2nd Jun 2005 07:02
Expro International Group PLC02 June 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN For immediate release, 2 June 2005 Expro International Group PLC ("Expro" or the "group") Placing to raise approximately £26 million Expro, a leading international oilfield services company headquartered in theUK, today announces a placing of new ordinary shares ("Placing"): Highlights • Placing to raise approximately £26 million through the issue of 6,640,000 new ordinary shares at 390 pence per share • The Placing represents approximately 9.99 per cent of the current issued share capital • The group continues to successfully implement its stated strategy, which is reflected in its performance during 2004/5 • The group has continued to be successful in winning new business • Expro has invested heavily in new projects and technology during 2004/5 and complemented this investment with a number of acquisitions to gain additional market leading technologies. • The scale of new business opportunities available to Expro will require continued investment in the organic growth of the business during 2005/6 • The business will be strengthened by an issue of equity • Proceeds to be used to - refinance the recent acquisitions of DHVI, RMI and Plus Design - provide funds to support the next phase of Expro's development • The Board is confident that investment in new business opportunities and the introduction of new technologies should accelerate and underpin future revenue and profit growth in the group and materially enhance the longer term prospects and competitiveness of the business. Expro Chief Executive, Graeme Coutts, said: "I am very pleased to announce today a set of results that reflect in financialterms the continued progress Expro has made implementing the strategy announced18 months ago. Our increased customer focus and technology development has notonly reversed the previous downward sales trend, it has also generated recordlevels of new business enquiries and provided improved earnings visibility.Global market conditions for Expro's products and services have strengthened inthe past year and, with earnings now benefiting from the group's highoperational gearing, the outlook for 2005/06 and beyond is positive. Against a background of gathering momentum within Expro, and increasing newbusiness opportunities for our products and services, we announced today thelaunch of a non pre-emptive cash placing of shares. The proceeds of this placingwill be used to refinance our successful recent acquisitions and support thenext phase of the group's development." Enquiries to: Expro International Group PLC 0118 959 1341 Graeme CouttsMichael SpeakmanColin Ainger JPMorgan Cazenove Limited 020 7588 2828 Shona GrahamChris Byrne Weber Shandwick Square Mile 020 7067 0700 Mike KirkRachel Taylor JPMorgan Cazenove Limited, which is authorised and regulated by the FinancialServices Authority, are acting for Expro in connection with the Placing andno-one else and will not be responsible to anyone other than Expro for providingthe protections afforded to its client or for providing advice in relation tothe Placing or any other matter referred to in this Announcement. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy or acquire shares in Expro in the United States, Canada, Australiaor Japan or in any other jurisdiction in which such an offer or solicitation isunlawful. The Placing Shares have not been, and will not be, registered underthe United States Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an exemption from registration.There will be no public offering of securities in any jurisdiction includingwithout limitation the United States. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Expro International Group PLC ("Expro" or the "group") Placing to raise approximately £26 million Background to the Placing Expro is a leading international oilfield services company, supplying servicesand products which are fundamental to the safe, efficient and economicexploitation of hydrocarbon reserves. Expro provides a range of high value-added, differentiated products andservices, focused on enhancing well performance and optimising reservoirproduction. The group has a broad client base which includes virtually all ofthe world's major global and national oil and gas companies. At the time of its interim results in December 2003, the group announced a newre-focused strategy aimed at restoring organic growth to the business after aperiod of decline. The reversal of the sales trend, together with the group'shigh operating leverage, was planned to rapidly restore the group's financialperformance to more acceptable levels. The Board indicated that it expected thebenefits of its re-focused strategy to become evident during the year to 31March 2005. The strategy essentially had four key areas of focus: • Re-establish Expro Americas: to return US operations to profit and redevelop the region's business to be less dependant upon the shallow water Gulf of Mexico market; • Re-engineer Expro geographically: to realign the group's focus on territories with large, rapidly growing, technically demanding markets; • Develop an outstanding technology portfolio: to develop and acquire high value technology to create and maintain competitive advantage and market leadership; and • Increase drive in sales and marketing: to increase the competence, capability and capacity of sales and marketing activity of the group, to enhance the service offered to clients. Management has, over the past eighteen months, been successful in implementingthis strategy. The commercial and financial benefits anticipated by managementat the time have been delivered in full, and this, together with the improvedmarket conditions, is reflected in the performance of the group during the yearended 31 March 2005. The group has reversed the effects of the operationalgearing, which had been a feature of prior years' results, and has reportedsignificant improvements in both profitability and earnings per share. Since announcing its re-focused strategy, the group has invested £14 million inthree important acquisitions that have each complemented and materiallystrengthened the pre-existing, internal technology development capability: • Down Hole Video International ("DHVI"), a provider of downhole video technology for its cased hole services business, acquired for £6.3 million in April 2005; • Read Matre Instruments ("RMI"), a supplier of subsea sensor and monitoring technologies, acquired for £6.4 million in February 2005; • Plus Design, a provider of specialist permanent monitoring systems for use with Electric Submersible Pumps, acquired for £1.5 million in June 2004. These acquisitions provide additional market leading technologies whichcomplement existing technologies in the group and enhance, and more importantlydifferentiate, the products and services the group is able to offer its clients. Also during the last 18 months, Expro has been increasingly successful inwinning new business. The renewal and expansion of traditional long termcontracts, such as the recently announced North Sea contracts for Shell,Talisman and bp, has been supplemented by the group securing large projectdriven contracts for Subsea and Early Production Facilities ("EPF"). Capitalexpenditure of approximately £30 million has been invested in the year 2004/05(more than £16 million higher than the prior year) in support of major projects,including an EPF for ExxonMobil's high profile Chayvo development on SakhalinIsland. The Board believes that, given the scale of the new businessopportunities currently available to the group, continued investment in theorganic growth of the business during 2005/6 will require capital expenditure ofa similar level to that incurred during 2004/5. This belief is evidenced by therecently announced Subsea contract award for Tahiti, Chevron's flagship fielddevelopment in the Gulf of Mexico, and numerous subsea and well test awards forWest Africa. The Board is confident that this investment in new projects and the introductionof new technologies should accelerate and underpin future revenue and profitgrowth in the group and materially enhance the longer term prospects andcompetitiveness of the business. Reasons for the Placing Against the background of the opportunities and growth described above, theBoard considers that the business would be strengthened by an issue of equity,with the funds applied to • Refinance the £14 million total financing costs of the acquisitions of DHVI, RMI and Plus Design; and • Provide funds to support the next phase of Expro's development. Current trading and future prospects The group's preliminary results for 2004/5, announced today, are at the upperend of market expectations, and reflect in financial terms the continuedprogress Expro has made implementing the strategy announced 18 months ago. Ourincreased customer focus and technology development has not only reversed theprevious downward sales trend, it has also generated record levels of newbusiness enquiries and provided improved earnings visibility. Global marketconditions for Expro's products and services have strengthened in the past yearand with earnings now benefiting from the company's high operational gearing,the outlook for 2005/06 and beyond is positive. In order to capitalise on the current increase in the momentum of the business,we announced today the launch of a non-pre-emptive cash placing of shares. Theproceeds of the placing will be used to refinance recent acquisitions andsupport the next phase of Expro's development. Following the placing, the Boardis confident that the group's outlook for 2005/6 will remain in line with themarket's current expectations for earnings per share (pre goodwill andexceptional items). Details of the Placing The Placing, by JPMorgan Cazenove Limited of 6,640,000 new ordinary shares of 10pence each (the "Placing Shares") at a Placing Price of 390 pence (the "PlacingPrice") is to raise approximately £26 million in cash and representsapproximately 9.99 per cent of Expro's existing issued share capital. ThePlacing Shares will rank pari passu with existing issued shares, including theright to receive all future dividends. Application will be made for the PlacingShares to be admitted to the Official List maintained by the UK ListingAuthority and to be admitted to trading by the London Stock Exchange on its mainmarket for listed securities. Admission of the Placing Shares to the OfficialList is expected to take place on 7 June 2005. The Placing will be conducted in accordance with the terms and conditions setout in the appendix to this Announcement (the "Appendix"). Any prospectiveplacee that wishes to participate in the Placing (and who is eligible to do soin accordance with the terms of the Appendix) will be making an offer to acquirePlacing Shares and will be deemed to have read and understood the Appendix inits entirety and to be participating on the terms and conditions, and to bemaking the representations, warranties, acknowledgements and undertakings,contained in the Appendix. Members of the general public are not eligible to take part in the Placing. ThisAnnouncement and the Appendix and the terms and conditions set out herein, in sofar as they constitute an invitation or inducement to participate in thePlacing, are directed only at persons whose ordinary activities involve them inacquiring, holding, managing and disposing of investments (as principal oragent) for the purposes of their business and who have professional experiencein matters relating to investments and who fall within article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2001, asamended, (the "Order") or are persons falling within article 49(2) (a) to (d)("High Net Worth Companies, Unincorporated Associations, etc") of the Order orto persons who are existing members of Expro falling within Article 43(2)(a)("members and creditors of certain bodies corporate") of the Order or to whom itmay otherwise lawfully be communicated (all such persons together being referredto as "Relevant Persons"). This Announcement and the Appendix and the terms andconditions, in so far as they constitute an invitation or inducement toparticipate in the Placing, must not be acted on or relied on by persons who arenot Relevant Persons. Any investment or investment activity to which thisAnnouncement relates is available only to Relevant Persons and will be engagedin only with Relevant Persons. Neither the Announcement and the Appendix nor theterms and conditions constitute an offer for sale or subscription of anysecurities of the Company. The making of an offer in certain jurisdictions, or to residents who arecitizens of certain jurisdictions ("Foreign Shareholders"), may be restricted bylaws of the relevant jurisdictions. Foreign Shareholders should informthemselves about and observe any such applicable legal requirements in theirrespective jurisdiction. This Announcement and information contained herein is not for release,publication or distribution in or into the United States. This Announcement isnot an offer of securities for sale into the United States. The Placing Shareshave not been and will not be registered under the U.S. Securities Act of 1933or under the securities laws of any state of the United States and may not beoffered or sold in the United States unless they are registered with the U.S.Securities and Exchange Commission or an exemption from registration isavailable. There will be no public offer of the Placing Shares in anyjurisdiction including without limitation the United States. This Announcement and the information contained herein is not for publication ordistribution to persons in Canada, Australia or Japan or in any jurisdiction inwhich such publication or distribution is unlawful. This Announcement has been issued by, and is the sole responsibility of, ExproInternational Group PLC. APPENDIX TERMS & CONDITIONS IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) AND THE TERMS ANDCONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTEDONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2001, AS AMENDED, (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER AND WHO HAVE BEEN INVITED TOPARTICIPATE IN THE PLACING BY JPMORGAN CAZENOVE LIMITED (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT 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. NEITHERTHIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFEROR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN EXPRO INTERNATIONALGROUP PLC. THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE"PLACING SHARES") REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND,SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITEDSTATES. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) HAS NOT BEENPREPARED IN THE CONTEXT OF A PUBLIC OFFER OF SECURITIES IN FRANCE AND HASTHEREFORE NOT BEEN SUBMITTED TO THE AUTORITE DES MARCHES FINANCIERS FOR PRIORAPPROVAL. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) IS BEINGMADE AVAILABLE TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIES) ONLY INVESTINGFOR THEIR OWN ACCOUNT IN ACCORDANCE WITH THE TERMS SET OUT BY ARTICLE 411-2 OFTHE FRENCH CODE MONETAIRE ET FINANCIER AND THE DECREE NO. 98-880 DATED 1 OCTOBER1998, ON THE CONDITION THAT IT SHALL NOT BE PASSED ON TO ANY PERSON NORREPRODUCED (IN WHOLE OR IN PART) AND THAT APPLICANTS WILL UNDERTAKE NOT TO OFFEROR SELL, DIRECTLY OR INDIRECTLY, THE SECURITIES TO THE PUBLIC IN FRANCE, OTHERTHAN IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. INVESTORS IN FRANCE ANDPERSONS WHO COME INTO POSSESSION OF THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICHIT FORMS PART) ARE REQUIRED TO INFORM THEMSELVES OF AND OBSERVE ANY SUCHRESTRICTIONS. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) IS NOT A SECURITIESSALES PROSPECTUS WITHIN THE MEANING OF THE GERMAN SECURITIES SALES PROSPECTUSACT OF 9 SEPTEMBER 1998, AS AMENDED, ("THE SPA") AND HAS NOT BEEN FILED WITH ORAPPROVED BY THE GERMAN FEDERAL FINANCIAL SERVICES SUPERVISORY AUTHORITY(BUNDESANSTALT FUR FINANZDIENSTLEISTUNGS-AUFSICHT) OR ANY OTHER COMPETENT GERMANAUTHORITY. THE ANNOUNCEMENT AND THIS APPENDIX (OF WHICH IT FORMS PART), COPIESTHEREOF OR ANY DOCUMENT RELATING TO THE PLACING SHARES MAY NOT BE DISTRIBUTEDAND THE PLACING SHARES MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD INTHE FEDERAL REPUBLIC OF GERMANY, EXCEPT TO PERSONS WHO ON A PROFESSIONAL ORCOMMERCIAL BASIS PURCHASE OR SELL SECURITIES FOR THEIR OWN ACCOUNT OR FOR THEACCOUNT OF A THIRD PARTY PURSUANT TO SECTION 2 NO. 1 SPA. ANY OFFER OR SALE OF PLACING SHARES IN ITALY IS BEING MADE ONLY TO QUALIFIEDOPERATORS ("OPERATORI QUALIFICATI") AS DEFINED IN ART. 31, PARAGRAPH 2, OFCONSOB REGULATION NO. 11522 OF 1 JULY 1998 AS SUBSEQUENTLY MODIFIED. ANY SUCHOFFER OR SALE OF PLACING SHARES OR ANY DISTRIBUTION OF THIS PLACING ANNOUNCEMENTWITHIN ITALY MUST BE CONDUCTED BY BANKS OR INVESTMENT FIRMS AS DESCRIBED BYLEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 (THE "CONSOLIDATED FINANCIALSERVICES ACT"), AND FINANCIAL COMPANIES ENROLLED IN THE SPECIAL REGISTERPROVIDED FOR BY ART. 107 OF THE LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993,TO THE EXTENT DULY AUTHORISED TO ENGAGE IN THE PLACEMENT AND/OR UNDERWRITING OFFINANCIAL INSTRUMENTS IN ITALY IN ACCORDANCE WITH THE RELEVANT PROVISIONS OF THECONSOLIDATED FINANCIAL SERVICES ACT. THE PLACING SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLYOR INDIRECTLY, IN THE NETHERLANDS, AS PART OF THEIR INITIAL DISTRIBUTION, OR ATANY TIME THEREAFTER OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES WHO OR WHICHTRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR TRADE WITHIN THEMEANING OF SECTION 2 OF THE EXEMPTION REGULATION TO THE NETHERLANDS SECURITIESMARKET SUPERVISION ACT 1995, AS AMENDED FROM TIME TO TIME,("VRIJSTELLINGSREGELING WET TOEZICHT EFFECTENVERKEER 1995"), WHICH INCLUDES BANKS, SECURITIES FIRMS, INSURANCE COMPANIES, PENSION FUNDS, INVESTMENT INSTITUTIONS, OTHER INSTITUTIONAL INVESTORS AND FINANCE COMPANIES AND COMMERCIAL ENTERPRISES WHICH AS AN ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES. THIS PLACING ANNOUNCEMENT AND THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BEREGISTERED WITH OR APPROVED BY THE DANISH FINANCIAL SUPERVISORY AUTHORITY, THEDANISH SECURITIES COUNSEL OR ANY OTHER DANISH REGULATORY AUTHORITY. THISANNOUNCEMENT AND THE PLACING SHARES WILL ONLY BE DIRECTED TO PERSONS IN DENMARKWHO ACQUIRE SECURITIES IN ACCORDANCE WITH THE DANISH EXECUTIVE ORDER NO. 166 OF13 MARCH 2003 PURSUANT TO THE DANISH ACT ON SECURITIES TRADING (DANISH ACT NO.1269 OF 19 DECEMBER 2003 AS SUBSEQUENTLY AMENDED). THIS PLACING ANNOUNCEMENT MAYNOT BE MADE AVAILABLE TO ANY OTHER PERSON IN DENMARK NOR MAY THE PLACING SHARESOTHERWISE BE MARKETED OR OFFERED FOR SALE IN DENMARK. THE PLACING SHARES REFERRED TO IN THIS PLACING ANNOUNCEMENT ARE ONLY BEINGDIRECTED TO A LIMITED NUMBER OF PRE-SELECTED INVESTORS IN SWEDEN. THIS PLACINGANNOUNCEMENT IS NOT A PROSPECTUS IN ACCORDANCE WITH THE PROSPECTUS REQUIREMENTSPROVIDED FOR IN THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT (SW: LAGEN (1991:980) OM HANDEL MED FINANSIELLA INSTRUMENT) OR IN ANY OTHER SWEDISH LAWS ORREGULATIONS. NEITHER THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY (SW:FINANSINSPEKTIONEN) NOR ANY OTHER SWEDISH PUBLIC BODY HAS EXAMINED, APPROVED ORREGISTERED THIS PLACING ANNOUNCEMENT. ACCORDINGLY, THE PLACING SHARES MAY NOT BEOFFERED OR SOLD DIRECTLY OR INDIRECTLY IN SWEDEN EXCEPT IN ACCORDANCE WITH THERELEVANT EXEMPTIONS UNDER THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT AND THISPLACING ANNOUNCEMENT MAY NOT BE FORWARDED TO THE PUBLIC IN SWEDEN. If you have been invited and choose to participate in the Placing by making anoral offer to acquire Placing Shares you will be deemed to have read andunderstood this Appendix in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties andacknowledgements, contained in this Appendix. In particular you represent,warrant and acknowledge that you: 1. are a Relevant Person and undertake that you will acquire, hold, manage ordispose of any Placing Shares that are allocated to you for the purposes of yourbusiness; and 2. are acquiring the Placing Shares for your own account or are acquiring thePlacing Shares for an account with respect to which you exercise sole investmentdiscretion and that you (and any such account) are outside the United States,within the meaning of Regulation S under the Securities Act; or if you are notoutside the United States, you and any such account are a qualifiedinstitutional buyer ("QIB") as such term is defined in Rule 144A under the U.S.Securities Act of 1933, as amended (the "Securities Act") and have duly executedan investor letter in the form provided to you and you have delivered the sameto JPMorgan Cazenove Limited ("JPMorgan Cazenove" or the "Manager"). This Appendix and the announcement of which it forms part do not constitute anoffer to sell or the invitation or solicitation of an offer to buy or acquireordinary shares in the capital of Expro International Group PLC (the "Company")in the United States, Canada, Australia, Japan or in any jurisdiction in whichsuch offer or solicitation is, or may be unlawful and the information containedherein is not for publication or distribution, directly or indirectly, topersons in the United States, Canada, Australia, Japan or any jurisdiction inwhich such publication or distribution is unlawful. The Placing Shares referred to in this Appendix and the related announcementhave not been and will not be registered under the Securities Act and, subjectto certain exceptions, may not be offered or sold within the United States. Anyoffering to be made in the United States will be made to a limited number ofQIBs within the meaning of Rule 144A under the Securities Act in reliance onRule 144A or another exemption from the registration requirements of theSecurities Act. The Placing Shares are being offered and sold outside the UnitedStates in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission or other regulatoryauthority, nor have the foregoing authorities endorsed the merits of thisoffering or the accuracy or adequacy of the offering materials. Anyrepresentation to the contrary is a criminal offence in the United States. The distribution of this announcement or Appendix and the placing and/or issueof the Placing Shares in the capital of the Company in certain jurisdictions maybe restricted by law. No action has been taken by the Manager or the Company,that would permit an offer of such Placing Shares or possession or distributionof this announcement or Appendix or any other offering or publicity materialrelating to such Placing Shares in any jurisdiction where action for thatpurpose is required. Persons into whose possession this announcement comes arerequired by the Manager and the Company to inform themselves about and toobserve any such restrictions. Details of the Placing Agreement and the Placing Shares The Manager and J.P. Morgan Securities Ltd. (the "Underwriter") have enteredinto a placing agreement (the "Placing Agreement") with the Company under whichthe Manager has, on the terms and conditions set out therein, undertaken to useits reasonable endeavours as agent of the Company to procure Placees for, andthe Underwriter has agreed to underwrite, 6,640,000 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 of 10 penceeach in the capital of the Company, and will be sold under the Placing togetherwith the right to receive all dividends and other distributions declared, madeor paid in respect of such ordinary shares after the date of transfer of thePlacing Shares including any proposed dividend paid by the Company in respect ofthe twelve month period ended 31 March 2005. In this Appendix, unless the context otherwise requires, "Placee" or "you" meansa Relevant Person (including individuals, funds or others) on whose behalf acommitment to acquire Placing Shares has been, or is proposed to be, given. Listing Application will be made to the UKLA for admission of the Placing Shares to theOfficial List maintained by the UKLA (the "Official List") and to the LondonStock Exchange plc (the "London Stock Exchange") for admission to trading of thePlacing Shares on the London Stock Exchange's market for listed securities(together, "Admission"). It is expected that Admission will become effective anddealings in the Placing Shares on the London Stock Exchange will commence on 7June 2005. No application for listing of Placing Shares has been made anywhereelse. Participation in the Placing In participating in the Placing, you will be deemed to have read and understoodthis Announcement (including this Appendix) in its entirety and to beparticipating and making an offer for Placing Shares at the Placing Price on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. Only persons who are invited to do so may participate in the Placing.Invitations to participate will be made by telephone through usual salescontacts at the Manager. If you are invited to participate, your allocation willbe confirmed to you orally and a contract note will be dispatched as soon aspossible thereafter. The Manager's oral confirmation to you will constitute alegally binding commitment upon you to purchase the number of Placing Shares atthe Placing Price allocated to you on the terms and conditions set out in thisAppendix and in accordance with the Company's constitutional documents. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The obligations of the Manager and the Underwriter under the Placing Agreementare conditional on: (a) this announcement being published through a Regulatory Information Service as required by the Placing Agreement; (b) an announcement giving details of the consolidated results of the Company for the year ended 31 March 2005 being published through a Regulatory Information Service as required by the Placing Agreement (the "Results Announcement"); (c) the Company allotting, subject to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; (d) Admission and commencement of trading occurring by not later than 8 a.m. on 7 June 2005 (or such later time and/or date as the Company and the Manager may agree); (e) the Manager and the Underwriter receiving on the Settlement Date but prior to the Admission a certificate signed by an authorised representative of the Company in accordance with the terms of the Placing Agreement; (f) the Manager and the Underwriter receiving, prior to Admission, certain confirmations and legal opinions in accordance with the Placing Agreement; (g) the subscription and transfer agreement between the Company, the Manager and Whiteheath Limited ("JerseyCo") (the "Subsciption and Transfer Agreement") having been duly executed and delivered by the parties thereto, there having occurred no material default or breach by any of the parties thereto of its terms by the time immediately prior to Admission and the Subscription and Transfer Agreement remaining in full force and effect and having become wholly unconditional except for the condition relating to Admission; (h) none of the representations or warranties of the Company contained in the Placing Agreement being untrue, inaccurate, incorrect or misleading in any respect which is in the good faith opinion of the Manager and the Underwriter acting jointly material in the context of the Placing and/or Admission at the date of the Placing Agreement or any time up to and including Admission as if they were repeated by reference to the facts and circumstances then existing; (i) the Company having complied with its obligations under the Placing Agreement save to the extent that any non-compliance is not in the good faith opinion of the Manager and the Underwriter acting jointly material in the context of the Placing and/or Admission; (j) no matter arising before Admission which might reasonably be expected to give rise to a material claim pursuant to the indemnity provisions contained in the Placing Agreement; and (k) the initial subscription and put and call option agreement between the Company, the Manager and JerseyCo (the "Option Agreement") having been duly executed and delivered by the parties thereto and remaining in full force and effect, and there having occurred no material default or breach by any of the parties to the Option Agreement of its terms by the time immediately prior to Admission. If, (a) the conditions in the Placing Agreement are not satisfied or waived bythe Manager and the Underwriter acting jointly within the stated time period (orsuch later time and/or date as the Company and the Manager and the Underwriteracting jointly may agree) or (b) the Placing Agreement is terminated in thecircumstances specified below in "Right to terminate under the PlacingAgreement", the Placing will lapse and your rights and obligations hereundershall cease and determine at such time and no claim can be made in respectthereof. By participating in the Placing you agree that your rights and obligationshereunder are conditional upon the Placing Agreement becoming unconditional andnot being terminated and will terminate only in the circumstances describedabove and under "Right to terminate under the Placing Agreement", below, andwill not be capable of rescission or termination by you. The Manager and the Underwriter acting jointly reserve the right to waive or toextend the time and/or date for fulfilment of certain of the conditions in thePlacing Agreement. Any such extension or waiver will not affect the Placees'commitments. None of the Manager, the Underwriter or the Company shall have anyliability to any Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in respect of any decision it may make as to whether or notto waive or to extend the time and/or date for the satisfaction of any conditionin the Placing Agreement. Right to terminate under the Placing Agreement Either the Manager or the Underwriter will be entitled in its absolutediscretion by notice in writing to the Company at any time before Admissionbecomes effective to terminate its obligations under the Placing Agreement if: (a) there has been a breach by the Company of any of its obligations under the Placing Agreement which the Manager or the Underwriter acting reasonably and in good faith considers to be material in the context of the Placing and/or Admission; or (b) in the reasonable opinion of the Manager any statement contained in the Results Announcement or this Announcement is or has become untrue, inaccurate, incorrect or misleading in any material respect, or any matter has arisen, which would, if the Placing was made at that time, constitute a material omission from the Results Announcement or this Announcement, which in any such case the Manager acting in good faith considers to be material in the context of the Placing; or (c) any of the representations, warranties and undertakings contained, or referred to, in the Placing Agreement is, or if repeated at any time up to and including Admission would be, untrue, inaccurate, incorrect or misleading by reference to the facts and circumstances subsisting at that time or a matter has arisen which might reasonably be expected to give rise to a claim in accordance with the Placing Agreement and which in any such case the Manager or the Underwriter acting in good faith considers to be material in the context of the Placing; or (d) there has occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the London Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the London Stock Exchange; (iii) a general moratorium on commercial banking activities in London declared by the relevant authorities; (iv) the outbreak or escalation of hostilities or an act of terrorism wheresoever occurring; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or controls in the United Kingdom or elsewhere, if the effect of any such event specified in sub-clauses (iv) or (v) in the judgment of the Manager acting in good faith makes it impracticable or inadvisable to proceed with the Placing and the distribution of the Placing Shares or would be to prejudice dealings in the ordinary shares of the Company in the secondary market; or (e) in the opinion of the Manager there shall have occurred a material adverse change as a result of which the Manager acting in good faith considers it to be impracticable, inappropriate or inadvisable for the Company to proceed with the Placing. By participating in the Placing you agree with the Manager that the exercise bythe Manager or the Underwriter of any right or termination or other discretionunder the Placing Agreement shall be within the absolute discretion of theManager or the Underwriter and that neither the Manager nor the Underwriter needmake any reference to you and that neither of them shall have any liability toyou whatsoever in connection with any such exercise. No Prospectus The Placing Shares are being offered to a limited number of specifically invitedpersons only and will not be offered in such a way as to require a prospectus.No prospectus or offering document has been or will be submitted to be approvedby any regulatory authority in any jurisdiction in relation to the Placing andthe Placees' commitments will be made solely on the basis of the informationcontained in this announcement (including this Appendix). Each Placee, byaccepting a participation in the Placing, agrees that the content of thisannouncement is exclusively the responsibility of the Company and confirms thatit has neither received nor relied on any other information, representation,warranty or statement made by or on behalf of the Manager, the Underwriter orthe Company and neither the Manager, the Underwriter nor the Company nor anyother person will be liable for any Placee's decision to accept this invitationto participate in the Placing based on any other information, representation,warranty or statement. Each Placee acknowledges and agrees that it has relied onits own investigation of the business, financial or other position of theCompany in deciding to participate in the Placing. Each Placee in the UnitedStates further acknowledges and agrees that it has consulted with its ownindependent advisors or otherwise has satisfied itself concerning, withoutlimitation, relevant legal, currency and other economic considerations and theeffects of the United States federal, state and local income tax laws andforeign tax law generally and the US Employee Retirement Income Security Act of1974, as amended, the US Investment Company Act of 1940, as amended and theSecurities Act. Nothing in this paragraph shall exclude the liability of anyperson for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. The Managerreserves the right to require settlement for and delivery of the Placing Sharesto Placees by such other means as it deems necessary if delivery or settlementis not possible within the CREST system within the timetable set out in thisannouncement or would not be consistent with the regulatory requirements in thePlacee's jurisdiction. If you are allocated any Placing Shares, your allocation will be confirmed toyou orally and you will be sent a contract note that will state the number ofPlacing Shares acquired by you at the Placing Price and the aggregate amountowed by you to the Manager as soon as possible thereafter. Oral confirmation ofyour allocation by the Manager will constitute a legally binding commitment uponyou to acquire the number of Placing Shares allocated to you at the PlacingPrice on the terms and conditions set out in this Appendix and in accordancewith the Company's memorandum and articles of association. Your obligations willbe owed to the Company and the Manager. The consideration received by theCompany for the allotment and issue of Placing Shares to you by the Company willbe the transfer to the Company, by the Manager, of shares in JerseyCo, a companyincorporated in Jersey. You will, however, also have an immediate, separate andbinding obligation, owed to the Manager, to pay to it in cleared funds an amountequal to the product of the Placing Price and the number of Placing Shares youhave agreed to acquire. In accepting the allocation of Placing Shares set out inthe contract note, you agree that you will do all things necessary to ensurethat delivery and payment is completed in accordance with the standing CREST orcertificated settlement instructions which you have in place with the Manager. Settlement will be on 7 June 2005 on a T+3 basis (the "Settlement Date").Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above, in respect of eitherCREST or certificated deliveries, at the rate of 5 percentage points aboveprevailing LIBOR. If you do not comply with these obligations, the Manager may sell your PlacingShares on your behalf and retain from the proceeds, for its own account andbenefit, an amount equal to the Placing Price plus any interest due. You will,however, remain liable for any shortfall below the Placing Price and you may berequired to bear any stamp duty or stamp duty reserve tax (together withinterest or penalties) which may arise upon the sale of your Placing Shares onyour behalf. You will not be entitled to receive any fee or commission in connection with thePlacing. Representations and Warranties By participating in the Placing you (on behalf of yourselves and anyone on whosebehalf you are acting): 1. represent and warrant that you have read this Appendix and the announcementof which it forms part in its entirety and understand and acknowledge that nodisclosure, offering document, prospectus or listing particulars has beenprepared in connection with the Placing Shares and represent and warrant thatyou have not received a prospectus, listing particulars or other offeringdocument in connection therewith; 2. represent and warrant that the issue to you of Placing Shares will not giverise to a liability to stamp duty or stamp duty reserve tax payable under any ofsections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts andclearance services); 3. acknowledge that you have been invited to participate in the Placing; 4. acknowledge that the content of this Appendix and the announcement of whichit forms part is exclusively the responsibility of the Company and agree andacknowledge that neither the Manager nor any person acting on its behalf has orshall have any liability for any information or representation relating to theCompany; 5. represent, warrant and agree that you have neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofthe Manager, the Underwriter or the Company, other than the presentation on theresults of the Company for the year ended 31 May 2005 which was sent to you bythe Manager but upon which you represent, warrant and agree to have not relied,and none of the Company, the Manager or the Underwriter will be liable for yourdecision to accept this invitation to participate in the Placing based on anyother information, representation, warranty or statement, including withoutlimitation the aforementioned presentation. You acknowledge and agree that youhave relied on your own investigation of the business, financial or otherposition of the Company in deciding to participate in the Placing; 6. acknowledge that neither the Manager nor any person acting on behalf of theManager nor any of their respective affiliates has or shall have any liabilityfor any publicly available or filed information or any representation relatingto the Company, provided that nothing in this paragraph excludes the liabilityof any person for fraudulent misrepresentation made by that person; 7. acknowledge that none of the Company or any of its affiliates or personsacting on its or their behalf has made any representations to it, express orimplied, with respect to the Company and the Placing Shares or the accuracy,completeness or adequacy of the information contained in this Announcement orany other publicly available information; 8. represent and warrant that, at the time the Placing Shares were offered toyou and purchased by you, you will be the beneficial owner of such PlacingShares and you are not, or such beneficial owner is not, a resident of Canada,Australia, or Japan; 9. acknowledge that the Placing Shares have not been and will not be registeredunder the securities legislation of the United States, Canada, Australia, orJapan and, subject to certain exceptions, may not be offered, sold, taken up,renounced, delivered or transferred, directly or indirectly, within thosejurisdictions; 10. represent and warrant that you are entitled to acquire for and/or topurchase Placing Shares under the laws of all relevant jurisdictions which applyto you and that you have fully observed such laws and obtained all suchgovernmental and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities; 11. have the corporate power and authority to carry on the activities in whichyou are engaged, to subscribe for the Placing Shares and to execute and deliverall documents necessary for such subscription; 12. if the Placing Shares were offered to you in the United States, representand warrant that in making your investment decision: (i) you have relied on yourown examination of the Company and the terms of the Placing, including themerits and risks involved; (ii) you have made your own assessment of theCompany, the Placing Shares and the terms of the Placing based on thisAnnouncement and on such information as is publicly available; (iii) you haveconsulted your own independent advisors or otherwise have satisfied yourselfconcerning, without limitation, the effects of United States federal, state andlocal income tax laws and foreign tax laws generally and the US EmployeeRetirement Income Security Act of 1974, the US Investment Company Act of 1940,as amended and the Securities Act; and (iv) you have received all informationthat you believe is necessary or appropriate in order to make an investmentdecision in respect of the Company and the Placing Shares; 13. if the Placing Shares were offered to you in the United States, yourepresent and warrant that you understand that the financial information madepublicly available by the Company has been prepared in accordance with a UKformat and style. In particular, without limitation, such financial informationhas been prepared in accordance with UK generally accepted accounting principlesand thus may not be comparable to financial statements of US companies preparedin accordance with US generally accepted accounting principles; 14. represent and warrant that you either (i) are a QIB and you have receivedand duly executed an investor letter relating to the Placing from the Manager,or (ii) are acquiring the Placing Shares in an "offshore transaction" inaccordance with Rule 903 of Regulation S under the Securities Act ("RegulationS") and if you are a QIB (i) you are subscribing for the Placing Shares for yourown account, or for one or more accounts as to each of which you exercise soleinvestment discretion and each of which accounts is a QIB, for investmentpurposes, and not with a view to any distribution or for resale in connectionwith the distribution thereof, in whole or in part, in the United States; and(ii) have such knowledge and experience in financial and business matters as tobe capable of evaluating the merits and risks of your investment in the PlacingShares, and you and any accounts for which you are subscribing for PlacingShares (a) are each able to bear the economic risk of your or their investmentin the Placing Shares; (b) will not look to the Company or the Manager for allor part of such loss or losses you or they may suffer; (c) are able to sustain acomplete loss on your or their investment in the Placing Shares; (d) have noneed for liquidity with respect to your or their investment in the PlacingShares; and (e) have no reason to anticipate any change in your or theircircumstances, financial or otherwise, which may cause or require any sale ordistribution by you or them of all or any part of the Placing Shares; 15. acknowledge that the Placing Shares have not been and will not be registeredunder the Securities Act or with any state or other jurisdiction of the UnitedStates, 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 you agree not to re-offer, resell,pledge or otherwise transfer the Placing Shares except (i) outside the UnitedStates in offshore transactions in accordance with Regulation S under theSecurities Act, (ii) in the United States to QIBs pursuant to Rule 144A underthe Securities Act , (iii) in compliance with Rule 144 under the Securities Actif available, (iv) pursuant to another exemption from the registrationrequirements of the Securities Act, if available and, in each such case incompliance with all applicable laws; 16. acknowledge that where you are purchasing the Placing Shares for one or moremanaged accounts, represent and warrant that you are authorised in writing byeach managed account (i) to purchase the Placing Shares for each managedaccount, and (ii) to execute and deliver on its behalf any investor letterrelating to the Placing in the form provided to you by the Manager. You agree toindemnify and hold the Company and the Manager harmless from any and all costs,claims, liabilities and expenses (including legal fees and expenses) arising outof or in connection with any breach of the representations and warranties inthis clause 16. You agree that the provisions of this clause 16 shall survivethe resale of the Placing Shares by or on behalf of the managed accounts; 17. acknowledge that no representation has been made as to the availability ofRule 144 or any other exemption under the Securities Act for the re-offer,resale, pledge or transfer of the Placing Shares; 18. acknowledge and understand that the Placing Shares are "restrictedsecurities" within the meaning of Rule 144(a)(3) under the Securities Act, andrepresent and warrant on your own behalf and on behalf of any accounts for whichyou are acting that, for so long as the Placing Shares are "restrictedsecurities" you will not deposit the Placing Shares into any unrestricteddepositary receipt facility maintained by any depositary bank in respect of theCompany's ordinary shares; 19. represent and warrant that you have complied with your 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 you to verify theidentity of the third party as required by the Regulations; 20. represent and warrant that you and any person acting on your behalf fallwithin paragraph 3(a) of Schedule 11 to the Financial Services and Markets Act2000 ("FSMA"), being a person whose ordinary activities involve you inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of your business, and within Article 19 and/or 49 of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2001, asamended, and undertake that you will acquire, hold, manage or dispose of anyPlacing Shares that are allocated to you for the purposes of your business; 21. represent and warrant that you have not offered or sold and, prior to theexpiry of a period of six months from the Settlement Date, will not offer orsell any Placing 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 and which will not result in an offerto the public in the United Kingdom within the meaning of the Public Offers ofSecurities Regulations 1995, as amended; 22. represent and warrant that you have 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 FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 23. represent and warrant that you have complied and undertake that you willcomply with, and have not breached and will not breach, any and all applicableprovisions of FSMA with respect to anything done by you in relation to thePlacing Shares in, from or otherwise involving the United Kingdom; 24. represent and warrant that you and any person acting on your behalf have allnecessary capacity and have obtained all necessary consents and authorities toenable you to commit to this participation in the Placing and to perform yourobligations in relation thereto (including, without limitation, in the case ofany person on whose behalf you are acting, all necessary consents andauthorities to agree to the terms set out or referred to in this announcement); 25. undertake that you and any person acting on your behalf will pay for thePlacing Shares allocated to you in accordance with this Appendix (and theannouncement of which it forms part) on the due time and date set out herein,failing which the relevant Placing Shares may be placed with other subscribersor sold as the Manager in its sole discretion may determine and withoutliability to you; 26. acknowledge that participation in the Placing is on the basis that you arenot and will not be a client or customer of the Company or the Manager and thatneither the Company nor Manager has duties (whether fiduciary or otherwise) orresponsibilities to you 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 right to waive or vary conditions orexercise any termination right; 27. undertake that the person who you specify for registration as holder of thePlacing Shares will be (i) the Placee or (ii) a nominee of the Placee, as thecase may be. Each Placee and any person acting on behalf of the Placee agrees topurchase on the basis that the Placing Shares will be allocated to the CRESTaccount of the Manager who will hold them as nominee on behalf of the Placeeuntil settlement in accordance with its standing settlement instructions; 28. acknowledge that any agreements entered into by the Placee pursuant to theseterms and conditions shall be governed by and construed in accordance with thelaws of England and you submit (on behalf of yourself and on behalf of anyPlacee on whose behalf you are acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract except that enforcement proceedings in respect of the obligation to paythe Placing Price (together with any interest chargeable thereon) may be takenby the Company or the Manager in any jurisdiction in which the relevant Placeeis incorporated or in which any of its securities have a quotation on arecognised stock exchange; 29. acknowledge that where a Placee or any person acting on its behalf isdealing with the Manager, any money held in an account with the Manager onbehalf of the Placee and/or any person acting on behalf of the Placee will notbe treated as client money within the meaning of the relevant rules andregulations of the Financial Services Authority which therefore do not requirethe Manager to segregate such money as that money will be held by it under abanking relationship and not as trustees; and 30. agree that the Company and the Manager and others will rely upon the truthand accuracy of the foregoing representations, warranties and acknowledgementsand undertakings which are given to the Manager for itself and on behalf of theCompany and are irrevocable. General 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 theManager will be responsible. If this is the case, each Placee should seek itsown advice and notify the Manager accordingly. In addition, Placees should note that they will be liable for any capital duty,stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on theacquisition by them of any Placing Shares or the agreement by them to acquireany Placing Shares. This announcement has been issued by the Company and is the sole responsibilityof the Company. The Manager is acting exclusively for the Company and no oneelse in connection with the Placing and will not be responsible to anyone otherthan the Company for providing the protections afforded to clients of theManager nor for providing any advice in relation to the Placing or any othermatters referred to in this press announcement. Each Placee and any person acting on behalf of the Placee acknowledges that theManager owes no fiduciary or other duties to any Placee in respect of anyrepresentations, warranties, undertakings or indemnities in the PlacingAgreement. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that the Manager may (at its absolute discretion) satisfy its obligationsto procure Placees by itself agreeing to become the Placee in respect of some orall of the Placing Shares or by nominating any connected or associated person todo so. When a Placee or any person acting on behalf of the Placee is dealing with theManager, any money held in an account with the Manager on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the FSA rules. The Placee acknowledges that themoney will not be subject to the protections conferred by the client moneyrules; as a consequence, this money will not be segregated from the money of theManager in accordance with the client money rules and will be used by theManager in the course their own business; and the Placee will rank only as ageneral creditor of the Manager. Past performance is no guide to future performance and persons needing adviceshould consult an independent adviser. All times and dates in this Appendix (and the announcement of which it formspart) may be subject to amendment. The Manager shall notify the Placee and anyperson acting on behalf of the Placee of any changes. This announcement includes "forward-looking statements". All statements otherthan statements of historical fact included in this announcement, including,without limitation, those regarding the Company's financial position, businessstrategy, plans and objectives of management for future operations (includingdevelopment plans and objectives relating to the Company's products), areforward-looking statements. Such forward-looking statements involve known andunknown risks, uncertainties and other important factors that could cause actualresults to be materially different from future results, performance orachievements expressed or implied by such forward-looking statements. Suchforward-looking statements are based on numerous assumptions regarding theCompany's present and future business strategies and the environment in whichthe Company will operate in the future. You should not place undue reliance onforward-looking statements, which speak only as at the date of thisannouncement. The Company assumes no responsibility to update any of theforward-looking statements contained herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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