10th Dec 2008 16:48
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
10 December 2008
Logica expects to raise circa ‚£85 million via an equity placing to reduce debt
Accelerated bookbuild launched to raise circa ‚£85m
Major shareholders have already indicated their strong support
Current trading remains in line with 14 November statement
Expected net debt/EBITDA reduced to between 1.5x and 1.7x at end of 2008
Full year dividend to be rebased to around 3p per share
The Board of Logica plc ("Logica") announces today that it has decided to raise additional equity capital through an accelerated share offering (the "Placing").
There has been no change in trading since the Interim Management Statement issued on 14 November 2008. We are making good progress on our Programme for Growth, including the acceleration of cost savings which we announced in November. Logica expects to deliver revenue growth for 2008 of slightly above 4% and to deliver margin at a similar level to 2007. For 2009, Logica continues to plan on the basis of modest revenue growth.
Under the terms of the placing, Logica intends to place circa 122 million new ordinary shares of 10p each in the Company (the "Placing Shares"), representing circa 8.3% of the current issued ordinary share capital. Logica's major shareholders, including Schroders and Aviva Investors, have already provided significant commitment for the offering.
In addition, the Board has reviewed Logica's dividend policy. The Board now expects to recommend a 2008 full year dividend of around 3p per share, compared to a full year dividend of 5.8p for 2007. It is expected that the 2009 dividend will be maintained at a level of around 3p, with progressive increases in the dividend thereafter.
The proceeds from the placing and dividend reduction will be used to reduce debt, providing Logica with additional flexibility should debt markets remain difficult.
Today's share offering builds on Logica's recent success in raising ¢â€š¬500 million of bank debt and is expected to result in net debt/EBITDA of between 1.5x to 1.7x at the end of 2008 and between 1.2x to 1.4x at the end of 2009.
The Placing will be effected by way of an accelerated bookbuild which will be launched immediately following this announcement. Deutsche Bank AG ("Deutsche Bank") and Merrill Lynch International ("Merrill Lynch") have been appointed as joint bookrunners in respect of the Placing (together the "Managers").
The number of Placing Shares and the price at which the Placing Shares are to be placed will be determined at the close of the bookbuild and announced shortly thereafter.
The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing.
For further information:
Logica Investor relations Karen Keyes/Frances Gibbons +44(0) 20 7446 1338/+44 (0) 7801 723 682
Logica media relations Carolyn Esser/Louise Fisk +44 (0) 20 7446 2887/ +44 (0) 7841 602 391/+44 (0) 7798 857 770
Merrill Lynch International Michael Findlay/Andrew Fairclough/Oliver Holborn
+44 (0) 20 7996 1000
Deutsche Bank Charles Wilkinson/Louise Miller/Ed Sankey +44 (0) 20 7545 8000
Brunswick Tom Buchanan +44 (0) 20 7404 5959
General
This announcement has been issued by and is the sole responsibility of Logica plc.
An application will be made for, and the Placing is conditional on, inter alia, admission of the Placing Shares to listing on the Official List maintained by the UK Listing Authority and to admission to trading by the London Stock Exchange on its market for listed securities (together "Admission"). The Placing Shares will be issued credited as fully paid and will rank pari pasu with the existing ordinary shares of Logica, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. It is expected that Admission will take place on 16 December 2008.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of any securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or invitation is unlawful. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, (the "Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered, sold or transferred in the United States or to a U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.
Certain statements made in this announcement are forward looking statements. Such forward looking statements are based on current expectations and numerous assumptions regarding the Company's present and future business strategies and the environments in which the Company will operate in the future. Such assumptions may or may not prove to be correct and actual results and performance could differ materially from any expected further results or performances, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, changes in global, political, economical, business, competitive, market and regulatory forces, future exchange and interest rates and future business combinations or disposals. The Company expressly disclaims and assumes no responsibility to update or revise any of the forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share.
Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by Logica or any of the Managers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Deutsche Bank, Merrill Lynch or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by Logica, the Managers or any of their respective affiliates that would, or which is intended to, permit (i) a public offer of the Placing Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Logica and the Managers to inform themselves about and to observe any such restrictions.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting exclusively for the Company and no one else in connection with the Placing and the other matters referred to in this announcement. Deutsche Bank will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Placing and the other matters referred to herein.
Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Logica and no one else in connection with the Placing, and will not be responsible to anyone other than Logica for providing the protections offered to customers of Merrill Lynch nor for providing advice in relation to the Placing or any other matter referred to herein.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
Important Information for Placees only regarding the Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (2) IN THE UNITED KINGDOM, FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN LOGICA.
This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are Qualified Investors.
By participating in the Bookbuilding and the Placing, Placees will be deemed to have read and understood this Appendix in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements and undertakings contained herein.
In particular, each such Placee represents, warrants and acknowledges to the Company and the Managers 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 the purposes of its business;
in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
it is a Qualified Investor; and
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance upon Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"); and
it is entitled to subscribe the Placing Shares under the laws of all relevant jurisdictions which apply to it and that the subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company or otherwise.
This announcement (including this Appendix) does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to subscribe for or acquire, Placing Shares in any jurisdiction including, without limitation, Australia, Canada, Japan or the United States. This announcement and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, to persons in Australia, Canada, Japan, or the United States or in any jurisdiction in which such publication or distribution is unlawful. No action has been or will be taken by any of the Company, Deutsche Bank AG, Merrill Lynch or any person acting on behalf of any of the Company, Deutsche Bank AG or Merrill Lynch that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required.
The Placing Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered, sold or transferred in the United States or to a U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.
The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by Logica, the Managers or any of their respective affiliates that would, or which is intended to, permit (i) a public offer of the Placing Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Logica and the Managers to inform themselves about and to observe any such restrictions.
In this Appendix, unless the context otherwise requires, the "Company" means Logica plc and "Placee" includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been or is given.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FSA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this announcement (the "Publicly Available Information"). Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of either of the Managers or the Company and neither of the Managers, the Company nor any person acting on such person's behalf nor any of their Affiliates has or shall have any liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Managers have entered into a placing agreement (the "Placing Agreement") with the Company under which the Managers have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, as an agent for and on behalf of the Company, to use their reasonable endeavours to seek to procure Placees for the Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to listing and trading
An application will be made to the FSA for admission of the Placing Shares to the Official List and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 16 December 2008 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.
Bookbuilding
The Managers will today commence the Bookbuilding to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Managers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding as they may, in their sole discretion, determine.
Principal terms of the Bookbuilding and Placing
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Managers. Each of the Managers is entitled to enter bids in the Bookbuilding.
The Bookbuilding will establish a single price (the "Placing Price") payable to the Managers by all Placees whose bids are successful. The Placing Price will be agreed between the Managers and the Company following completion of the Bookbuilding and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price will be announced (the "Pricing Announcement") on a Regulatory Information Service following the completion of the Bookbuilding.
To bid in the Bookbuilding, Placees should communicate their bid by telephone to their usual sales contact at Deutsche Bank or Merrill Lynch. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Managers or at prices up to a price limit specified in its bid. Bids may be scaled down by the Managers on the basis referred to in paragraph 8 below. Each of Deutsche Bank or Merrill Lynch is arranging the Placing severally, and not jointly or jointly and severally, as agent for and on behalf of the Company.
The timing of the closing of the Bookbuilding is at the discretion of the Managers and the Company. The Managers may, in agreement with the Company, accept bids that are received after the Bookbuilding has closed.
If you choose to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares you will be deemed to have read and understood this announcement in its entirety (including this Appendix) and to be making such offer on the terms and conditions contained herein and to be providing the representations and acknowledgements contained in this Appendix.
Allocations will be confirmed orally by the Managers as soon as practicable following the close of the Bookbuilding. The relevant Manager's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the relevant Manager and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's Memorandum and Articles of Association.
The Company will make the Pricing Announcement following the close of the Bookbuilding detailing the number of Placing Shares to be issued and the price at which such Placing Shares have been placed.
Subject to paragraphs 6 and 7 above, the Managers may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine. They may also, notwithstanding paragraphs 6 and 7 above, subject to the prior consent of the Company (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding has closed to any person submitting a bid after that time.
Allocations will be confirmed in writing by the Managers by no later than 11.59 p.m. (London time) on 11 December 2008.
A bid in the Bookbuilding will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Manager's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Manager and the Company, to pay to it (or as it may direct) in sterling in cleared funds an amount equal to the product of the Placing Price and the amount of Placing Shares such Placee has agreed to acquire. Each Placee's obligations will be owed to the Company and to the relevant Manager.
Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
All obligations under the Bookbuilding and the Placing will be subject to fulfilment of, amongst others, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
By participating in the Bookbuilding each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Managers nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Managers nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Managers' conduct of the Bookbuilding or of such alternative method of effecting the Placing as the Managers and the Company may agree.
Registration and Settlement
Deutsche Bank is acting as settlement agent to the Placing. The Company has undertaken that it will, prior to 9.00 a.m. (London time) on the day of Admission and subject only to Admission, allot the Placing Shares to the CREST account of Deutsche Bank (on behalf of itself and the other Manager) as nominee for the Placees (or, if applicable, the relevant Manager), pending transfer of legal title on the terms that upon such allotment becoming unconditional, the Placing Shares shall be credited as fully paid and shall rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue and allotment of the Placing Shares.
If Placees are allocated any Placing Shares in the Placing, they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Manager. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Manager.
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Settlement through CREST will be on a T + 3 basis unless otherwise notified by the Managers and is expected to occur on 16 December 2008. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Managers may agree that the Placing Shares should be issued in certificated form. The Managers reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR.
If Placees do not comply with their obligations, the relevant Manager may sell their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each Placing Share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation.
In the event that a Placee defaults on its payment obligations and fails to make payment of the aggregate amount owed by them to the relevant Manager in respect of the number of Placing Shares allocated to them, the Managers will not subscribe such Placing Shares in place of that Placee.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The Placing is, conditional on, inter alia:
(a) the Terms of Subscription having been executed and delivered by the Company and the Managers and the publication of an announcement detailing the Placing Price and the number of Placing Shares;
(b) the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement; and
(c) Admission having occurred by 8.00am on the date agreed by the Company and the Managers (expected to be 16 December 2008).
If the conditions in the Placing Agreement are not satisfied or waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Managers may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
The Managers may waive compliance by the Company, or extend the time and/or date for fulfilment by the Company, with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions including the condition relating to Admission referred to in paragraph (a) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
None of the Managers nor any of their Affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally.
Lock up
The Company has agreed with the Managers that, for a period beginning on the date of this announcement and ending on the date which is 45 days after the Closing Date, neither the Company nor any person controlled by the Company, nor any person acting on the Company's behalf, will, directly or indirectly, inter alia, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any securities of the same class as the Placing Shares in each case without the prior written consent of Managers and in each case other than in respect of grants or exercises of options pursuant to the terms of the existing employee share schemes of the Company,
Termination of the Placing
Notwithstanding anything contained in this Agreement, the Managers may by notice to the Company given at any time on or prior to the Closing Date, terminate the Placing Agreement in, inter alia, any of the following circumstances:
(a) any of the conditions have not been satisfied by the Company or (to the extent capable of being waived) waived by the Managers; or
(b) it shall come to the notice of the Managers that any statement contained in any Placing Document is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents, or any of them, and which the Managers consider to be material in the context of the Placing or there has been a breach of any of the warranties and representations contained in the Placing Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement; or
(c) if admission to listing of the Shares on the Exchange has been withdrawn, or trading in any shares of the Company has been suspended or limited by the FSA on the London Stock Exchange, or if trading generally on the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the regulatory authorities of the United Kingdom or any other governmental or self-regulatory authority, or a material disruption has occurred in commercial banking or shares settlement or clearance services in the United Kingdom or in Europe.
If the Placing Agreement is terminated in accordance with its terms, the parties shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to this Agreement.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees that:
it has read this announcement (including this Appendix) in its entirety and that its purchase of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;
it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing;
it acknowledges (i) that the Ordinary Shares of the Company are listed on the London Stock Exchange, (ii) that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (the "Exchange Information") which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and (iii) that it is able to obtain or access the Exchange Information, which constitutes Publicly Available Information;
(i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information, (ii) neither of the Managers, their respective Affiliates or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, (iii) it may not rely, and has not relied, on any investigation that any of the Managers, or any person acting on its or their behalf may have conducted with respect to the Placing Shares or the Company, and (iv) it has made its own investigation of the business, financial and other position of the Company and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
the content of this announcement is exclusively the responsibility of the Company and that neither of the Managers nor any person acting on their behalf is responsible for or has or shall have any liability for any information or representation relating to the Company contained in this announcement or the Publicly Available Information nor will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
it is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, or Japan, and each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, (i) not in the United States or (ii) acquiring the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares and represents and, in the case of (ii) above, warrants that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States;
the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws of Australia, Canada, Japan or the United States and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within Australia, Canada, Japan or the United States;
it and/or each person on whose behalf it is participating:
is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions;
has fully observed such laws;
has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities;
the Placing Shares have not and will not be registered under the Securities Act, or under the securities laws of any state of the United States, and are being offered and sold on behalf of the Company in offshore transactions (as defined in Regulation S under the Securities Act);
it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except (i) in an offshore transaction in accordance with Regulation S under the Securities Act; or (ii) pursuant to an effective registration statement under the Securities Act and that, in each such case, such offer, sale, pledge, or transfer will be made in accordance with any applicable securities laws of any state of the United States;
it acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account;
the Managers are acting exclusively for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections offered to their respective clients nor for providing advice in relation to the Placing. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business.
it will make payment to the Managers in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others (or the Managers) on such terms as the Managers determine;
the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. The Managers and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Deutsche Bank who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85 (1) of the FSMA;
it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it or on its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);
it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations (2003) (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
the Company, the Managers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements;
the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to subscribe for and acquire Placing Shares pursuant to the Bookbuilding and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or the Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company and the Managers harmless from and against any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Bookbuilding and / or the Placing.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Managers would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant 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 penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of the Managers for themselves and on behalf of the Company and are irrevocable.
The Managers are acting exclusively for the Company and no-one else in relation to the Bookbuilding and the Placing and will not be responsible to any person (including Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Bookbuilding or the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.
Each Placee and any person acting on behalf of the Placee acknowledges that neither of the Managers owes any fiduciary or other duties to any Placee in respect of any representations, warranties or undertakings in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the Managers may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with either of the Managers, any money held in an account with either Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FSA which therefore will not require the Managers to segregate such money, as that money will be held by it under a banking relationship and not as trustee.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
All times and dates in this announcement may be subject to amendment. The relevant Manager will notify Placees and any persons acting on behalf of the Placees of any changes.
DefinitionsIn this Appendix:
Admission means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and the admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities;
Affiliate means any holding company, subsidiary, branch or associated undertaking (including, without limitation, joint venture partners) of a Manager from time to time or any subsidiary, branch or associated undertaking (including, without limitation, joint venture partners) of any such holding company from time to time;
Board means the Board of Directors of the Company or a duly authorised committee thereof;
Bookbuilding means the bookbuilding procedure to be carried out by the Managers in connection with the Placing;
FSA means the Financial Services Authority;
FSMA means the Financial Services and Markets Act 2000, as amended;
Group means the Company and its subsidiary undertakings and associates;
LIBOR means The London Interbank Offered Rate;
Listing Rules means the listing rules produced by the FSA under Part VI of the FSMA and forming part of the FSA's Handbook of rules and guidance, as from time to time amended;
Logica or the Company means Logica plc;
London Stock Exchange means London Stock Exchange plc;
Managers means Deutsche Bank AG and Merrill Lynch International;
Official List means the list maintained by the FSA in accordance with section 74(1) of the FSMA for the purposes of Part VI of the FSMA;
Ordinary Shares means ordinary shares of 10 pence each in the capital of the Company;
Placees means persons (including individuals, funds, corporations or others) on whose behalf a commitment to acquire Placing Shares has been given and Placee means any one of them;
Placing means the placing of the Placing Shares by the Managers with institutional and other investors on behalf of the Company;
Placing Agreement means the agreement dated 10 December 2008 between the Company and the Managers in connection with the Placing;
Placing Price means the price per Ordinary Share at which, subject to the due execution and delivery by the Company and the Managers of the Terms of Subscription, each of the Managers will agree to procure Placees for the Placing Shares pursuant to the Placing Agreement and the Terms of Subscription;
Placing Shares means the Ordinary Shares which are to be issued pursuant to the Placing;
Regulatory Information Service means any of the regulatory information services included within the list maintained on the London Stock Exchange's website;
Securities Act means the US Securities Act of 1933, as amended;
Term of Subscription means the terms of subscription to be executed by the Company and the Managers setting out, inter alia, the Placing Price and the number of Placing Shares, subject to the decision to do so following completion of the Bookbuilding;
United Kingdom means the United Kingdom of Great Britain and Northern Ireland; and
United States or US means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.
vendorRelated Shares:
LOG.L