or on behalf of the Company and will not be liable for any Placee'sdecision to participate in the Vendor Placing based on any information,representation or statement contained in this Announcement or otherwise. EachPlacee represents, warrants and agrees that it has relied on its owninvestigation with respect to the Placing Shares and the Company in connectionwith its decision to subscribe for the Placing Shares and acknowledges that itis not relying on any investigation that KBC Peel Hunt, any of its Affiliates orany person acting on behalf of KBC Peel Hunt or its Affiliates may haveconducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respectthereto. Nothing in this paragraph shall exclude the liability of any personfor fraudulent misrepresentation; 7. acknowledges that it has not relied on any information relating to theCompany contained in any research reports prepared by KBC Peel Hunt, any of itsAffiliates or any person acting on behalf of KBC Peel Hunt or its Affiliates andunderstands that neither KBC Peel Hunt, nor any of its Affiliates nor any personacting on behalf of KBC Peel Hunt or its Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the Announcement or otherwise; and (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the Announcement or otherwise; 8. 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, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which maybe required thereunder and complied with all necessary formalities; 9. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to subscribe for the Placing Shares and toexecute and deliver all documents necessary for such subscription; 10. represents and warrants that it will be the beneficial owner of such PlacingShares and that the beneficial owner of such Placing Shares will not at thetime the Placing Shares are acquired be a resident of the United States, Canada,Australia, New Zealand, Republic of South Africa, Republic of Ireland or Japan; 11. acknowledges that the Placing Shares have not been and will not beregistered under the US Securities Act or under the securities laws of any ofthe States of the United States, or under the securities legislation of theUnited States, Canada, Australia, New Zealand, Republic of South Africa,Republic of Ireland or Japan and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions; 12. represents and warrants that it is not a resident of, or located in, theUnited States and is purchasing the Placing Shares in an 'offshore transaction'in accordance with Regulation S under the US Securities Act; 13. acknowledges (and confirms that each beneficial owner of the Placing Shareshas been advised) that the Placing Shares have not been and will not beregistered under the US Securities Act or under any applicable State securities laws, nor approved or disapproved by the US Securities and Exchange Commission,any State securities commission in the United States or any other United Statesregulatory authority; 14. represents and warrants that if it is a pension fund or investment company,its purchase of Placing Shares is in full compliance with applicable laws andregulations; 15. represents and warrants that the allocation, allotment, issue and deliveryto it, or the person specified by it for registration as holder, of PlacingShares will not give rise to a liability under any of sections 67, 70, 93 or 96of the Finance Act 1986 (depositary receipts and clearance services) and thatthe Placing Shares are not being subscribed for by it in connection witharrangements to issue depositary receipts or to transfer Placing Shares into aclearance system; 16. represents and warrants that it has complied with its obligations inconnection with the prevention of money laundering and terrorist financingunder the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the 'Regulations') and, if making payment on behalfof a third party, that satisfactory evidence has been obtained and recorded byit to verify the identity of the third party as required by the Regulations; 17. represents and warrants that it and any person acting on its behalf is aperson falling within article 19(1) and/or 49(2) of the Order and undertakesthat it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 18. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes oftheir business or otherwise in circumstances which have not resulted and whichwill not result in an offer to the public in the United Kingdom within themeaning of section 85(1) of the FSMA; 19. 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 notresulted and which will not result in an offer to the public in any member stateof the European Economic Area within the meaning of the Prospectus Directive(which means Directive 2003/71/EC and includes any relevant implementingmeasure in any member state); 20. 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 inwhich section 21(1) of the FSMA does not require approval of the communicationby an authorised person; 21. represents and warrants that it is a qualified investor as defined insection 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i),(ii) or (iii) of the Prospectus Directive; 22. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA in force from time to time with respect toanything done by it in relation to the Placing Shares in, from or otherwiseinvolving the United Kingdom; 23. represents and warrants that it and any person acting on its behalf isentitled to subscribe for 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 participating inthe Vendor Placing and to perform its obligations in relation thereto(including, without limitation, in the case of any person on whose behalf it isacting, all necessary consents and authorities to agree to the terms set out orreferred to in this Announcement) and will honour such obligations; 24. 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 Shares may be placed with other subscribers or sold as KBC Peel Hunt may in its solediscretion determine and it will remain liable for any shortfall below the netproceeds of such sale and the Vendor Placing proceeds of such Placing Shares andmay be required to bear any stamp duty for stamp duty reserve tax (together withany interest or penalties due pursuant to the terms set out or referred to inthis Announcement) which may arise upon the sale of such Placee's Placing Shareson its behalf; 25. acknowledges that neither KBC Peel Hunt, nor any of its Affiliates nor anyperson acting on behalf of KBC Peel Hunt or its Affiliates is making anyrecommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Vendor Placing nor providing advice inrelation to the Vendor Placing nor in respect of any representations,warranties, undertakings or indemnities contained in the Placing Agreement northe exercise or performance of any of KBC Peel Hunt's rights and obligationsthereunder including any rights to waive or vary any conditions or exercise anytermination right; 26. 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 KBC Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Vendor Placing and it agrees to indemnify the company and KBC Peel Hunt in respect of the same on the basis that the Placing Shares willbe credited to the CREST stock account of KBC Peel Hunt (CREST ID: 546) whowill hold them as nominee for the subscribers of such shares until settlement inaccordance with its standing settlement instructions; 27. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courtsof England as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or KBC Peel Hunt in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange; 28. acknowledges that KBC Peel Hunt may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected or associated person to do so; 29. agrees that the Company, KBC Peel Hunt and others will rely upon the truthand accuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to KBC Peel Hunt on its own behalf and on behalfof the Company and are irrevocable; and 29. agrees to indemnify and hold the Company and KBC Peel Hunt harmless from anyand all costs, claims, liabilities and expenses (including legal fees andexpenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Vendor Placing. The acknowledgements, undertakings, representations and warranties referred toabove are given to each of the Company and KBC Peel Hunt and are irrevocable.The Company and KBC Peel Hunt will rely upon the truth and accuracy of theforegoing acknowledgements, undertakings, representations and warranties. The rights and remedies of the Company and KBC Peel Hunt under these terms andconditions are in addition to any rights or remedies which would otherwise beavailable to each of them and the exercise or partial exercise of one will not prevent the exercise of others. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agentor nominee of a person to whom a depositary receipt may be issued or who willhold the Placing Shares in a clearance service, or any arrangementssubsequently to transfer the Placing Shares, may give rise to UK stamp dutyand/or stamp duty reserve tax, for which neither the Company nor KBC Peel Huntwill be responsible and the Placee to whom (or on behalf of whom, or in respectof the person for whom it is participating in the Vendor Placing as an agent ornominee) the allocation, allotment, issue or delivery of Placing Shares hasgiven rise to such UK stamp duty or stamp duty reserve tax undertakes to paysuch UK stamp duty or stamp duty reserve tax forthwith and to indemnify on anafter-tax basis and to hold harmless the Company and KBC Peel Hunt in the eventthat any of the Company and/ or KBC Peel Hunt has incurred any such liabilityto UK stamp duty or stamp duty reserve tax. In addition, Placees should notethat they will be liable to pay any stamp duty and all other stamp, issue,securities, transfer, registration, documentary or other duties or taxes(including any interest, fines or penalties relating thereto) payable outsidethe UK by them or any other person on the subscription by them for any PlacingShares or the agreement by them to subscribe for any Placing Shares. All times and dates in this Announcement may be subject to amendment. KBC PeelHunt shall notify the Placees and any person acting on behalf of the Placees ofany changes. This Announcement has been issued by the Company and is the sole responsibility of the Company. KBC Peel Hunt, which is authorised and regulated by the FSA, is actingexclusively for the Company and for no one else solely in connection with theVendor Placing and will not be responsible to anyone other than the Company forproviding the protections afforded to the customers of KBC Peel Hunt or forproviding advice in relation to the Vendor Placing or any transaction orarrangement referred to herein. KBC Peel Hunt can be contacted at 111 Old BroadStreet, London EC2N 1PH. When a Placee or person acting on behalf of the Placee is dealing with KBC PeelHunt, any money held in an account with KBC Peel Hunt on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under theFSMA. The Placee acknowledges that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from KBC Peel Hunt's money in accordance with the clientmoney rules and will be used by KBC Peel Hunt in the course of its ownbusiness; and the Placee will rank only as a general creditor of KBC Peel Hunt. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tarsus