Firm Placing and Placing and Open Offer

27th Apr 2009 16:45



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY LIBERTY INTERNATIONAL PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE AT WWW.LIBERTY-INTERNATIONAL.CO.UK

ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED HEREIN.

LIBERTY INTERNATIONAL PLC 

INTENTION TO RAISE APPROXIMATELY £500-600 MILLION VIA AN ISSUE OF NEW ORDINARY SHARES 

The Board of Liberty International PLC ("Liberty International" or the "Company") today announces its intention to raise gross proceeds of approximately £500-600 million by means of a Firm Placing and a Placing and Open Offer of New Ordinary Shares. The New Ordinary Shares will be issued at the Issue Price determined by a market book build process which commences today and is expected to close on Tuesday 28 April 2009. 

The Gordon Family Interests, which currently hold 79.2 million ordinary shares (21.7 per cent. of the current issued ordinary share capital), have agreed to subscribe for £30 million of New Ordinary Shares in the Firm Placing at the Issue Price. The Gordon Family Interests have also committed to subscribe for an additional £10 million of New Ordinary Shares at the Issue Price under their entitlement as shareholders in the Open Offer

Excluding the Gordon Family Interests' subscriptions of £30 million in the Firm Placing, the £470-570 million issue of New Ordinary Shares will comprise a £235-285 million firm offer of New Ordinary Shares to Placees and a £235-285 million offer, subject to clawback, of New Ordinary Shares to Placees, each at the Issue Price. Under the Placing and Open Offer, the Placees will agree to subscribe for the Open Offer Shares subject to clawback in respect of valid applications for the Open Offer Shares by Qualifying Shareholders. The Placees will agree to subscribe for an equal number of shares in the Firm Placing and in the Placing and Open Offer. The Open Offer will be made to all Qualifying Shareholders at the Issue Price in proportion to the number of Existing Ordinary Shares held on the relevant Record Date. Subject to availability, the Excess Application Facility will enable Qualifying Shareholders to apply for additional New Ordinary Shares equal to their pro rata entitlement to the Open Offer Shares. The subscription for the Firm Placed Shares is not subject to clawback by Qualifying Shareholders. The terms and conditions of the Placings are set out in the Appendix to this Announcement.

Admission is expected to occur and dealings in the New Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 28 May 2009. The New Ordinary Shares are expected to be listed on the Johannesburg Stock Exchange at 9.00 a.m. (South African time) on 28 May 2009. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.

The issue of the New Ordinary Shares under the Capital Raising is conditional on the passing of a special resolution by shareholders at an Extraordinary General Meeting expected to be held at 10.00 a.m. on 22 May 2009 (or such later time and/or date as the Company may notify to Shareholders). 

The proceeds of the Capital Raising (net of expenses of approximately £25 million) will reduce net indebtedness, increase the Group's available cash and undrawn committed financing facilities, improve financial ratios and increase financial flexibility.

Merrill Lynch International and UBS Investment Bank are acting as joint sponsors and brokers, HSBC Bank plc, Merrill Lynch and UBS Investment Bank are acting as joint lead managers and Barclays Capital and RBS Hoare Govett are acting as joint co-managers on behalf of Liberty International in respect of the Capital Raising. Goldman Sachs International is acting as financial adviser to the Company in relation to the Capital Raising.

A prospectus will be published and a circular will be sent to Shareholders in due course containing full details of how Qualifying Shareholders can participate in the Open Offer. The Prospectus will also be available to Qualifying Shareholders eligible to participate in the Open Offer free of charge, at Liberty International's registered office and on Liberty International's website at www.liberty-international.co.uk. 

Company and Transaction Highlights

- Liberty International has a high quality and defensive UK regional shopping centre and retail property business

- The Group has a predominantly non-recourse debt structure that provides financial flexibility

- The Capital Raising is part of management actions to improve the liquidity and financial strength of the Company

- The Capital Raising is intended to provide the Group with financial flexibility to deal with any further declines in property values in 2009 and beyond and positions the Group to benefit from any market recovery in due course

- The Board believes that this transaction structure provides greater certainty for the Company than a rights issue in raising the requisite equity capital

Trading update

Liberty International today released its Interim Management Statement for the period from 1 January 2009 to 27 April 2009. 

The full announcement is available at Liberty International's website at www.liberty-international.co.uk

Liberty International

The Group is well placed within the property industry, as the market leader in prime UK regional shopping centres, and has always focused on the highest quality defensive retail assets, with the Group's ownership including nine of the UK's top 30 regional shopping centres, and central London assets such as Covent Garden. 

The Board and management believe that this portfolio of UK regional shopping centres will, notwithstanding a moderate reduction in occupancy level as a result of recent tenant failures, continue to provide retailers with attractive locations and substantial customer flow. 

However, the ongoing turbulence in financial markets has continued to significantly impact the UK commercial property sector with substantial declines in property valuations, widespread market evidence of difficult conditions for achieving property disposals or obtaining bank finance, an increased level of tenant defaults and greater reluctance by tenants to make decisions in respect of new lettings. As a result, property values in the UK, as measured by the IPD Index, weakened by 35.6 per cent. in the 18 months to 31 December 2008 and by a further 8.9 per cent. in the three months to 31 March 2009. The Group's property valuations have outperformed the IPD Index, but nevertheless have fallen by 27.2 per cent. and a further 8.5 per cent. in the 18 months to 31 December 2008 and three months to 31 March 2009, respectively. As at 31 March 2009 the Group's investment and development properties were valued at £6.4 billion, a decrease of £0.6 billion since 31 December 2008 taking into account capital expenditure, asset disposals and currency movements in the period.

There have been declines and it is widely anticipated that there will continue to be further declines in commercial property values in the UK during 2009, reflected by the discount to reported historical net asset values at which the share prices of UK-listed real estate companies currently trade, and the current pricing of derivative contracts linked to the forward performance of the IPD Index. 

Group debt structure

The Group has a predominantly non-recourse debt structure with around 93 per cent. of the Group's £4.0 billion of net external debt as at 31 March 2009 being asset specific and non-recourse which provides flexibility to address its obligations, including curing potential covenant breaches, on an asset-by-asset basis. Potential remedies at an asset level include cash deposits or additional security, partial repayment and the renegotiation of covenants.

Despite the flexibility of the Group's existing capital structure, the Board has determined that it is in the long-term interests of Liberty International and its shareholders to undertake the Capital Raising as part of an overall action programme to improve the Group's liquidity position and to provide further flexibility to address the challenges ahead from a position of strength.

Management actions

In addition to the Capital Raising, the components of the action programme include:

- reducing capital expenditure and deferring projects other than where already committed;

- reducing administrative expenses; following cost saving measures including headcount reduction in 2008, the Group is targeting a reduction in administrative expenses for 2009 to £45 million, compared to £63 million in 2008; 

- refining the Group's strategic focus in recognition of the reduced availability of long-term finance; the Board and management view the UK regional shopping centre business of CSC and the Central London activities of Capco, particularly Covent Garden and Earls Court, as the key components for the future long-term success of the business;

- continuing the programme of disposals of non-core assets which totalled £200 million in 2008 and £340 million in 2007. Disposals to date in 2009 amount to £172 million, of which £120 million has completed, £22 million has exchanged and £30 million is under offer. In addition the Group has realised £31 million from the disposal of internal and third party CMBS notes;

- engaging with its corporate lending banks to stabilise the financial position of the Group by amending key lending conditions, thereby reducing the risks of any covenant breach in these facilities;

- increasing the equity capital base through the early conversion into Ordinary Shares of £32 million of Convertible Bonds; and

- restricting the 2008 dividend to the 16.5 pence per share interim dividend already paid which exceeds the expected minimum PID requirement for 2008 of 12.8 pence per share.

Effects of the Capital Raising 

The Capital Raising will improve the Group's debt to assets and interest cover ratios, augment the Group's cash resources, extend its debt maturity profile, and increase the Group's financial flexibility in this uncertain market environment. The proceeds from the Capital Raising will immediately reduce the Group's overall net debt position and will be available for use as described below.

The net proceeds will also substantially increase the Group's cash and undrawn committed financing facilities from the £313 million reported at 31 March 2009 and will provide the Group with financial flexibility to deal with further declines in property values in 2009 and beyond. Combined with the intended disposals of non-core assets, the Group will have cash resources to meet the Group's expected funding requirements for the last nine months of 2009 and 2010, in particular:

- £187 million of committed capital expenditure;

- £184 million of scheduled debt amortisation and repayment; 

- £19 million REIT entry charge; and

- amounts required for curing potential covenant breaches on non-recourse debt structures.

The Board has considered the focus of equity markets on funding sources and refinancing risk, recognising that real estate is a capital-intensive industry and under particular scrutiny. The Board believes that by addressing this proactively it will ensure the Group is well positioned to fund its obligations through operating cash flow, cash resources and existing debt facilities and benefit when the market recovers in due course. 

The Board believes that this transaction structure provides greater certainty for the Company than a rights issue in raising the requisite equity capital (taking into account the particular nature of its share ownership, with around 48 per cent. of shares held on the South African register).

As noted above, the Group is pursuing an action programme to improve the Group's liquidity position and to provide flexibility going forward. The Capital Raising is a significant part of that action programme and the Directors therefore believe it is important that the Capital Raising is completed. If the Capital Raising is not completed, there will be a number of consequences for the Group; in particular, the recently agreed revised covenants relating to its revolving facilities with its corporate lenders will not come into effect unless the Group can raise equity in excess of £350 million in a separate transaction or a waiver of this condition is granted by the lenders. There have been declines, and it is widely anticipated that there will continue to be further declines, in commercial property values in the UK during 2009 and any such declines may result in the existing covenants in such facilities being breached and/or the Group having insufficient cash to cure the potential covenant breaches in its non-recourse debt which these declines may cause. In such circumstances, the Group would expect to reduce its dividend to the minimum PID requirement, seek alternative sources of capital and financing (which may not be available or may not be available on acceptable terms), and, more importantly, expect to have to extend its programme of disposals beyond non-core assets in the absence of such alternative capital or financing. The Directors do not consider it would be in the best interests of shareholders to extend its disposal programme in that way in the current economic environment. In addition, the Group might also, if it were to determine that it would ultimately be in the best interests of Shareholders to do so, cede ownership of certain assets to its lenders.

Modification of Company's revolving credit facilities

The Company's £360 million unsecured revolving credit facilities with its corporate lenders, HSBC, Lloyds Bank, Barclays Bank and The Royal Bank of Scotland carry covenants which may be breached in the event of a sustained reduction in property values and have recently been renegotiated to reduce the risk of breach and introduce a common final maturity date of 10 June 2011. The modified credit facility is only available for drawdown and the recently agreed reduced covenants will only come into effect once the Company has raised not less than £350 million from equity issuances. The Capital Raising would satisfy this condition. Until the Company has raised, from equity issuances totalling in excess of £350 million (net), permitted financings and/or (subject to certain exceptions) asset disposals, £100 million in 2009 and a further £100 million in 2010, it is restricted from (i) paying dividends and making other distributions (above the amount required to maintain its status as a REIT) and (ii) injecting cash in excess of £200 million into certain non-recourse subsidiaries. Taking into account asset disposals in 2009 and the size of the Capital Raising, the Company will have already raised in excess of £200 million for these purposes.

Dividends and dividend policy

In respect of 2008, the Group has restricted the dividend on its ordinary share to the 16.5 pence per share interim dividend already paid which exceeds the expected minimum PID requirement for 2008 of 12.8 pence per ordinary share. 

The Board would also seek to maintain, subject to available resources, the intended dividend for 2009 at the level of 16.5 pence per ordinary share or the minimum PID requirement if greater. The dividend policy for future years will be kept under review.

Enquiries (analysts and investors only):

Liberty International Issuer Tel: +44 (0) 207 960 1200David FischelIan Durant

Merrill Lynch InternationalJoint Sponsor, Joint Broker and Joint Lead Manager Tel: +44 (0) 207 628 1000 Simon Mackenzie-Smith Simon Fraser Rupert Hume-Kendall

UBS Investment BankJoint Sponsor, Joint Broker and Joint Lead Manager Tel: +44 (0) 207 567 8000 John Woolland Fergus Horrobin Christopher Smith

HSBC Bank plcJoint Lead Manager Tel: +44 (0) 207 991 8888 Nick Donald

Goldman Sachs InternationalTel: +44 20 7774 1000 Andy Richard

 

Advisers

Merrill Lynch International and UBS Limited are acting as joint sponsors and joint brokers on behalf of Liberty International in respect of the Capital Raising. HSBC Bank, Merrill Lynch International and UBS Limited are acting as joint lead managers on behalf of Liberty International in respect of the Capital Raising. Goldman Sachs International is acting as a financial adviser to the Company in relation to the Capital Raising. Barclays Capital and RBS Hoare Govett are acting as co-lead managers in respect of the Capital Raising.

A copy of the Prospectus, if and when published, will be available from the registered office of Liberty International at 40 Broadway, London SW1H 0BT and on the Liberty International website at www.liberty-international.co.uk. The Prospectus (if published) will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown, Sandton 2196, South Africa, up to and including the date of Admission.

This Announcement is not a prospectus but an advertisement and Qualifying Shareholders should not subscribe for any Open Offer Shares referred to in this Announcement except on the basis of the information contained in the Prospectus and the Circular.

Neither the content of Liberty International's website nor any website accessible by hyperlinks to Liberty International's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Firm Placing and Placing and Open Offer and/or the transfer of the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia or Canada or Japan or the United States. No action has been taken by Liberty International that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement, the Prospectus or any other offering or publicity material or the Application Forms or SA Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of any of the New Ordinary Shares will be made in the United States. The New Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and in the United States pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. No public offering of the New Ordinary Shares will be made in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States. 

South African residents, comprising natural persons, should be aware that they will not be able to participate in the Capital Raising if they have utilised their foreign investment allowance or do not hold funds outside of South Africa with the approval of the SARB. Corporate shareholders (other than retirement funds, long-term insurers, collective investment scheme management companies and investment managers, collectively referred to as "institutional investors"), trusts and estates that are South African Resident Shareholders are not entitled to a foreign investment allowance and are thus precluded from participating in the Capital Raising under the current exchange control regulations. Foreign portfolio investments by institutional investors are also subject to certain limits based on an institution's total retail assets. South African Resident Shareholders should obtain through an authorised dealer any necessary approval or establish that an existing exchange control approval or exemption applies to such investment.

The New Ordinary Shares also have not been and will not be registered under the securities laws of any Excluded Territory or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Excluded Territories.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada or Japan.

Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited, which are authorised and regulated in the UK by the Financial Services Authority, are acting for Liberty International and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Liberty International for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited by the Financial Services and Markets Act 2000, none of Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett or UBS Limited accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Liberty International or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any such statement.

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 share of Liberty International for the current or future financial years would necessarily match or exceed the historical published earnings per share of Liberty International.

Certain statements made in this Announcement constitute forward-looking statements. Forward looking statements are typically identified by the use of forward looking terminology such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates' or the negative thereof or other variations thereon or comparable terminology, or by discussions of, e.g. future plans, present or future events, or strategy that involve risks and uncertainties. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Liberty International's control and all of which are based on Liberty International's current beliefs and expectations about future events. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Liberty International and its subsidiaries. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions; economic conditions in the UK and other jurisdictions in which Liberty International operates or invests; volatile property prices; any inability of Liberty International to hedge certain risks economically; adequacy of reserve estimates; Liberty International's ability to continue to obtain financing to meet liquidity needs; and exposure to various types of market risk (e.g., interest rate risk, foreign exchange rate risk, credit risk and commodity price risk). The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and Liberty International undertakes no duty to, and will not necessarily, update any of them in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

  APPENDIX: TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACINGS FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACINGS. THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND 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 PERSONS WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (B) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO PARTICIPATE IN THE PLACINGS BY THE BANKS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND 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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND THIS APPENDIX AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR THIS APPENDIX, WILL NOT BE ACCEPTED.

THIS ANNOUNCEMENT AND THIS APPENDIX IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE. 

If a Placee indicates to the Banks that it wishes to participate in the Placings by making an oral offer to acquire Placing Securities it will be deemed to have read and understood this Appendix and the announcement of which it forms part in their entirety (together with the Appendix, hereinafter, this "Announcement") and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in this Announcement. In particular each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Securities that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that (a) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Firm Placed Shares and Open Offer Placed Shares subscribed for and/or purchased by it in the Capital Raising will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale; and (b) it is either (i) outside the United States and is subscribing for the Firm Placed Shares and/or the Open Offer Placed Shares for its own account or is purchasing the Firm Placed Shares and/or the Open Offer Placed 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 (ii) a 'qualified institutional buyer' ("QIB") (as defined in Rule 144A under the Securities Act) or purchasing Placing Securities on behalf of a QIB, and who will sign the US Form of Acceptance. This Announcement does not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or subscribe for Placing Securities in any jurisdiction including, without limitation, the United States, Australia, Canada or Japan. This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, Australia, Canada or Japan or any jurisdiction in which the same is unlawful. 

In particular, the Placing Securities referred to in this Announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain limited exceptions. no public offering of the New Ordinary Shares will be made in the United States. The Placing Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placings or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 

The distribution of this Announcement and the offer and/or placing of Placing Securities in certain other jurisdictions may be restricted by law. No action has been taken by the Banks or the Company that would permit an offer of the Placing Securities or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Banks and the Company to inform themselves about and to observe any such restrictions.

Each Placee's commitments will be made solely on the basis of the information set out in the Placing Letter and the information publicly announced to a Regulatory Information Service by or on behalf of the Company on the date of this Announcement. Each Placee, by participating in the Placings, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of any of the Banks or the Company and none of the Banks, the Company or any person acting on such person's behalf nor any of their affiliates has or shall have liability for any Placee's decision to accept this invitation to participate in the Placings based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation on the business, financial or other position of the Company in accepting a participation in the Placings. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability will be accepted by any of the Banks or any of their respective employees, affiliates, advisers or agents or any other person as to or in relation to, the accuracy or completeness of any of the Prospectus or this Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefore is expressly disclaimed.

Proposed Firm Placing of New Ordinary Shares (the Firm Placed Shares) and Placing of New Ordinary Shares subject to clawback in respect of valid applications by Qualifying Shareholders (the Open Offer Placed Shares) and subject to the Excess Application Facility 

Placees are referred to this Announcement and the Prospectus, which the Company intends to publish once finalised, containing details of, inter alia, the Capital Raising and the Draft Circular. This Announcement and the Prospectus, have been prepared and issued, or will be issued, by the Company, and each of these documents is and will be the sole responsibility of the Company.

Subject to, amongst other conditions contained in the Placing Agreement, the Banks and the Company executing a Pricing Supplement following the institutional Bookbuilding in connection with the Placings, Qualifying Shareholders on the UK Register at close of business on 28 April 2009 and the SA Register at close of business on 7 May 2009 (or, in each case, such later date as may be agreed between the Company and Merrill Lynch International and UBS Limited (the "Placing Agents") will be offered the right to subscribe at the Issue Price, payable in full on acceptance, for their pro rata entitlement of the Open Offer Shares. Qualifying Shareholders will also be offered the right to subscribe for additional New Ordinary Shares equal to their pro rata entitlement to the Open Offer Shares in the Excess Application Facility. Entitlements to fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's entitlement will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold to the Placees in the Placing for the ultimate benefit of the Company. It is not expected that the final Prospectus will be published prior to any Placees entering into a legally binding commitment in respect of the Placings.

Application for listing and admission to trading

Application will be made to (i) the UKLA for the New Ordinary Shares to be admitted to the Official List and (ii) the London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on its main market for listed securities. Subject to all conditions being fulfilled, the Johannesburg Stock Exchange has approved the listing of the New Ordinary Shares on the main board of the Johannesburg Stock Exchange. Application will also be made to Euroclear UK & Ireland Limited for the entitlements to the Open Offer Shares ("Open Offer Entitlements") and the entitlements to the Open Offer Shares pursuant to the Excess Application Facility (the "Excess CREST Open Offer Entitlements") to be admitted as separate participating securities within CREST (together with the admission of the New Ordinary Shares as described above, "Admission"). 

Subject to satisfaction of the conditions referred to herein and to be set out in the Prospectus, it is expected that the Application Form will be despatched on 29 April 2009 and the SA Application Form will be dispatched on 2 May 2009 in the case of Qualifying South African Shareholders who hold their shares in certificated form and 9 May 2009 in the case of Qualifying South African Shareholders who hold their shares in dematerialised form with own name registration. These application forms will be sent to Shareholders who hold their Ordinary Shares in certificated form (other than, subject to certain exceptions, shareholders in the United States and certain other countries outside the United Kingdom, together "Overseas Shareholders") and to Qualifying South African Shareholders who hold their Ordinary Shares in uncertificated form or in dematerialised form with own name registration. It is expected that Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to stock accounts in CREST around 8.00 a.m. on 30 April 2009 to Qualifying Shareholders who hold their Ordinary Shares in uncertificated form (other than, subject to certain exceptions, Overseas Shareholders) and dealings in the New Ordinary Shares will commence at 8.00 a.m. on the day which is three Business Days following the Extraordinary General Meeting. The latest time and date for acceptance and payment in full in respect of the New Ordinary Shares is expected to be 11.00 a.m. on 21 May 2009. The Company and the Banks have agreed that if a Supplementary Prospectus is issued by the Company two Business Days or fewer prior to the date specified in the expected timetable for the Capital Raising as the latest date for acceptance and payment in full, such date shall be extended to the date which is three Business Days after the date of issue of the Supplementary Prospectus. 

The New Ordinary Shares will be issued subject to the memorandum and articles of association of the Company and will, when issued and fully paid, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends or other distributions made or declared in respect of such Ordinary Shares after the date of their issue.

Bookbuilding

Commencing today, the Placing Agents will be conducting the Bookbuilding to determine demand for participation in the Placings. The Placing Agents will seek to procure Placees as part of this Bookbuilding. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuilding and Placings. A commission of 1.75% of the value of the Open Offer Placed Shares subscribed for by each Placee will be paid to such Placee on the date of Admission subject to payment in full by such Placee for the New Ordinary Shares allocated to such Placee in accordance with this Announcement and such Placee's Placing Letter (as defined below).

Principal terms of the Bookbuilding

(a) By participating in the Bookbuilding and the Placings, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating and making an offer for any Placing Securities on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement and pursuant to a placing letter which will be provided to each Placee by the Placing Agents which the Placee is obliged to complete and sign (the "Placing Letter"). 

(b) The Placing Agents are arranging the Placings as agents of the Company. 

(c) Participation in the Placing will only be available to persons who may lawfully be and are invited to participate by the Placing Agents. The Banks and their respective affiliates are entitled to enter bids as principal in the Bookbuilding. 

(d) Any bid should state the number of Firm Placed Shares and Open Offer Placed Shares for which the person wishes to subscribe or the total monetary amount which it is offering to subscribe for Firm Placed Shares and Open Offer Placed Shares at the Issue Price) which is ultimately established by the Company and the Placing Agents, or at a price up to a price limit specified in its bid. The number of Firm Placed Shares and Open Offer Placed Shares bid for by a Placee must be the same.

(e) The Placing Agents reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at the Banks' absolute discretion. 

(f) The Bookbuilding will establish a single price for the Firm Placed Shares, the Open Offer Placed Shares and the Open Offer Shares. The Issue Price will be jointly agreed between the Banks and the Company following completion of the Bookbuilding and will be payable to the Placing Agents by the Placees in respect of the Placing Securities allocated to them. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules as published by the Financial Services Authority pursuant to Part IV of FSMA, and approved by the Company at the EGM. 

(g) The Bookbuilding is expected to close no later than 4.30 p.m. on 28 April 2009. The timing of the closing of the books, pricing and allocations is at the discretion of the Banks and the Company. The Placing Agents and the Company may, at their sole discretion accept bids that are received after the Bookbuilding has closed. 

(h) If successful, each Placee's allocation will be confirmed to it by the Placing Agents following the close of the Bookbuilding, and a Placing Letter will be dispatched as soon as possible thereafter. Oral or written confirmation (at the Placing Agents' discretion) from the Placing Agents to such Placee, following completion of the Bookbuilding, will constitute a legally binding commitment upon such Placee, in favour of the Placing Agents and the Company to subscribe for the number of Placing Securities allocated to it on the terms and conditions set out in this Announcement, the Placing Letter and in accordance with the Company's Memorandum and Articles of Association. Each Placee will confirm such legally binding commitment by completing, signing and returning a Placing Letter in accordance with the instructions therein, and should a Placee fail to do so the Placing Agents will retain the right to cancel their allocation or terminate such legally binding commitment. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Placing Agents to pay to the Banks (or as the Placing Agents may direct) in cleared funds an amount equal to the product of the Issue Price and the sum of the number of Firm Placed Shares and once apportioned (in accordance with the procedure described in the paragraph entitled "Placing Procedure" below), the Open Offer Placed Shares, which such Placee has agreed to acquire. 

(i) The Company will make a further announcement following the close of the Bookbuilding detailing the Issue Price and the number of New Ordinary Shares to be issued (the "Pricing Announcement"). It is expected that such Announcement will be made as soon as practicable after the close of the Bookbuilding. 

(j) A bid in the Bookbuilding will be made on the terms and conditions in this Announcement and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuilding.

(k) Subject to paragraphs (g) and (i) above, the Placing Agents may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine.

(l) Irrespective of the time at which a Placee's allocation(s) pursuant to the Placings is/are confirmed, settlement for all Placing Securities to be acquired pursuant to the Placings will be required to be made at the same time, on the basis explained below under the paragraph "Registration and Settlement".

All obligations under the Placings will be subject to the fulfilment of the conditions referred to below under the paragraph "Conditions of the Placings and Termination of the Placing Agreement". 

Conditions of the Placings and Termination of the Placing Agreement

Placees will only be called on to subscribe for Placing Securities if the obligations of the Banks under the Placing Agreement have become unconditional in all respects and the Banks have not terminated the Placing Agreement prior to Admission.

The Banks' obligations under the Placing Agreement are conditional upon, inter alia:

Execution of the Pricing Supplement;

the Company having complied with all its obligations under the Placing Agreement or under the terms or conditions of the Capital Raising which fall to be performed or satisfied on or prior to Admission, save to the extent that any non-compliance is not material in the context of the Capital Raising;

the warranties, representations, undertakings and covenants on the part of the Company, contained or referred to in the Placing Agreement being true, accurate and not misleading on and as of the date of the Placing Agreement, the date of publication of the Prospectus, the date of publication of any supplementary prospectus, the date of the closing of the Open Offer and the Closing Date, in each case, by reference to the facts and circumstances then existing; 

Admission having occurred by not later than 8.00 a.m. on the third Business Day after the date of the EGM or such later time and/or date as the Company and the Placing Agents may agree;

the Resolution having been passed without material amendment or such amendment as the Company and the Placing Agents may agree on the date of the EGM (or such later time as the Company and the Placing Agents may agree);

the Issue Price being determined and the Pricing Supplement being executed by the Company no later than 5.00 p.m. on 28 April 2009 (or such later date and/or time as the Company and the Banks may agree),

(all such conditions included in the Placing Agreement being together the "Conditions").

The Placing Agents may terminate the Placing Agreement at any time before Admission or on the occurrence of certain events, including, (i) in the opinion of the Placing Agents there has been a material adverse effect, (ii) the Placing Agents become aware that any of the warranties or representations given by the Company under the Placing Agreement are or would be untrue, incorrect or misleading, (iii) the Placing Agents become aware that the Company is in breach of any of its obligations under the Placing Agreement, (iv) a force majeure event as specified in the Placing Agreement has occurred, or (v) the application of the Company for Admission is withdrawn or is refused by the FSA or the London Stock Exchange for any reason. 

If any Condition has not been satisfied, has not been waived by the Banks or has become incapable of being satisfied (and is not waived by the Placing Agents) or if the Placing Agreement is terminated, all obligations under these terms and conditions and/or any Placing Letters will automatically terminate. By participating in the Bookbuilding and the Placings, each Placee agrees that its rights and obligations hereunder are conditional upon the Placing Agreement becoming unconditional in all respects and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Placing Agents (at the Placing Agents' discretion) following the close of the Bookbuilding. 

The Placing Agents may in their absolute discretion and upon such terms as they think fit waive fulfilment of any of the conditions (in whole or part) in the Placing Agreement or extend the time provided for fulfilment of any such conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. None of the Placing Agents 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 fulfilment of any condition in the Placing Agreement. 

By participating in the Placings each Placee agrees that the exercise by the Company or the Placing Agents of any right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company and the Placing Agents (as the case may be) and that neither the Company nor the Placing Agents need make any reference to such Placee and that neither the Company nor the Placing Agents shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. 

Withdrawal Rights

Placees acknowledge that their acceptance of any of the Placing Securities is not by way of acceptance of the public offer to be made in the Prospectus, Application Forms or the SA Application Forms but is by way of a collateral contract and as such section 87Q of the FSMA does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Capital Raising. If, however, a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm their acceptance of the offer on the terms contained in the Placing Letter on the same terms immediately after such right of withdrawal arises.

Placing Procedure

Any Open Offer Shares offered pursuant to the Capital Raising and not subject to valid applications from Qualifying Shareholders received by 11.00 a.m. on 21 May 2009 (or such other time and/or date as the Company and the Placing Agents may agree), or if not otherwise deemed to be valid in accordance with the Prospectus, will be deemed to have been declined and the entitlement to such shares will lapse.

Placees shall subscribe for the Firm Placed Shares and any allocation of the Firm Placed Shares will be notified to them by 4.30 p.m. on 28 April 2009 (or such other time and/or date as the Company and the Placing Agents may agree).

Placees will be called upon to subscribe, and shall subscribe, for the Open Offer Placed Shares only if valid applications from Qualifying Shareholders for such shares have not been received by 11.00 a.m. on 21 May 2009 (or such other time and/or date as the Company and the Banks may agree), or if applications have otherwise not been deemed to be valid in accordance with the Prospectus, and any allocation of the Open Offer Placed Shares to Placees will be notified to them by no later than 2.45 p.m. on the date of the EGM (or such other time and/or date as the Company and the Banks may agree). Any allotment of Open Offer Placed Shares to Placees will be in proportion to their allocation of Firm Placed Shares relative to the aggregate of the Firm Placed Shares.

Payment in full for any New Ordinary Shares so allocated at the Issue Price must be made by no later than midday (or such other time as shall be notified to each Placee by the relevant Placing Agent) on the date of Admission (or such other time and/or date as the Company and the Banks may agree). The Placing Agents will notify Placees if any of the dates in this Announcement should change, including as a result of delay in the posting of the Circular, the Prospectus, the Application Forms or the SA Application Forms or the crediting of the Open Offer Entitlements or Excess CREST Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and Settlement 

Settlement of transactions in the Placing Securities following Admission will take place within the CREST system, subject to certain exceptions. The Banks and the Company reserve the right to require settlement for and delivery of the Placing Securities to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. 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 Bank.

Each Placee allocated any Firm Placed Shares and conditionally allocated any Open Offer Placed Shares in the Placings will be sent a Placing Letter confirming the contract concluded upon acceptance of such Placee's earlier oral offer and also confirming the number of Firm Placed Shares and Open Offer Placed Shares conditionally allocated to it, the Issue Price and the aggregate amount owed by such Placee to the Banks. Settlement will be on a T+3 and delivery versus payment basis and settlement is therefore expected to take place on 28 May 2009. Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of two percentage points above prevailing LIBOR. Each Placee is deemed to agree that if it does not comply with these obligations, the Banks may sell any or all of the New Ordinary Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Securities, each Placee confers on the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully take in pursuance of such sale. 

The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transaction in the Placing Securities on such Placee's behalf. 

If Placing Securities are to be delivered to a custodian or settlement agent, Placees should ensure that the Placing Letter is copied and delivered immediately to the relevant person within that organisation. 

Acceptance

By participating in the Placings and/or completing (as applicable), signing and returning the Form of Acceptance contained in the Placing Letter, a Placee:

undertakes to the Banks in consideration of its allocation of a placing participation to subscribe at the Issue Price for any Placing Securities comprised in its allocation for which it is required to subscribe pursuant to these terms and conditions and/or the Placing Letter, subject to clawback of the Open Offer Placed Shares by Qualifying Shareholders in the Open Offer; 

confirms that it has read this Announcement and has not relied on any information given or any representations or statements made at any time by any person in connection with Admission, the Placings, the Company, the New Ordinary Shares, or otherwise, other than the information contained in this Announcement or the Draft Prospectus and that in accepting the offer of its placing participation it will be relying solely on the information contained in this Announcement or the Draft Prospectus, receipt of which is hereby acknowledged and undertakes not to redistribute such documents;

represents and warrants that if it has received any confidential price sensitive information about the Company in advance of the Placings, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

confirms that it has taken or will take all appropriate action required under the Proceeds of Crime Act 2002 and has complied with the Money Laundering Regulations 2007 and any other applicable legislation concerning prevention of money laundering (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;

acknowledges and accepts that the Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Securities and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Banks will not make any public disclosure in relation to such transactions;

represents and warrants that it is (i) if in the UK, a person of a kind described in articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and (ii) entitled to subscribe for the New Ordinary Shares comprised in its allocation under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Securities in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

represents and warrants that it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;

represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Securities in, from or otherwise involving the United Kingdom;

represents and warrants that it has all necessary capacity 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 Announcement) to enable it to commit to this participation and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement; 

represents and warrants that it is not, and at the time the Placing Securities are subscribed for and purchased will not be, subscribing on behalf of a resident of Australia, Canada or Japan;

represents and warrants that it does not expect the Banks to have any duties or responsibilities towards it for providing protections afforded to clients under the Rules of the Financial Services Authority (the "Rules") or advising it with regard to the Placing Securities and that it is not, and will not be, a client of any of the Banks as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;

represents and warrants that any exercise by the Banks of any right to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placings or the terms of the Placing Letter shall be within the Banks' absolute discretion and the Banks shall not have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof; 

represents and warrants that it is not, and it is not applying as nominee(s) or agent(s) for, a person/person(s) who is (are) or may be a person mentioned in sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services); 

if it is in the EEA, represents and warrants that it is a qualified investor as defined in section 86(7) of the FSMA, as amended, being a person falling within Articles 2.1(e)(i), (ii) or (iii) of Directive 2003/71/EC; 

if it is resident in South Africa, it has obtained the necessary approval from the SARB in order to participate in the Placings or it is entitled to make use of an exemption and is accordingly entitled to participate in the Placings;

confirms that the person who it specifies for registration as holder of the Placing Securities will be (i) the Placee or (ii) a nominee of the Placee, as the case may be, and acknowledges that the Banks and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement; it agrees to acquire any Placing Securities pursuant to the Placings on the basis that the Placing Securities will be allotted to a CREST stock account of one of the Banks who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

acknowledges that where it is acquiring Placing Securities for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account to acquire Placing Securities for that managed account;

if it is a pension fund or investment company, acknowledges that its acquisition of any Placing Securities is in full compliance with applicable laws and regulations;

it has not offered or sold and will not offer or sell any Placing Securities 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 has not offered or sold and will not offer or sell any New Ordinary 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);

acknowledges that participation in the Placings is on the basis that, for the purposes of the Placings, it is not and will not be a client of either Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, UBS Limited, Barclays Capital or RBS Hoare Govett and that none of Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, UBS International Limited, Barclays Capital or RBS Hoare Govett have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the contents of this Announcement;

acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by the Banks 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; 

agrees that the Banks and the Company will rely upon the truth and accuracy of the foregoing representations and warranties which are irrevocable;

agrees to indemnify and hold harmless the Company and each Bank and their directors, officers, employees, agents and affiliates and each person, if any, who controls any such Bank (within the meaning of Section 15 of the Securities Act or Section 20 of the US Securities Exchange Act of 1934) from and against any and all losses, claims, damages and liabilities (i) arising from any breach by such Placee of any of the provisions of this Announcement, the Placing Letter and (ii) incurred by the Banks and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement; and 

agrees to indemnify and hold the Company and the Banks harmless from 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 Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Capital Raising.

Please also note that the agreement to allot and issue Placing Securities to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK 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 Securities in question. Such agreement assumes that such Placing Securities are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Securities into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Securities, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks 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 Bank 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 UK by them or any other person on the acquisition by them of any Placing Securities or the agreement by them to acquire any Placing Securities.

Selling Restrictions 

In taking up an allocation of a placing participation a Placee:

represents and warrants that it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Securities; 

represents and warrants that, if it is a person (including without limitation, nominees and trustees of such a person) with a registered address outside the United Kingdom or a citizen or resident of a country other than the United Kingdom, it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories; 

confirms that it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Securities that are allocated to it for the purposes of its business; 

confirms that it is either (i) outside the United States purchasing in an offshore transaction pursuant to Regulation S of the Securities Act or (ii) a QIB or purchasing Placing Securities on behalf of a QIB, and who will sign the US Form of Acceptance, and who understands (or, if it is acting for the account of another person, such person has confirmed that such person understands) that (a) any New Ordinary Shares are "restricted securities" (within the meaning of Rule 144(a)(3) of the Securities Act), and that, for so long as the New Ordinary Shares are restricted securities, it will segregate such New Ordinary Shares from any other shares that it holds that are not restricted securities, will not deposit the New Ordinary Shares into any unrestricted depositary facility established or maintained by a depositary bank and will only transfer such New Ordinary Shares in accordance with Section (b) herein; (b) the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred except (i) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act (and, if in a privately negotiated transaction, to a person that is not an ERISA plan or entity) (ii) pursuant to Rule 144 under the Securities Act (if available), (iii) in the United States to QIBs that are not an ERISA plan or entity pursuant to Rule 144A under the Securities Act or (iv) pursuant to an effective registration statement under the Securities Act, and that in each case, such offer, sale, pledge or transfer must be made in accordance with all applicable securities laws in the United States; (c) whether or not it currently holds the Company's American Depositary Receipts ("ADRs"), it will receive the New Ordinary Shares in the form of ordinary shares and not in the form of ADRs and (d) until six months after the latest date on which the New Ordinary Shares are delivered in the Placings (which is currently expected to be 28 May 2009), no depositary will accept deposits of the New Ordinary Shares in the Company's ADR facility or permit pre-releases of the Company's American Depositary Shares from its ADR facility unless it (or a broker on its behalf) certifies, among other things, that the shares to be deposited were not subscribed or purchased pursuant to the Placings, and that it has not borrowed shares to be deposited with the intention of replacing them with New Ordinary Shares subscribed or purchased pursuant to the Placings;

acknowledges that none of the Placing Securities have been or will be registered under the Securities Act; 

acknowledges that none of the Placing Securities may be offered, sold, taken up or delivered directly or indirectly, in or into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

acknowledges and agrees that it is not acquiring any of the Placing Securities as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act);

represents and warrants it has fully observed the laws of all relevant jurisdictions which apply to it, obtained all governmental and other consents which may be required and complied with all relevant formalities and that it has not taken any action which will or may result in the Company or the Banks (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placings and that it has obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Securities and to perform its obligations under the terms contained in this Announcement and in the Placing Letter; 

acknowledges that no disclosure document in relation to this offer has been lodged with the Australian Securities and Investments Commission. If it is resident in Australia, it warrants and undertakes that it is:

(i) a 'sophisticated investor' as described in section 708(8)(a) or (b) of Australia's Corporations Act 2001 (Cth) ('Corporations Act'), that is: (A) a person who must pay at least AUD500,000 for the shares pursuant to the Placings (disregarding any amounts lent by the Company or its associates); or (B) where the amount payable for the shares on acceptance of the Placings, and the amounts previously paid for the shares of the same class, add up to at least AUD500,000; or

(ii)  an Australian 'professional investor' as described in section 708(11) of the Corporations Act, that is a person who is: (A) a financial services licensee; (B) a body regulated by APRA (the Australian Prudential Regulation Authority) other than a trustee of any of the following (all within the meaning of the Superannuation Industry (Supervision) Act 1993): (i) a trustee of a superannuation fund, (ii) an approved deposit fund, (iii) a pooled superannuation trust, or (iv) a public sector superannuation scheme; (C) a body registered under the Financial Corporations Act 1974; (D) a trustee of any of the following (all within the meaning of the Superannuation Industry (Supervision) Act 1993 and with net assets of at least AUD10 million): (i) a superannuation fund, (ii) an approved deposit fund, (iii) a pooled superannuation trust, or (iv) a public sector superannuation scheme; (E) an Australian listed entity or a related body corporate of a listed entity; (F) an exempt public authority; (G) a body investing funds subscribed for the purpose of investment in financial products, interests in land or other investments following an offer to the public; (H) a person who controls assets of at least AUD10 million (including any assets held by an associate or under a trust that the person manages); or (I) a non-Australian entity that, if it was established or incorporated in Australia, would be covered by one of the proceeding paragraphs.

It acknowledges that any offer of shares by the Company is void and incapable of acceptance to the extent that it has been received by it and it is not a professional investor or sophisticated investor as set out in paragraphs (a) and (b) above. If it acquires any shares in Australia as a result of this Announcement, it warrants and undertakes that it will not offer any shares issued to it under this Announcement for resale in Australia within 12 months of any such shares being issued unless the resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Offsetting provisions

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Placee it will be able to apply to subscribe for New Ordinary Shares under the Open Offer and it may elect to have its participation in the Placing reduced by up to the number of New Ordinary Shares for which it has validly applied and paid for under the Open Offer and any additional entitlements subscribed for under the Excess Application Facility, if applicable. Any participation by a Qualifying Placee in the Open Offer and the Excess Application Facility will not reduce its commitment in respect of the Firm Placed Shares that make up that Placee's placing participation. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of New Ordinary Shares or in the case of a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be in an Excluded Territory or the United States, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates of make such a credit.

No portion of a Placee's placing participation may be offset through any purchase of New Ordinary Shares by any other means. A Placee may not reduce its placing participation through further placing or any other means, nor undertake hedging activities such as selling shares of the Company nor induce the sale of shares of the Company nor enter into put options or call options or any other hedging derivatives transactions on shares of the Company nor carry out any other transaction for its own account which could have a significant effect on the price of the shares of the Company. Without prejudice to the foregoing sentence, the foregoing restrictions above shall not apply to (a) (i) transactions entered into for the purposes of hedging derivatives transactions of any kind in relation to shares of the Company, or (ii) proprietary positions on securities of the Company, in each case entered into by a Placee prior to this Announcement of the transaction, or (b) any other hedging transactions relating to ordinary course market making or customer facilitation transactions. Furthermore, a Placee will be subject to no limitation on carrying out the restricted transactions for the account of its customers, or on buying shares of the Company for its own account, provided that those transactions are carried out in the ordinary course of its business and it complies with the securities market existing regulations on rules of conduct and market abuse. 

Each Placee agrees to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements from the Banks resulting from requests that the Company may receive from relevant regulators in relation to the Placings, subject to its legal, regulatory and compliance requirements and restrictions.

Times

Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement may be subject to amendment. The Placing Agents will notify Placees and any persons acting on behalf of the Placees of any changes.

DEFINITIONS

In this Announcement the following expressions have the following meaning unless the context otherwise requires:

Admission	the admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such New Ordinary Shares to trading on the London Stock Exchange's market for listed securities, becoming effective in accordance with the Admission and Disclosure Standards.
Announcement	this announcement and the Appendix.
Application Form(s)	the personalised application form on which Qualifying NonߛCREST Shareholders may apply for Open Offer Shares under the Open Offer.
Banks	Barclays Capital, HSBC Bank plc, Merrill Lynch International, Merrill Lynch South Africa, RBS Hoare Govett, UBS Limited and UBS South Africa.
Barclays Capital	the investment banking division of Barclays Bank PLC of 1 Churchill Place, London E14 5HP.
Board	the board of directors of Liberty International.
Bookbuilding	the process through which the Banks determine the demand for the Placing Securities and the Issue Price.
Business Day	a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business.
Capco	Capital & Counties Limited and the companies which form part of the Capital & Counties business.
Capital Raising	Firm Placing and Placing and Open Offer.
Circular	the circular to Shareholders incorporating the notice of Extraordinary General Meeting.
Closing Date	28 May 2009, being the date of Admission and the date for settlement of subscriptions, as the case may be, under the Capital Raising, or such other date as the Company and the Banks may agree.
CMBS	commercial mortgage backed securities.
Company or Liberty International	Liberty International PLC, a company incorporated under the laws of England and Wales (registered under no. 03685527), with its registered office at 40 Broadway, London SW1H 0BT and registered as an external company in South Africa (registered under No. 1999/012910/10), with its registered external office at 4th Floor, Liberty Life Centre, 1 Ameshoff Street, 2001 South Africa.
Convertible Bonds	the £240,000,000 3.95 per cent. convertible bonds due 2010 convertible into Ordinary Shares.
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations).
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378) (as amended).
CSC	Capital Shopping Centres PLC and the companies which form part of the Capital Shopping Centres business.
Directors	the executive directors and non-executive directors of the Company.
Disclosure and Transparency Rules	the rules relating to the disclosure of information made in accordance with Section 73(A)(3) of FSMA.
Draft Prospectus	the draft of the Prospectus expected to be provided to Placees on or around 28 April 2009.
EEA	the European Economic Area.
EGM or Extraordinary General Meeting	the extraordinary general meeting of the Company to be convened in connection with the Capital Raising and proposed to be held on 22 May 2009.
Excess Application Facility	the arrangement pursuant to which Qualifying Shareholders may subscribe for additional Open Offer Shares in excess of their Open Offer Entitlement (up to a maximum number of Open Offer Shares equal to the number of Open Offer Shares comprised in the Open Offer Entitlements) provided they have agreed to take up their Open Offer Entitlement in full.
Excess CREST Open Offer Entitlement	in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares up to the number of Open Offer Shares comprised in his Open Offer Entitlement, credited to his stock account in CREST, pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the terms to be set out in the Prospectus.
Excluded Territories and each an Excluded Territory	Australia, Canada and Japan, subject to any applicable exemptions to be set out in the Prospectus.
Existing Ordinary Shares	the Ordinary Shares in issue at the date of this Announcement.
Firm Placed Shares	the New Ordinary Shares which have been offered to Placees in the Firm Placing.
Firm Placing	the unconditional placing of New Ordinary Shares to Placees which are not subject to clawback in respect of valid applications by Qualifying Shareholders for the New Ordinary Shares.
Form of Acceptance	the form attached to the Placing Letter by which Placees acknowledge their acceptance of the terms and conditions of the Placing.
FSA or the Financial Services Authority	the Financial Services Authority of the United Kingdom.
FSMA	the Financial Services and Markets Act 2000, as amended.
HSBC	HSBC Bank plc of 8 Canada Square, London E14 5HQ.
Goldman Sachs International	Goldman Sachs International of 133 Fleet Street, London EC4A 2BB.
Gordon Family Interests	the interests of Sir Donald Gordon, his family and related trusts and entities.
Group	Liberty International and, where appropriate, its subsidiary undertakings.
IPD	Investment Property Databank.
IPD Index	the IPD Monthly All Property Index.
Issue Price	the price determined by the Banks and the Company for each of the New Ordinary Shares.
Johannesburg Stock Exchange or JSE	JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability under the company laws of South Africa, licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004).
LIBOR	London Interbank Offer Rate.
Listing Rules	the Listing Rules made by the FSA under Part VI of FSMA.
London Stock Exchange	London Stock Exchange plc.
Merrill Lynch International	Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ.
New Ordinary Shares	the Firm Placed Shares and/or the Open Offer Shares, as the context requires
Official List	the Official List of the FSA pursuant to Part VI of FSMA.
Open Offer	the offer proposed to be made to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms of the Prospectus.
Open Offer Entitlements	the entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply for Open Offer Shares on the terms of the Prospectus.
Open Offer Placed Shares	the Open Offer Shares to be offered to the Placees in the Placing.
Open Offer Shares	the New Ordinary Shares which will be offered to Qualifying Shareholders in the Open Offer.
Ordinary Shares or Shares	the ordinary shares of 50p each in the share capital of the Company (including, if the context requires, the New Ordinary Shares).
Overseas Shareholder	Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom.
PID	a dividend received by a shareholder of a REIT in respect of profits and gains of the qualifying property rental business of UK resident Group companies and the qualifying property rental business in the UK of non-UK resident Group companies.
Placee or Placees	a person that applies to participate in the Placings.
Placing	the conditional placing by the Banks of Open Offer Shares to Placees which are subject to clawback in respect of valid applications by Qualifying Shareholders for such New Ordinary Shares.
Placing Agents	Merrill Lynch International and UBS Investment Bank.
Placing Agreement	the Placing Agreement entered into between the Company and the Banks, in connection with the Capital Raising.
Placing Letter	the letter by which Placees make required representations, warranties, indemnities, acknowledgements and undertakings, which the Placee is obliged to complete and sign as formal acceptance of its allocation in the Placings.
Placing Securities	the Firm Placed Shares and the Open Offer Placed Shares.
Placings	the Firm Placing and the Placing.
pounds sterling or £	the lawful currency of the United Kingdom.
Pricing Supplement	the pricing supplement proposed to be issued by the Company confirming the Issue Price and the number of New Ordinary Shares.
Prospectus	the Prospectus proposed to be published in due course by the Company containing full details of the Capital Raising, which will be made available to Qualifying Shareholders eligible to participate in the Open Offer free of charge, at Liberty International's registered office and on Liberty International's website at www.liberty-international.co.uk.
Prospectus Rules	the Prospectus Rules of the FSA published under section 73A(4) of FSMA.
QIB	a qualified institutional buyer as defined in Rule 144A under the Securities Act.
Qualifying CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in uncertificated form (other than Qualifying South African Shareholders).
Qualifying Non-CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in certificated form (other than Qualifying South African Shareholders).
Qualifying Placee	a Placee entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder.
Qualifying Shareholders	Qualifying South African Shareholders and holders of Ordinary Shares on the UK Register at the UK Record Date.
Qualifying South African Shareholder	holders of Ordinary Shares on the SA Register as at the close of business on the SA Record Date.
RBS Hoare Govett	RBS Hoare Govett Limited of 250 Bishopsgate, London EC2M 4AA.
Real Estate Investment Trust or REIT	a Real Estate Investment Trust as defined in Part 4 of the Finance Act 2006.
Regulation S	Regulation S promulgated under the Securities Act.
Regulatory Information Service	one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies.
Resolution	the special resolution to be proposed at the EGM in connection with the Capital Raising.
SA Application Form	the personalised application form on which Qualifying South African Shareholders may apply for Open Offer Shares under the Open Offer.
SARB	South African Reserve Bank.
SA Record Date	SA Register at the close of business on 7 May 2009.
SA Register	the branch register of members of the Company in South Africa.
Securities Act	the United States Securities Act of 1933, as amended.
Shareholder	holder of Ordinary Shares.
South Africa	the Republic of South Africa.
South African Resident Shareholders	a Qualifying Shareholder that is considered a resident of South Africa under the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act 1933 (Act 9 of 1933).
Supplementary Prospectus	any supplement to the Prospectus published by the Company pursuant to section 87G of FSMA.
UBS Investment Bank	UBS Limited of 1 Finsbury Avenue, London EC2M 2PP.
UKLA	the FSA acting in its capacity as the competent authority under Part VI of the Act.
UK Record Date	close of business on 28 April 2009.
UK Register	the register of members of the Company in the United Kingdom.
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland.
United States	has the meaning given in Rule 902(1) of Regulation S.
US Form of Acceptance	the Form of Acceptance for use by Placees in the United States.
US Securities and Exchange Commission	the United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities laws and regulating the securities industry/stock market.

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