10th May 2007 07:02
Babcock International Group PLC10 May 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. Babcock International Group PLC10 May 2007 Babcock International Group PLC ("Babcock" or the "Company") Equity placing to raise £90 million The board of directors of Babcock (the "Board") has separately announced todaythat Babcock has entered into a conditional agreement (the "AcquisitionAgreement") for the acquisition of Devonport Management Limited ("DML") (the "Acquisition") for £350 million and its preliminary results for the year ended 31March 2007. As part of the funding for the Acquisition, Babcock today also announces a fullyunderwritten, non pre-emptive placing (the "Placing") of 19,000,000 new ordinaryshares in the capital of Babcock (the "Placing Shares") at a Placing Price of475 pence per share to raise £90 million before expenses. The Placing Shareswill rank pari passu with the existing ordinary shares in all respects,including the right to receive the proposed final dividend of 5.65 penceannounced today. The Placing is not conditional on the Acquisition completing. If theAcquisition does not complete, Babcock will use the proceeds from the placingfor potential investment opportunities or general corporate purposes. The Placing Shares are being placed, subject to the terms and conditions of thePlacing Agreement, with institutional investors and will represent approximately9.1 per cent. of Babcock's current issued share capital. There has been noequity fund raising exercise by Babcock in the 12 months immediately precedingthe date of this announcement. JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as sole bookrunner tothe Placing. The Placing has been fully underwritten by J.P. Morgan SecuritiesLtd. ("JPMSL"), subject to the terms and conditions of the Placing Agreement.The Placing will take place in accordance with the terms and conditions set outin the Appendix to this announcement. 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"). Settlement for the Placing Shares issued pursuant to the Placing, as well asAdmission, is expected to take place on Tuesday 15 May 2007. This summary should be read in conjunction with the full text of the followingannouncement and the separate announcements made by the Company of theAcquisition and its preliminary results for the year ended 31 March 2007released 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 thesecurities laws of any state of the United States and may not be offered, soldor transferred, directly or indirectly, within the United States except pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable state securities laws. Thisannouncement does not constitute an offer to sell or the solicitation of anoffer to buy, nor shall there be any sale of, the Placing Shares in any state inwhich such offer, solicitation or sale would be unlawful. The Placing Shareshave not been, and will not be, registered with any regulatory authority of anystate within the United States. There will be no public offer of Placing Sharesin the United States, United Kingdom or elsewhere. No money, securities or otherconsideration is being solicited and, if sent in response to the informationherein, will not be accepted. ENQUIRIES: Babcock Tel: +44 (0) 20 7291 5000Peter Rogers, Chief ExecutiveBill Tame, Finance Director JPMorgan Cazenove Tel: +44 (0) 20 7588 2828(Financial adviser, sponsor & broker to Babcock and sole bookrunner to the placing)Dermot McKechnieShona Graham Financial Dynamics Tel: +44 (0) 20 7269 7121(PR for Babcock)Andrew LorenzRichard Mountain Save as expressly set out, this announcement 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. 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 JPMorgan Cazenove that would permit an offering 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 Company and JPMorganCazenove 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 JPMorgan Cazenove and their respective affiliates, will relyupon 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 JPMorgan Cazenove assume any responsibility or obligation toupdate 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 and their respective affiliates and agents shall haveno 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. APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONIN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OFSECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANYOTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL . IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC.") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOTCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACINGSHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM,OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC, WHICH INCLUDES LEGAL ENTITIESWHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARENOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to take up Placing Shares, will be deemed to have read andunderstood this Announcement in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. In particular,unless otherwise agreed in writing, each such Placee represents, warrants andacknowledges that it is a Relevant Person and undertakes that it will acquire,hold, manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; and is outside the United States, within the meaningof Regulation S under the Securities Act. The Placing Shares referred to in this announcement have not been, and will notbe, registered under the US Securities Act of 1933 as amended (the "SecuritiesAct") or under the securities 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 requirements of the Securities Act and applicable state securities laws.There will be no public offer of Ordinary Shares in the United States, theUnited Kingdom or elsewhere. The Placing Shares are being offered and soldoutside the United States in reliance on 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 passed upon or endorsed the meritsof this offering. Any representation to the contrary is unlawful. In addition,until 40 days after the commencement of the Placing, any offer or sale ofPlacing Shares in the United States by any dealer (whether or not participatingin the Placing) may violate the registration requirements of the Securities Act. 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 JPMorgan Cazenove that would permit an offering of suchordinary shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such ordinary shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company and JPMorganCazenove to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove and J.P.Morgan Securities Ltd ("JPMSL") have entered into aplacing agreement (the "Placing Agreement") with the Company whereby JPMorganCazenove has, subject to the conditions set out therein, agreed as agent for theCompany to use its reasonable endeavours to procure Placees to take up thePlacing Shares. If JPMorgan Cazenove fails to procure such Placees, JPMSL hasagreed, as principal, to take up these Placing Shares itself in accordance withthe terms of the Placing Agreement. 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 the Ordinary Shares after the date of issue of the Placing Shares. The allotment and issue of the Placing Shares will be made by the Company toPlacees procured by JPMorgan Cazenove (acting as agent for the Company) inconsideration for the transfer to the Company of certain shares in a Jerseyincorporated subsidiary of the Company by JPMorgan Cazenove. 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 take up Placing Shares has been given. Application for listing and admission to trading Application will be made to the FSA for admission of the Placing Shares to theOfficial List maintained by the FSA (the "Official List") and to the Exchangefor admission to trading of the Placing Shares on its market for listedsecurities. It is expected that dealings in the Placing Shares will commence nolater than Tuesday 15 May 2007. Participation in, and principal terms of, the Placing Each Placee's allocation will be confirmed to Placees orally by JPMorganCazenove following the close of the Placing, and a trade confirmation will bedispatched as soon as possible thereafter. JPMorgan Cazenove's oral confirmationto such Placee will constitute an irrevocable legally binding commitment uponsuch person (who will at that point become a Placee) to accept the allotment andissue of the number of Placing Shares allocated to it at the Placing Price onthe terms and conditions set out in this Appendix and in accordance with theCompany's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to JPMorgan Cazenove, to pay to it (or as it may direct) incleared funds an amount equal to the product of the Placing Price and the numberof Placing Shares of which such Placee has agreed to accept the allotment andissue. 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 JPMorgan Cazenove and JPMSL under the Placing Agreement areconditional upon, inter alia: (a) the Placing Results Announcement being published through a RegulatoryInformation Service by not later than 6.00 p.m. today, 10 May 2007; and (b) Admission taking place not later than 8.00 a.m. on Tuesday, 15 May2007; and (c) the warranties in the Placing Agreement being true and accurate andnot misleading in all material respects at all times before Admission; and (d) the Company complying in all material respects with its obligationsunder the Placing Agreement. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by JPMorgan Cazenove and JPMSL by the respective time or date wherespecified (or such later time or date as JPMorgan Cazenove, JPMSL and theCompany may agree but not later than 8.00 a.m. on 22 May 2007), (b) any suchcondition becomes incapable of being fulfilled and is not waived or (c) thePlacing Agreement is terminated in the circumstances specified below, thePlacing will lapse and the Placees' rights and obligations hereunder shall ceaseand terminate at such time and each Placee agrees that no claim can be made byor on behalf of the Placee (or any person on whose behalf the Placee is acting)in respect thereof. By participating in the Placing you agree that your rights and obligationshereunder terminate only in the circumstances described above and will not becapable of rescission or termination by you. JPMorgan Cazenove and JPMSL reservethe right (with the agreement of the Company) to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Anysuch extension or waiver will not affect Placees' commitments. JPMorgan Cazenoveand JPMSL shall have no liability to any Placee (or to any other person whetheracting on behalf of a Placee or otherwise) in respect of any decision it maymake as to whether or not to waive or to extend the time and/or date for thesatisfaction of any condition in the Placing Agreement. Right to terminate under the Placing Agreement JPMorgan Cazenove and JPMSL may, at any time before Admission, terminate thePlacing Agreement in accordance with the terms of the Placing Agreement incertain circumstances if: (a) in the opinion of JPMorgan Cazenove and JPMSL (acting in good faith),the warranties in the Placing Agreement or any of them are not true and accurateor have become misleading (or would not be true and accurate or would bemisleading if they were repeated at any time before Admission) in all materialrespects by reference to the fact subsisting at the time when notice of breachis given; (b) in the opinion of JPMorgan Cazenove and JPMSL (acting in good faith),there has been a material adverse change in or affecting the operations,properties, conditional (financial or other), trading position or prospects orresults of operations or general affairs of the Company and its subsidiaryundertakings taken as a whole; or (c) in the opinion of JPMorgan Cazenove and JPMSL (acting in good faith)there has been (i) a change in national or international financial, political,economic or stock market conditions (primary or secondary); (ii) an incident ofterrorism, outbreak or escalation of hostilities, war, declaration of martiallaw or any other calamity or crisis in the United Kingdom or the United States;(iii) a suspension or material limitation in trading of securities generally orthe securities of the Company on the London Stock Exchange or the New York StockExchange; or (iv) any change in currency exchange rates or exchange controls ora disruption of settlement systems or a material disruption or generalmoratorium in commercial banking in each case as would , in the opinion ofJPMorgan Cazenove and JPMSL (acting in good faith) and, after such consultationwith the Company as shall be practicable in the circumstances, is of suchmagnitude or severity as to make it impracticable or inadvisable to proceed withthe Placing. By participating in the Placing you agree with JPMorgan Cazenove and JPMSL thatthe exercise by JPMorgan Cazenove or JPMSL of any right or termination or otherdiscretion under the Placing Agreement shall be within the absolute discretionof JPMorgan Cazenove and JPMSL and that JPMorgan Cazenove and JPMSL need make noreference to you and shall have no liability to you whatsoever in connectionwith 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, the PlacingResults Announcement and any information publicly announced to a RegulatoryInformation Service by or on behalf of the Company prior to the date of thisAnnouncement (together, the "Publicly Available Information"). Each Placee, byaccepting a participation in the Placing, agrees that it has neither receivednor relied on any other information, representation, warranty or statement madeby or on behalf of JPMorgan Cazenove, JPMSL or the Company and JPMorgan Cazenoveand JPMSL will not 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 accepting a participation in the Placing. Nothing in this paragraphshall exclude the liability of any person 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 Cazenovereserves the right to require settlement for and delivery of the Placing Sharesto Placees in such other means that 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 in the Placing you will be sent aconditional contract note confirming the contract concluded upon acceptance ofyour earlier oral offer and also confirming the Placing Price and the aggregateamount due in respect of your allocation of Placing Shares. Settlement will beon a T+3 basis and is therefore expected to take place on 15 May 2007. Interestis chargeable daily on payments to the extent that value is received after thedue date at the rate of two percentage points above prevailing LIBOR asdetermined by JPMorgan Cazenove. If you do not comply with these obligations, JPMorgan Cazenove may sell yourPlacing Shares on your behalf and retain from the proceeds, for its own accountand benefit, an amount equal to the Placing Price plus any interest due. Youwill, however, remain liable for any shortfall below the Placing Price and youmay be required to bear any stamp duty or stamp duty reserve tax (together withany interest or penalties) which may arise upon any transaction in the PlacingShares on your behalf. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the conditional contract note is copied and delivered immediately tothe relevant person within that organisation. Insofar as Placing Shares are registered in your name or that of your nominee orin the name of any person for whom you are contracting as agent or that of anominee for such person, such Placing Shares will, subject as provided below, beso registered free from any liability to UK stamp duty or stamp duty reservetax. You will not be entitled to receive any fee or commission in connectionwith the Placing. Representations and Warranties By participating in the Placing each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read thisAnnouncement, including the Appendix, in its entirety; 2. acknowledges that no offering document or prospectus hasbeen prepared in connection with the placing of the Placing Shares andrepresents and warrants that it has not received a prospectus or other offeringdocument in connection therewith; 3. acknowledges that the Ordinary Shares are listed on theOfficial List, and the Company is therefore required to publish certain businessand financial information in accordance with the rules and practices of the FSA,which includes a description of the nature of the Company's business and theCompany's most recent balance sheet and profit and loss account and that it isable to obtain or access such information without undue difficulty; 4. acknowledges that neither JPMorgan Cazenove nor JPMSLnor the Company nor any of their affiliates nor any person acting on behalf ofany of them has provided, and will not provide it, with any material regardingthe Placing Shares or the Company other than this Announcement; nor has itrequested any of JPMorgan Cazenove, JPMSL, the Company, any of their affiliatesor any person acting on behalf of any of them to provide it with any suchinformation; 5. acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither JPMorgan Cazenovenor any person acting on its behalf has or shall have any liability for anyinformation, representation or statement contained in this Announcement or anyinformation previously published by or on behalf of the Company and will not beliable for any Placee's decision to participate in the Placing based on anyinformation, representation or statement contained in this Announcementprospectus or otherwise. Each Placee further represents, warrants and agreesthat the only information on which it is entitled to rely and on which suchPlacee has relied in committing itself to acquire the Placing Shares iscontained in this Announcement and any information previously published by theCompany by notification to a Regulatory Information Service, such informationbeing all that it deems necessary to make an investment decision in respect ofthe Placing Shares and that it has neither received nor relied on any otherinformation given or representations, warranties or statements made by any ofJPMorgan Cazenove, JPMSL or the Company and neither JPMorgan Cazenove, JPMSL northe Company will be liable for any Placee's decision to accept an invitation toparticipate in the Placing based on any other information, representation,warranty or statement. Each Placee further acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in deciding to participate in the Placing; 6. acknowledges that neither JPMorgan Cazenove nor JPMSLnor any person acting on behalf of it nor any of its affiliates has or shallhave any liability for any publicly available or filed information or anyrepresentation relating to the Company, provided that nothing in this paragraphexcludes the liability of any person for fraudulent misrepresentation made bythat person; 7. acknowledges that the Placing Shares have not been andwill not be registered under the Securities Act or with any State or otherjurisdiction of the United States, nor approved or disapproved by the USSecurities and Exchange Commission, any state securities commission in theUnited States or any other United States regulatory authority, and agrees not toreoffer, resell, pledge or otherwise transfer the Placing Shares except pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act; 8. represents and warrants that it is, or at the time thePlacing Shares are acquired that it will be, the beneficial owner of suchPlacing Shares, or that the beneficial owner of such Placing Shares is not aresident of Australia, Canada or Japan; 9. acknowledges that the Placing Shares have not been andwill not be registered under the securities legislation of the United States,Australia, Canada or Japan and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions; 10. represents and warrants that the issue to it, or theperson specified by it for registration as holder, of Placing Shares will notgive rise to a liability under any of sections 67, 70, 93 or 96 of the FinanceAct 1986 (depositary receipts and clearance services) and that the PlacingShares are not being acquired in connection with arrangements to issuedepositary receipts or to transfer Placing Shares into a clearance system; 11. represents and warrants that it has complied with itsobligations in connection with money laundering and terrorist financing underthe Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money LaunderingRegulations 2003 (the "Regulations") and, if making payment on behalf of a thirdparty, that satisfactory evidence has been obtained and recorded by it to verifythe identity of the third party as required by the Regulations; 12. if a financial intermediary, as that term is used inArticle 3(2) of the EU Prospectus Directive 2003/71/EC, represents and warrantsthat the Placing Shares 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 a Member State of the European EconomicArea which has implemented the Prospectus Directive other than qualifiedinvestors, or in circumstances in which the prior consent of JPMorgan Cazenovehas been given to the offer or resale; 13. represents and warrants that it has not offered or soldand, prior to the expiry of a period of six months from Admission, will notoffer or sell any Placing Shares to persons in the United Kingdom, 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 the United Kingdom within the meaning ofsection 85(1) of the FSMA; 14. represents and warrants that it has not offered or soldand will not offer or sell any Placing Shares to persons in the EuropeanEconomic Area prior to Admission except to persons whose ordinary activitiesinvolve them in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of their business or otherwise incircumstances which have not resulted in and which will not result in an offerto the public in any member state of the European Economic Area within themeaning of the Prospectus Directive (which means Directive 2003/71/EC andincludes any relevant implementing measure in any member state); 15. represents and warrants that it has only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of the FSMA) relating to the Placing Shares incircumstances in which section 21(1) of the FSMA does not require approval ofthe communication by an authorised person; 16. represents and warrants that it has complied and willcomply with all applicable provisions of the FSMA with respect to anything doneby it in relation to the Placing Shares in, from or otherwise involving, theUnited Kingdom; 17. represents and warrants that it and any person acting onits behalf is entitled to acquire the Placing Shares under the laws of allrelevant jurisdictions and that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to thisparticipation in the Placing and to perform its obligations in relation thereto(including, without limitation, in the case of any person on whose behalf it isacting, all necessary consents and authorities to agree to the terms set out orreferred to in this Announcement) and will honour such obligations; 18. undertakes that it (and any person acting on its behalf)will make payment for the Placing Shares allocated to it in accordance with thisAnnouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other Placees or sold as JPMorgan Cazenove mayin its sole discretion determine and without liability to such Placee; 19. acknowledges that none of JPMorgan Cazenove, nor JPMSL,nor any of its affiliates, nor any person acting on behalf of any of them, ismaking any recommendations to it, advising it regarding the suitability of anytransactions it may enter into in connection with the Placees and thatparticipation in the Placing is on the basis that it is not and will not be aclient of JPMorgan Cazenove or JPMSL and that JPMorgan Cazenove and JPMSL haveno duties or responsibilities to it for providing the protections afforded toits clients or customers or for providing advice in relation to the Placing norin respect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor for the exercise or performance of any ofits rights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 20. undertakes that the person who it specifies forregistration as holder of the Placing Shares will be (i) itself or (ii) itsnominee, as the case may be. Neither JPMorgan Cazenove nor JPMSL nor the Companywill be responsible for any liability to stamp duty or stamp duty reserve taxresulting from a failure to observe this requirement. Each Placee and any personacting on behalf of such Placee agrees to participate in the Placing and itagrees to indemnify the Company and JPMorgan Cazenove and JPMSL in respect ofthe same on the basis that the Placing Shares will be allotted to the CRESTstock account of JPMorgan Cazenove who will hold them as nominee on behalf ofsuch Placee until settlement in accordance with its standing settlementinstructions; 21. acknowledges that any agreements entered into by itpursuant to these terms and conditions shall be governed by and construed inaccordance with the laws of England and it submits (on behalf of itself and onbehalf of any person on whose behalf it is acting) to the exclusive jurisdictionof the English courts as regards any claim, dispute or matter arising out of anysuch contract, except that enforcement proceedings in respect of the obligationto make payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or JPMorgan Cazenove or JPMSL in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange; 22. agrees that the Company, JPMorgan Cazenove, JPMSL andtheir respective affiliates and others will rely upon the truth and accuracy ofthe foregoing representations, warranties, acknowledgements and undertakingswhich are given to JPMorgan Cazenove and JPMSL on their own behalf and on behalfof the Company and are irrevocable; and 23. agrees to indemnify and hold the Company, JPMorganCazenove, JPMSL and their respective affiliates 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, warranties,acknowledgements, agreements and undertakings in this Appendix and furtheragrees that the provisions of this Appendix shall survive after completion ofthe Placing. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company norJPMorgan Cazenove nor JPMSL will be responsible. If this is the case, eachPlacee should seek its own advice and notify JPMorgan Cazenove accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the allotment and issue tothem of any Placing Shares or the agreement by them to accept the allotment andissue of any Placing Shares. When a Placee or person acting on behalf of the Placee is dealing with JPMorganCazenove, any money held in an account with JPMorgan Cazenove on behalf of thePlacee and/or any person acting on behalf of the Placee will not be treated asclient money within the meaning of the rules and regulations of the FSA madeunder the FSMA. The Placee acknowledges that the money will not be subject tothe protections conferred by the client money rules; as a consequence, thismoney will not be segregated from JPMorgan Cazenove's money in accordance withthe client money rules and will be used by JPMorgan Cazenove in the course ofits own business; and the Placee will rank only as a general creditor ofJPMorgan Cazenove. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Babcock