9th Feb 2007 07:43
FirstGroup PLC09 February 2007 This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia, Japanor any jurisdiction in which the same would be unlawful. This announcement isnot an offer of securities in the United States, Canada, South Africa,Australia, Japan or any jurisdiction in which the same would be unlawful. Embargoed until 7.00 a.m. 9 February 2007 FirstGroup plc ("FirstGroup" or the "Company") EQUITY PLACING TO RAISE APPROXIMATELY £200 MILLION FirstGroup has announced today the signing of a conditional agreement to acquireLaidlaw International, Inc. ("Laidlaw") to create North America's leadingtransport services company (the "Acquisition"). As part of the funding for the Acquisition, FirstGroup today also announces abookbuilt, non pre-emptive placing (the "Placing") of up to 39,527,477 newordinary shares of 5 pence each in the capital of FirstGroup (the "PlacingShares") to raise approximately £200 million. The Placing is not conditional onthe Acquisition. If the Acquisition does not complete, FirstGroup will use themonies raised in the Placing for potential investment opportunities inContinental Europe, or general corporate purposes in the UK and US. The PlacingShares are being placed, subject to the terms and conditions of the PlacingAgreement, at a price (the "Placing Price") to be agreed with the Company at theclose of the bookbuilding process. The Placing Shares will represent a maximumof approximately 9.99 per cent. of FirstGroup's current issued share capital. There has been no equity fund raising exercise by FirstGroup in the 12 monthsimmediately preceding the date of this announcement. JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as sole bookrunner tothe Placing, and JPMorgan Cazenove and UBS Limited ("UBS") (together, the "JointLead Managers") are acting as joint lead managers. The Placing has been fullyunderwritten by J.P. Morgan Securities Ltd. ("JPMSL"), subject to the terms andconditions of the Placing Agreement. Demand for the Placing Shares, togetherwith the Placing Price, will be determined through a bookbuilding process (the"Bookbuilding"). The books will open with immediate effect. It is expectedthat the books will close no later than 4.00 p.m. on 9 February 2007 andallocations are expected to be announced, together with the Placing Price, assoon as practicable thereafter. JPMorgan Cazenove reserves the right to closethe Bookbuilding and announce allocations at any earlier or later time (with theconsent of the Company). The Placing will take place in accordance with theterms and conditions set out in the Appendix to this announcement. The Placing Shares will, when issued, be credited as fully paid and will rankequally in all respects with the existing ordinary shares of 5 pence each in thecapital of the Company ("Ordinary Shares"), including the right to receive alldividends and other distributions declared, made or paid in respect of suchOrdinary Shares after the date of issue of the Placing Shares. Application willbe made for the Placing Shares to be admitted to the Official List maintained bythe UK Listing Authority and to be admitted to trading by the London StockExchange plc on its market for listed securities (together, "Admission"). Settlement for Placing Shares issued pursuant to the Placing, as well asAdmission, is expected to take place on 14 February 2007. This summary should be read in conjunction with the full text of the followingannouncement and the separate announcement by the Company of the Acquisitionreleased today. The Placing Shares have not been, and will not be, registered under the U.S.Securities Act of 1933, as amended (the "Securities Act") or under the laws ofany state of the United States and may not be offered, sold or transferred,directly or indirectly, within the United States except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act and applicable state securities laws. In the United States, theoffering is being made only to a limited number of "qualified institutionalbuyers" in reliance on Rule 144A under the Securities Act. This announcementdoes not constitute an offer to sell or the solicitation of an offer to buy, norshall there be any sale of, the Placing Shares in any state in which such offer,solicitation or sale would be unlawful. The Placing Shares have not been, andwill not be, registered with any regulatory authority of any state within theUnited States. ENQUIRIES: FirstGroupMoir Lockhead, Chief Executive Tel: +44 (0) 207 291 0505Dean Finch, Finance Director Tel: +44 (0) 207 291 0512Rachael Borthwick, Corporate Communications Director Tel: +44 (0) 207 291 0508 JPMorgan Cazenove Tel: +44 (0) 207 588 2828(Financial advisers & broker to FirstGroup)Ian HannamMalcolm Moir Tricorn Partners Tel: +44 (0) 207 823 0888(Financial advisers to FirstGroup)Justin Dowley UBS(Broker to FirstGroup)Robert Jennings Tel: +44 (0) 20 7568 2809Christopher Smith Tel: +44 (0) 20 7568 4389 Brunswick Tel: +44 (0) 207 404 5959(PR for FirstGroup)Giles CrootCraig Breheny This announcement is for information only and does not constitute an offer orinvitation to underwrite, subscribe for or otherwise acquire or dispose of anysecurities or investment advice in any jurisdiction. Past performance is noguide to future performance. Persons needing advice should consult anindependent financial adviser. This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia, Japanor any jurisdiction in which the same would be unlawful. This announcement doesnot constitute an offer to sell or issue, or the solicitation of an offer to buyor subscribe for, securities in the United States, Canada, South Africa,Australia or Japan or any jurisdiction in which such offer or solicitation isunlawful and should not be relied upon in connection with any decision toacquire Placing Shares or other securities in the capital of the Company. Therewill be no public offer of Placing Shares in the United States, the UnitedKingdom or elsewhere. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by the Company or the Joint Lead Managers that would permit an offering ofthe Placing Shares or possession or distribution of this announcement or anyother offering or publicity material relating to the Placing Shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company and the JointLead Managers to inform themselves about, and to observe, any such restrictions. This announcement is only addressed to and directed at persons in member statesof the European Economic Area ("EEA") who are "qualified investors" ("QualifiedInvestors") within the meaning of Article 2(1)(e) of the EU Prospectus Directive(Directive 2003/71/EC) (the "Prospectus Directive"). Any person in the EEA whoacquires any securities in the Placing or to whom any offer of securities ismade will be deemed to have acknowledged and agreed that they are such aQualified Investor. In the case of any securities acquired by a financial intermediary as that termis used in Article 3(2) of the Prospectus Directive, such financial intermediarywill also be deemed to have represented and warranted that the securitiesacquired by it in the Placing have not been acquired on a non-discretionarybasis on behalf of, nor have they have been acquired with a view to their offeror resale to, persons in circumstances which may give rise to an offer ofsecurities to the public other than an offer or resale in a member state of theEEA which has implemented the Prospectus Directive to Qualified Investors or incircumstances in which the prior consent of JPMorgan Cazenove has been given toeach such proposed offer or resale. The Company and the Joint Lead Managers and their respective affiliates, willrely upon the truth and accuracy of the foregoing representations, warranties,acknowledgements and agreements. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherthe Company nor the Joint Lead Managers assume any responsibility or obligationto update publicly or review any of the forward-looking statements containedherein. This announcement has been issued by and is the sole responsibility of theCompany. JPMorgan Cazenove, UBS and their respective affiliates and agents shallhave no liability for any information contained in it relating to the Company. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for the Company and noone else in connection with the Placing and will not be responsible to anyoneother than the Company for providing the protections afforded to its clients norfor providing advice in relation to the Placing or in relation to the contentsof this announcement or for any other transaction, arrangement or mattersreferred to in this announcement. UBS is acting exclusively for the Company and no one else in connection with thePlacing and will not be responsible to anyone other than the Company forproviding the protections afforded to its clients nor for providing advice inrelation to the Placing or in relation to the contents of this announcement orfor any other transaction, arrangement or matters referred to in thisannouncement. APPENDIX: TERMS AND CONDITIONS IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FORINFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARYACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OFINVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHOHAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE PERSONSWHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONSFALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (B) ARE QUALIFIED INVESTORSWITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO PARTICIPATE IN THEPLACING BY JPMORGAN CAZENOVE OR UBS (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREINMUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVESTHAT IT IS LAWFUL TO DO SO. 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. THISANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE PLACING SHARES HAVE NOT BEENAND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT") OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAYNOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITEDSTATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OFANY APPLICABLE STATE. IN THE UNITED STATES, THE OFFERING IS BEING MADE ONLY TO ALIMITED NUMBER SO "QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144AUNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATESOF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANINGOF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE. If a Placee indicates to JPMorgan Cazenove or UBS that it wishes to participatein the Placing by making an oral offer to acquire Placing Shares it will bedeemed to have read and understood this Appendix and the announcement of whichit forms part in their entirety and to be making such offer on the terms andconditions, and to be providing the representations, warranties, agreements andacknowledgements, contained in this Appendix. In particular each such Placeerepresents, warrants and acknowledges that it is a Relevant Person andundertakes that it will acquire, hold, manage and dispose of any Placing Sharesthat are allocated to it for the purposes of its business only. Further, eachsuch Placee represents, warrants and agrees that (a) if it is a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive,that the Placing Shares subscribed for and/or purchased by it in the Placingwill not be acquired on a non-discretionary basis on behalf of, nor will they beacquired with a view to their offer or resale to, persons in circumstances whichmay give rise to an offer of securities to the public other than an offer orresale in a member state of the EEA which has implemented the ProspectusDirective to Qualified Investors, or in circumstances in which the prior consentof JPMorgan Cazenove has been given to each such proposed offer or resale; and(b) it is outside the United States and is subscribing for the Placing Sharesfor its own account or is purchasing the Placing Shares for an account withrespect to which it exercises sole investment discretion and that it (and anysuch account) is outside the United States, within the meaning of Regulation Sunder the Securities Act; or if it is not outside the United States, it is, oris purchasing the Placing Shares for an account with respect to which itexercises sole investment discretion and that it (and any such account) is aqualified institutional buyer ('QIB') as such term is defined in Rule 144A underthe Securities Act and has duly executed an investment letter in the formprovided to it and has delivered the same to JPMorgan Cazenove or UBS (togetherthe "Managers"). This Appendix and the announcement of which it forms part do not constitute anoffer to sell or issue or the invitation or solicitation of an offer to buy orsubscribe for Placing Shares in any jurisdiction including, without limitation,the United Kingdom, the United States, Canada, South Africa, Australia or Japan.This announcement and the information contained herein is not for release,publication or distribution, directly or indirectly, to persons in the UnitedStates, Canada, South Africa, Australia or Japan or any jurisdiction in whichthe same is unlawful. In particular, the Placing Shares referred to in this Announcement have not beenand will not be registered under the Securities Act and may not be offered, soldor transferred within the United States except pursuant to an exemption from, oras part of a transaction not subject to, the registration requirements of theSecurities Act. Any offering to be made in the United States will be made to alimited number of QIBs or to a non-US person (under Regulation S) in atransaction exempt from registration under the Securities Act. The PlacingShares are being offered and sold outside the United States in accordance withRegulation S under the Securities ActThe Placing Shares have not been approvedor disapproved by the US Securities and Exchange Commission, any statesecurities commission in the United States or other regulatory authority in theUnited States, nor have any of the foregoing authorities passed upon or endorsedthe merits of the Placing or the accuracy or adequacy of this announcement. Anyrepresentation to the contrary is a criminal offence in the United States. The distribution of this announcement and the placing of Placing Shares incertain other jurisdictions may be restricted by law. No action has been takenby the Joint Lead Managers or the Company that would permit an offer of thePlacing Shares or possession or distribution of this announcement or any otheroffering or publicity material relating to the Placing Shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Joint Lead Managers andthe Company to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove has been appointed sole bookrunner to the Placing and JPMorganCazenove and UBS have been appointed as joint lead managers to the Placing.JPMorgan Cazenove, UBS and JPMSL (together the "Banks") entered into a placingagreement (the "Placing Agreement") with the Company whereby the Joint LeadManagers have, on the terms and subject to the conditions set out therein,undertaken to use all their reasonable endeavours as agents of the Company toprocure Placees to subscribe for the Placing Shares. Upon execution of terms ofsale by the Company and the Banks following completion of the Bookbuilding (the"Terms of Sale"), JPMSL will, on the terms and subject to the conditions of thePlacing Agreement, be required to subscribe for any Placing Shares not otherwiseplaced with Placees by the Joint Lead Managers. The Placing Shares will, when issued, be credited as fully paid and will rankequally in all respects with the existing issued Ordinary Shares including theright to receive all dividends and other distributions declared, made or paid inrespect of such Ordinary Shares after the date of issue of the Placing Shares.In this Appendix, unless the context otherwise requires, "Placee" means aRelevant Person (including individuals, funds or others) by whom or on whosebehalf a commitment to subscribe for Placing Shares has been given. Application for listing and admission to trading Application will be made for the Placing Shares to be admitted to the OfficialList maintained by the UK Listing Authority and to be admitted to trading by theLondon Stock Exchange plc on its market for listed securities (together,"Admission"). It is expected that Admission will take place and that dealings inthe Placing Shares will commence no later than 14 February 2007. Bookbuilding Commencing today, JPMorgan Cazenove will be conducting the Bookbuilding todetermine demand for participation in the Placing. The Joint Lead Managers willseek to procure Placees as part of this Bookbuilding. This Appendix givesdetails of the terms and conditions of, and the mechanics of participation in,the Bookbuilding and the Placing. No commissions will be paid to Placees or byPlacees in respect of any Placing Shares. Principal terms of the Bookbuilding 1. By participating in the Bookbuilding and the Placing, Placees will be deemedto have read and understood this announcement and this Appendix in theirentirety and to be participating and making an offer for Placing Shares on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. 2. The Joint Lead Managers are arranging the Placing as agents of the Company. 3. The Joint Lead Managers are entitled to enter bids as principals in theBookbuilding. 4. A person eligible to participate in the Placing should communicate its bidby telephone to its usual sales contact at JPMorgan Cazenove. Any bid shouldstate the number of Placing Shares for which the person wishes to subscribe orthe total monetary amount which it is offering to subscribe for Placing Shares. 5. JPMorgan Cazenove reserves the right not to accept bids or to accept bids inpart rather than in whole. The acceptance of bids shall be at JPMorganCazenove's absolute discretion. 6. The Bookbuilding will establish a single price (the "Placing Price") payableto JPMorgan Cazenove or UBS, as appropriate, by all Placees. Any discount tothe market price of the Ordinary Shares will be determined in accordance withthe Listing Rules as published by the Financial Services Authority pursuant toPart IV of FSMA, and the guidelines supported by the Association of BritishInsurers and National Association of Pension Funds. 7. The Bookbuilding is expected to close no later than 4.00 p.m. on 9 February2007. The timing of the closing of the books, pricing and allocations is at thediscretion of JPMorgan Cazenove and the Company. JPMorgan Cazenove may, at itssole discretion, accept bids that are received after the Bookbuilding hasclosed. 8. If successful, each Placee's allocation will be confirmed to it orally byJPMorgan Cazenove following the close of the Bookbuilding, and a conditionalcontract note will be dispatched as soon as possible thereafter. Oralconfirmation from JPMorgan Cazenove to such Placee, following completion of theBookbuilding, will constitute a legally binding commitment upon such Placee tosubscribe for the number of Placing Shares allocated to it on the terms andconditions set out in this Appendix and in accordance with the Company'sMemorandum and Articles of Association. Each Placee will have an immediate,separate, irrevocable and binding obligation, owed to JPMorgan Cazenove or UBS,as appropriate,, 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 acquire. 9. The Company will make a further announcement following the close of theBookbuilding detailing the Placing Price and the number of Placing Shares to beissued (the "Pricing Announcement"). It is expected that such announcement willbe made as soon as practicable after the close of the Bookbuilding. 10. A bid in the Bookbuilding will be made on the terms and conditions in thisAppendix and will be legally binding on the Placee by which, or on behalf ofwhich, it is made and will not be capable of variation or revocation after theclose of the Bookbuilding. All obligations under the Placing will be subject tothe fulfilment of the conditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on, interalia: (a) Admission occurring not later than 8.00 a.m. on 14 February 2007 (or suchother time and/or date as the Company and the JPMorgan Cazenove may agree); (b) the warranties contained in the Placing Agreement (the "Warranties") beingtrue and accurate and not misleading at all times before Admission; (c) to the extent material in the context of the Placing, the Company complyingwith its obligations under the Placing Agreement to the extent the same fall tobe performed prior to Admission; and (d) the Terms of Sale having been executed by the Company, prior to Admissionand the publication of the Pricing Announcement through a Regulatory InformationService by not later than 5.00pm on 9 February 2007 or such other time and/ordate as the Company and JPMorgan Cazenove may agree. If the conditions in the Placing Agreement, including those described above, arenot fulfilled or (where applicable) waived by the Banks in accordance with thePlacing Agreement within the relevant time period or such later time and/or dateas the Banks may agree, the Placing will lapse and a Placee's rights andobligations hereunder shall cease and determine at such time and no claim can bemade by or on behalf of any Placee in respect thereof. By participating in the Bookbuilding and Placing, each Placee agrees that itsrights hereunder are conditional upon the Placing Agreement becomingunconditional in all respects and that its rights and obligations will terminateonly in the circumstances described above and will not be capable of rescissionor termination by it after oral confirmation by JPMorgan Cazenove following theclose of the Bookbuilding. The Banks may in their absolute discretion and uponsuch terms as they think fit waive fulfilment of any of the conditions (in wholeor part) in the Placing Agreement or extend the time provided for fulfilment ofany such conditions. The Banks reserve the right to waive or to extend the timeand/or date for fulfilment of the relevant conditions of the Placing Agreement.Any such extension or waiver will not affect Placees' commitments as set out inthis Appendix. None of the Banks nor the Company shall have any liability to anyPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision any of them may make as to whether or notto waive or to extend the time and/or date for the fulfilment of any conditionin the Placing Agreement. By participating in the Placing each Placee agrees that the exercise by theCompany or the Banks of any right or other discretion under the PlacingAgreement shall be within the absolute discretion of the Company and the Banks(as the case may be) and that neither the Company nor the Banks need make anyreference to such Placee and that neither the Company nor the Banks shall haveany liability to such Placee (or to any other person whether acting on behalf ofa Placee or otherwise) whatsoever in connection with any such exercise. Right to terminate under the Placing Agreement JPMorgan Cazenove may at anytime before Admission terminate the PlacingAgreement if (and in summary) it is of the opinion that there has been amaterial adverse change in or affecting the operations, financial or otherconditions, trading position or results of operations of FirstGroup and itssubsidiaries, or that a "force majeure" event as specified in the PlacingAgreement has occurred, in each case, which would in its opinion be likely tomaterially prejudice the success of the Placing. By participating in thePlacing, each Placee agrees with each of the Joint Lead Managers that theexercise by JPMorgan Cazenove of this right of termination shall be within itsabsolute discretion and that it need make no refernce to any Placee and shallhave no liability to any Placee whatsoever in connection with any such exercise. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing Shares and the Placees' commitments will be made solelyon the basis of the information contained in this announcement. Each Placee, byaccepting a participation in the Placing, agrees that the contents of thisannouncement are exclusively the responsibility of the Company, confirms that ithas neither received nor relied on any other information, representation,warranty or statement made by or on behalf of JPMorgan Cazenove, UBS or theCompany or any other person, and that none of JPMorgan Cazenove, UBS nor theCompany nor any other person will be liable for any Placee's decision toparticipate in the Placing based on any such 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 accepting a participation in the Placing and with respect to thePlacing Shares. 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. JPMorgan Cazenove,UBS and the Company reserve the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means that they deem necessary ifdelivery or settlement is not possible within the CREST system within thetimetable set out in this announcement or would not be consistent with theregulatory requirements in the Placee's jurisdiction. Each Placee allocated any Placing Shares in the Placing will be sent aconditional contract note confirming the contract concluded upon acceptance ofsuch Placee's earlier oral offer and also confirming the number of PlacingShares allocated to it, the Placing Price and the aggregate amount owed by suchPlacee to JPMorgan Cazenove or UBS, as appropriate. Settlement will be on a T+3basis and settlement is therefore expected to take place on 14 February 2007.Interest is chargeable daily on payments to the extent that value is receivedafter the due date from Placees at the rate of 5 percentage points aboveprevailing LIBOR. Each Placee is deemed to agree that if it does not complywith these obligations, JPMorgan Cazenove or UBS, as appropriate may sell any orall of the Placing Shares allocated to it on its behalf and retain from theproceeds, for its own account and benefit, an amount equal to the aggregateamount owed by the Placee plus any interest due. By communicating a bid forPlacing Shares, each Placee confers on JPMorgan Cazenove or UBS, as appropriateall such authorities and powers necessary to carry out any such sale and agreesto ratify and confirm all actions which JPMorgan Cazenove or UBS, as appropriatelawfully takes in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below theaggregate amount owed by it and may be required to bear any stamp duty or stampduty reserve tax (together with any interest or penalties) which may arise uponany transaction in the Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the conditional contract note is copied and deliveredimmediately to the relevant person within that organisation. Placees will not beentitled to receive any fee or commission in connection with the Placing. Representations and Warranties By participating in the Placing, each prospective Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Appendix and the announcementof which it forms part in their entirety and undertakes not to redistributethem; 2. represents and warrants that the only information upon which it has reliedin committing itself to subscribe for the Placing Shares is that contained inthis announcement, for which neither JPMorgan Cazenove nor UBS accepts anyresponsibility, such information being all that it deems necessary to make aninvestment decision, and confirms that it has neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofthe Company or JPMorgan Cazenove or UBS and acknowledges that neither JPMorganCazenove nor UBS nor the Company will be liable for any Placee's decision tocommit itself to subscribe for Placing Shares based on any other information,representation, warranty or statement. Each Placee further represents andwarrants that it has relied exclusively on its own investigation of thebusiness, financial or other position of the Company in deciding to subscribefor Placing Shares. Nothing in this paragraph shall exclude the liability ofany person for fraudulent misrepresentation; 3. represents and warrants that if it has received any confidential pricesensitive information about the Company in advance of the Placing, it has not(a) dealt in the securities of the Company; (b) encouraged or required anotherperson to deal in the securities of the Company; or (c) disclosed suchinformation to any person, prior to the information being made generallyavailable; 4. if the Placing Shares were offered to it in the United States, represents andwarrants that in making its investment decision, (i) it has relied on its ownexamination of the Company and the terms of the Placing, including the meritsand risks involved, (ii) it has made its own assessment of the Company, thePlacing Shares and the terms of the Placing based on such information as ispublicly available, (iii) it has consulted its own independent advisors orotherwise has satisfied itself concerning, without limitation, the effects ofUnited States federal, state and local income tax laws and foreign tax lawsgenerally and the US Employee Retirement Income Security Act of 1974, the USInvestment Company Act of 1940, as amended and the Securities Act and (iv) ithas received all information that it believes is necessary or appropriate inorder to make an investment decision in respect of the Company and the Placing;Shares; 5. acknowledges that the Placing Shares have not been approved or disapproved bythe US Securities and Exchange Commission, any state securities commission inthe United States or any other United States regulatory authority; 6. acknowledges that the Placing Shares are being offered and sold to it in atransaction not involving any public offering in the United States within themeaning of the Securities Act, and represents and warrants that it is either (i)a QIB and it has duly executed an investment letter in the form provided to itby either of the Joint Lead Managers, or (ii) purchasing the Placing Shares inan 'offshore transaction' in accordance with Regulation S under the SecuritiesAct, and if it is a QIB, (i) it is subscribing for the Placing Shares for itsown account, or for one or more accounts as to each of which it exercises 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) it has such knowledge and experience in financial and business matters asto be capable of evaluating the merits and risks of its investment in thePlacing Shares, and it and any accounts for which it is subscribing PlacingShares (i) are each able to bear the economic risk of its or their investment inthe Placing Shares, (ii) will not look to the Company or the Joint Lead Managersfor all or part of any such loss or losses it or they may suffer, (iii) are ableto sustain a complete loss on its or their investment in the Placing Shares,(iv) have no need for liquidity with respect to its or their investment in thePlacing Shares and (v) have no reason to anticipate any change in its or theircircumstances, financial or otherwise, which may cause or require any sale ordistribution by it or them of all or any part of the Placing Shares; 7. acknowledges 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 agrees not to reoffer, resell, pledge orotherwise transfer the Placing Shares except (i) outside the United States inoffshore transactions in accordance with Regulation S under the Securities Act,(ii) in the United States to QIBs pursuant to Rule 144A under the SecuritiesAct, or (iii) pursuant to Rule 144 under the Securities Act, and in any case incompliance with all applicable laws and further agrees to notify any transfereeto whom it subsequently reoffers, resells, pledges or otherwise transfers thePlacing Shares of the foregoing restrictions on transfer; 8. if it is a US Placee, acknowledges that no representation has been made as tothe availability of Rule 144 or any other exemption under the Securities Act forthe reoffer, resale, pledge or transfer of the Placing Shares; 9. if it is a US Placee, acknowledges and understands that the Placing Sharesare being offered and sold in the United States in reliance on an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act and are 'restricted securities' within the meaning of Rule 144(a)(3) under the Securities Act and represents and warrants on its own behalf andon behalf of any accounts for which it is acting that, so long as the PlacingShares are restricted securities, it will not deposit the Placing Shares intoany unrestricted depositary facility in the United States established ormaintained by any depositary bank in respect of the Ordinary Shares; 10. represents and warrants that so long as the Placing Shares are "restrictedsecurities" within the meaning of Rule 144A(a)(3) under the Securities Act, itwill not deposit the Placing Shares into a depositary receipt facilitymaintained by any depositary bank in respect of the Company's Ordinary Shares; 11. represents and warrants that it is not, and at the time the Placing Sharesare subscribed and purchased will not be, subscribing on behalf of a resident ofAustralia, Canada, South Africa or Japan; 12. acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of Australia, Canada, South Africaor Japan and, subject to certain exceptions, may not be offered, sold, taken up,renounced or delivered or transferred, directly or indirectly, within thosejurisdictions; 13. represents and warrants that it, and any person acting on its behalf, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it and that it has fully observed suchlaws and obtained all such governmental and other guarantees and other consentswhich may be required thereunder and complied with all necessary formalities; 14. where it is subscribing for Placing Shares for one or more managedaccounts, represents and warrants that it is authorised in writing by eachmanaged account (i) to subscribe for the Placing Shares for each managedaccount, (ii) to make on its behalf the representations, warranties,acknowledgements and agreements in this Appendix and the announcement of whichit forms part, and (iii) to execute and deliver an investment letter relating tothe Placing in the form provided to it by JPMorgan Cazenove or UBS, asappropriate on behalf of each managed account. Each Placee agrees to indemnifyand hold the Company, JPMorgan Cazenove, UBS and their respective Affiliatesharmless from any and all costs, claims, liabilities and expenses (includinglegal fees and expenses) arising out of or in connection with any breach of therepresentations and warranties in this paragraph 14. Each Placee agrees that theprovisions of this paragraph 14 shall survive the resale of the Placing Sharesby or on behalf of the managed accounts; 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 that itis not participating in the Placing as a nominee or agent for any person orpersons to whom the allocation, allotment, issue or delivery of Placing Shareswould give rise to such a liability; 16. if it is in the United Kingdom, represents and warrants that it hascomplied with its obligations in connection with money laundering and terroristfinancing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and theMoney Laundering Regulations 2003 (the "Regulations") and, if it is makingpayment on behalf of a third party, that satisfactory evidence has been obtainedand recorded by it to verify the identity of the third party as required by theRegulations; 17. represents and warrants that it and any person acting on its behalf fallswithin section 86(7) of FSMA, being a qualified investor, and within Article19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended) and is otherwise a Relevant Person andundertakes that it will acquire, hold, manage and dispose of any Placing Sharesthat are allocated to it for the purposes of its business only; 18. if it is a financial intermediary, as that term is used in Article 3(2) ofthe Prospectus Directive, represents and warrants that the Placing Sharessubscribed for and/or purchased by it in the Placing will not be acquired on anon-discretionary basis on behalf of, nor will they be acquired with a view totheir offer or resale to, persons in circumstances which may give rise to anoffer of securities to the public other than an offer or resale in a memberstate of the EEA which has implemented the Prospectus Directive to QualifiedInvestors, or in circumstances in which the prior consent of JPMorgan Cazenovehas been given to each such proposed offer or resale; 19. represents and warrants that it has not offered or sold and, prior to theexpiry of a period of six months from the commencement of trading of the PlacingShares, will not offer or sell any Placing Shares to persons in the UnitedKingdom except to qualified investors (as defined in section 86(7) of FSMA) orotherwise in circumstances which have not resulted and which will not result inan offer of transferable securities to the public in the United Kingdom withinthe meaning of Section 85(1) of FSMA; 20, represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the EEA prior to Admission except topersons whose ordinary activities involve them in acquiring, holding, managingor disposing of investments (as principal or agent) for the purposes of theirbusiness or otherwise in circumstances which have not resulted and which willnot result in an offer to the public in any member state of the EEA within themeaning of the Prospectus Directive including any relevant implementing measuresin any member state. 21. 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 FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 22. represents and warrants that it is not acting in concert (within themeaning given in the City Code on Takeovers and Mergers) with any other Placeeor any other person in relation to the Company; 23. represents and warrants that it has complied and will comply with allapplicable provisions of FSMA with respect to anything done by it in relation tothe Placing Shares in, from or otherwise involving the United Kingdom; 24. represents and warrants that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to thisparticipation and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this announcement (including this Appendix)); 25. undertakes that it will pay JPMorgan Cazenove or UBS, as appropriate forthe Placing Shares acquired by it in accordance with the terms of thisannouncement (including this Appendix) on the due time and date set out herein,failing which the relevant Placing Shares may be sold to other persons at suchprice as JPMorgan Cazenove or UBS, as appropriate may determine and withoutliability to such Placee, and that it will remain liable for any shortfallbetween the net proceeds of such sale and the aggregate amount owed by it andmay be required to bear any stamp duty or 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; 26. acknowledges that participation in the Placing is on the basis that, forthe purposes of the Placing, it is not and will not be a client of JPMorganCazenove or UBS and that neither JPMorgan Cazenove nor UBS has any duties orresponsibilities to it for providing the protections afforded to its clients norfor providing advice in relation to the Placing nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in thePlacing Agreement or the contents of this Announcement; 27. 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 JPMorgan Cazenove nor UBS nor the Company will be responsible for anyliability to stamp duty or stamp duty reserve tax resulting from a failure toobserve this requirement. Each Placee and any person acting on behalf of thePlacee agrees to subscribe on the basis that the Placing Shares will be allottedto the CREST stock account of JPMorgan Cazenove on behalf of the Joint LeadManagers who will hold them as nominee on behalf of the Placee until settlementin accordance with its standing settlement instructions; 28. undertakes to pay any capital duty, stamp duty or stamp duty reserve taxand all other stamp, issue, securities, transfer, registration, documentary orother similar duties or taxes payable or otherwise required to be paid inrespect of the allotment, issue, delivery or transfer of the Placing Shares orany interest therein to or by it, or the acquisition or disposal of, or inconnection with any agreement to subscribe or for the allotment, issue, deliveryor transfer of, the Placing Shares or any interest therein to it or by itpursuant to or as a result of the arrangements contemplated by the PlacingAgreement or this Appendix or in connection with the issue, execution ordelivery of the Placing Agreement or this Appendix and any interest or penaltiespayable in respect thereof and to indemnify (on an after tax basis) and holdharmless the Banks, the Company and their respective agents to the extent thatthe Banks and/or the Company pay or are or become liable to pay any amount inrespect of such duties and taxes. References in this paragraph 28 to PlacingShares include any interest in, or rights to allotment of, or rights tosubscribe for or options to subscribe, Placing Shares. Neither Bank shall beliable to pay any amount pursuant to this paragraph 28; 29. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in accordance with the laws ofEngland and it submits (on behalf of itself and on behalf of any Placee on whosebehalf it is acting) to the exclusive jurisdiction of the English courts asregards any claim, dispute or matter arising out of any such contract, exceptthat enforcement proceedings in respect of the obligation to make payment forthe Placing Shares (together with any interest chargeable thereon) may be takenby JPMorgan Cazenove and/or UBS in any jurisdiction in which the relevant Placeeis incorporated or in which any of its securities have a quotation on arecognised stock exchange; 30. agrees that the Company, JPMorgan Cazenove, UBS and others will rely uponthe truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to each of JPMorgan Cazenoveand UBS on its own behalf and on behalf of the Company and are irrevocable; and 31. agrees to indemnify and hold the Company, JPMorgan Cazenove and UBSharmless from any and all costs, claims, liabilities and expenses (includinglegal fees and expenses) 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 Placing. 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 otherperson) 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 agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor JPMorgan Cazenove nor UBS will beresponsible and the Placee to whom (or on behalf of whom, or in respect of theperson for whom it is participating in the Placing as an agent or nominee) theallocation, allotment, issue or delivery of Placing Shares has given rise tosuch UK stamp duty or stamp duty reserve tax undertakes to pay such UK stampduty or stamp duty reserve tax forthwith and to indemnify on an after-tax basisand to hold harmless the Company, JPMorgan Cazenove and UBS in the event thatthe Company and/or JPMorgan Cazenove and/or UBS has incurred any such liabilityto UK stamp duty or stamp duty reserve tax. Stamp, registration, documentary, transfer and similar taxes or duties payableoutside the UK will be the responsibility of the relevant Placee and the Placee,or the Placee's nominee, in respect of whom (or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such non-UKstamp, registration, documentary, transfer or similar taxes or duties undertakesto pay such taxes and duties forthwith and to indemnify on an after-tax basisand to hold harmless the Company and JPMorgan Cazenove and UBS in the event thatany of the Company and/or JPMorgan Cazenove and/or UBS has incurred any suchliability to such taxes or duties. All times and dates in this announcement may be subject to amendment. JPMorganCazenove shall notify the Placees and any person acting on behalf of the Placeesof any changes. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for the Company and noone else in connection with the Placing and will not be responsible to anyoneother than the Company for providing the protections afforded to its clients norfor providing advice in relation to the Placing or in relation to the contentsof this announcement or for any other transaction, arrangement or mattersreferred to in this announcement. UBS is acting exclusively for the Company and no one else in connection with thePlacing and will not be responsible to anyone other than the Company forproviding the protections afforded to its clients nor for providing advice inrelation to the Placing or in relation to the contents of this announcement orfor any other transaction, arrangement or matters referred to in thisannouncement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Firstgroup