23rd Nov 2006 07:02
BowLeven Plc23 November 2006 BowLeven plc ("BowLeven" or the "Company") THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, OR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 23 November 2006 Proposed placing of 20,863,637 new Ordinary Shares of 10p each at a price of220p per Ordinary Share to raise approximately £45.9 million and grant of optionto Suntera Resources Limited to subscribe, by way of private placement, for5,500,000 new Ordinary Shares of 10p each at a price of 220p per Ordinary Share BowLeven announces a conditional placing of 20,863,637 new ordinary shares (the"Placing Shares") at 220p per share (the "Placing Price") to raise approximately£45.9 million (before expenses) (the "Placing"). BowLeven has also granted anoption (the "Option") to Suntera Resources Limited ("Suntera") to subscribe, byway of a private placement, for 5,500,000 new ordinary shares (the "PrivatePlacement Shares") at 220p per share to raise £12.1 million (the "PrivatePlacement"). In a separate announcement made today, the boards of BowLeven andFirstAfrica Oil plc ("FirstAfrica Oil") announced that they have reachedagreement on the terms of a recommended offer by Bowleven for the entire issuedand to be issued share capital of FirstAfrica Oil (the "Offer" and/or the"Acquisition"). If completed or exercised (as the case may be), each of the Offer, the Placingand the Option will represent a significant issue of equity by the Company. ThePlacing Shares represent an increase of approximately 61.3 per cent. of thecurrent issued share capital of the Company. If the Option is exercised, thePrivate Placement Shares will represent an increase of approximately 16.2 percent. of the current issued share capital of the Company. The shares offered inconsideration for the Offer (the "Offer Shares"), will represent an increase ofapproximately 41.4 per cent. of the current issued share capital of the Company. The directors of the Company intend to use the proceeds of the Placing (and, ifexercised, the Option) to fund the possible revised East Orivinyare Fielddevelopment plan (further details of which are set out in the separateannouncement made today in respect of the Offer) and to provide funds forfurther exploration activities and for working capital purposes. Each of the Offer, the Placing and the Private Placement are conditional uponthe grant of requisite authorities by the shareholders of the Company at anextraordinary general meeting of the Company (the "EGM"). A circular containinga notice convening the EGM will be posted to shareholders in due course. Theissue of the shares pursuant to the Offer, the Placing and, if the Option isexercised, the Private Placement (together the "New Shares") is alsoconditional, in each case, upon (amongst other things) admission of those sharesto trading on AIM. Application will be made to the London Stock Exchange for theNew Shares to be admitted to trading on AIM. It is expected that dealings in thePlacing Shares and, if the Option is exercised, in the Private Placement Shareswill commence on or around 19 December 2006. Once issued, the New Shares willrank pari passu with the existing ordinary shares in the Company (the "OrdinaryShares"). Reasons for the Placing and the grant of the Option, and Use of Proceeds The Company is seeking to raise up to £58 million before expenses to fund thepossible revised development plan for the East Orovinyare Field (the "EOVField") (currently owned by FirstAfrica Oil) in Gabon, Africa. The proceeds willalso provide funds for further exploration activities and for working capitalpurposes. Of the amount being raised, the Company anticipates that the majoritywill be used to finance the possible revised EOV Field development plan, whichincludes the construction of a pipeline and the necessary ancillaryinfrastructure and completion work. The remainder of the net proceeds will beused to acquire, process and interpret seismic data on parts of FirstAfricaOil's acreage and also to provide working capital to the Enlarged Group (beingthe BowLeven Group assuming the completion of the Offer). Neither the Placing nor the Private Placement are conditional on the Acquisitionand, should the Acquisition not proceed, it is the Directors' intention to placethe net proceeds in an interest bearing account before investing in valueaccretive projects. Should the Directors determine that no appropriateopportunities for investment exist, the Directors will consider returning thenet proceeds to shareholders in a tax efficient manner. Details of the Placing Hoare Govett has agreed conditionally, pursuant to a placing agreement dated thedate hereof (the "Placing Agreement") to place the Placing Shares withinstitutional investors at the Placing Price, failing which Hoare Govett hasconditionally agreed to subscribe as principal for those Placing Shares at thePlacing Price to the extent they are not subscribed under the Placing Agreement. The Placing Agreement is conditional, inter alia, upon the passing of theresolution to be proposed at the EGM and admission of the Placing Shares totrading on AIM ("Admission") having become effective. The Placing Agreement is also terminable in certain circumstances up until thetime of Admission, including for a breach of the Company's obligations under thePlacing Agreement or for a breach of warranty in a manner which, in the goodfaith opinion of Hoare Govett, is material in the context of the Placing, or inthe event of force majeure or a material adverse change in the financialcondition of the Company. Terms of the Option BowLeven has entered into a letter agreement with Suntera pursuant to which theCompany has granted Suntera the Option. Upon exercise of the Option, Sunterawill enter into a private placement agreement (the "Private PlacementAgreement") to subscribe conditionally for the Private Placement Shares at thePlacing Price and resulting in an aggregate subscription of £12.1 million. TheOption is exercisable, at Suntera's discretion, on Monday 27 November. If notexercised on that date, the Option will lapse. The subscription by Suntera willnot be underwritten. If the Option is exercised, the Private Placement will be conditional uponAdmission becoming effective and admission to trading on AIM of the PrivatePlacement Shares. The grant of the Option by the Company to Suntera is a related party transactionunder rule 13 of the AIM Rules (by reason of Suntera's existing significantholding of Ordinary Shares). With the exception of Steve Lowden (who did notparticipate in the deliberations or the decision of the Board of BowLeven toapprove the transaction on account of his relationship with Suntera), the Boardconsiders, having consulted with Hoare Govett, the Company's corporate brokerand, with effect from 6 December 2006, nominated adviser that the terms of theOption are fair and reasonable insofar as shareholders in the Company areconcerned. Current trading and prospects On 2 November 2006, Terry Heneaghan, Executive Chairman of the Company made thefollowing statement in the Company's preliminary results announcement for theyear ended 30 June 2006: "Despite the drilling of two unsuccessful wells in 2005, the stated hydrocarbonasset base of the Group has not materially changed since the listing ofBowLeven's shares on AIM two years ago. The potential to exploit theserecoverable reserves and contingent resources remains intact, and I am confidentthat the management team will do so. The exploration potential of the Etinde Permit remains; blocks MLHP-5 and 6 havethe potential for discovery of substantial hydrocarbon reserves and resources,with consequent benefits for shareholder value. The Board and management team have been strengthened and this team has theundoubted potential to drive the Company forward to success." As stated in BowLeven's annual report for the financial year ended 30 June 2006,recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which33.7mmboe are 2P recoverable reserve and 75.3mmboe are P50 Contingent Resources. Since the announcement of the preliminary results, there has been no change tothe outlook for the Group. Commenting on the Placing and potential Private Placement, Kevin Hart, ChiefExecutive of BowLeven said: "The strong support of existing and prospective new shareholders is mostwelcome. I'm confident that we can put the placing proceeds to good use inCameroon and Gabon as we seek to add value on their behalf." BowLeven Plc Telephone +44 (0) 131 260 5100Terry Heneaghan, Executive ChairmanKevin Hart, Chief Executive Officer Hoare Govett Limited Telephone +44 (0) 20 7678 8000Andrew FosterJohn MacGowan Jeffries International Limited Telephone +44 (0) 20 7618 3713Richard Kent Maitland Telephone +44 (0) 20 7379 5151Neil BennettAlastair Crabbe Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and for no one else solely inconnection with the Placing and will not be responsible to anyone other than theCompany for providing the protections afforded to the customers of Hoare Govettor for providing advice in relation to the Placing. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. The Company has not registered and does not intend toregister any of its Ordinary Shares under the US Securities Act. The PlacingShares will not be offered or sold in the United States. APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY Eligible Participants in the Bookbuilding Process MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY TO PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR ARE PERSONS FALLINGWITHIN ARTICLE 49(1) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONSETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND AREPERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (THE 'FSMA') (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT ITIS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE ANOFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BOWLEVEN PLC (THE'COMPANY'). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE'PLACING SHARES') REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE 'SECURITIES ACT') OR UNDERANY APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFEREDOR SOLD IN THE UNITED STATES. Persons who are invited to and who choose to participate in the Placing('Placees') by making an oral offer to subscribe for Placing Shares, will bedeemed to have read and understood this Announcement (including this Appendix)in its entirety and to be making such offer on the terms and conditionscontained in this Appendix, and to be providing the representations, warranties,agreements, acknowledgements and undertakings, in each case as contained in thisAppendix. In particular, each Placee represents, warrants and acknowledges that it: 1. is a Relevant Person; and 2. is outside the United States and is acquiring the Placing Shares in an'offshore transaction' (within the meaning of Regulation S under the SecuritiesAct). This Announcement (including this Appendix) does not constitute an offer to sellor issue or the solicitation of an offer to buy or subscribe for ordinary sharesof 0.10 pence each in the capital of the Company (the "Ordinary Shares") in theUnited States, Canada, Japan or Australia or in any other jurisdiction in whichsuch offer or solicitation is or may be unlawful and the information containedherein is not for publication or distribution to persons in the United States,Canada, Japan or Australia or any jurisdiction in which such publication ordistribution is unlawful. Any failure to comply with these restrictions mayconstitute a violation of US, Canadian, Australian or Japanese securities laws.Persons receiving this Announcement (including, without limitation, custodians,nominees and trustees) must not distribute, mail or send it in, into or from theUnited States, or use the United States mails, directly or indirectly, inconnection with the Placing, and by so doing may invalidate any relatedpurported application for Placing Shares. The Placing Shares have not been andwill not be registered under the Securities Act or under the securities laws ofany state or other jurisdiction of the United States, and may not be offered orsold, resold or delivered, directly or indirectly in or into the United States.No public offering of the Placing Shares is being made in the United States. ThePlacing Shares are being offered and sold outside the United States in relianceon Regulation S. Until the expiration of 40 days after the closing of thePlacing, an offer or sale of the Placing Shares within the United States by adealer whether or not participating in the Placing may violate the registrationrequirements of the Securities Act. The distribution of this Announcement (including this Appendix) and the Placingand/or issue of Ordinary Shares in certain other jurisdictions may be restrictedby law. No action has been taken by the Company or Hoare Govett that wouldpermit an offer of Ordinary Shares or possession or distribution of thisAnnouncement (including this Appendix) or any other offering or publicitymaterial relating to such Ordinary Shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this Announcement(including this Appendix) comes are required by the Company and Hoare Govett toinform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Hoare Govett has entered into a placing agreement (the 'Placing Agreement') withthe Company whereby Hoare Govett has, on the terms and subject to the conditionsset out therein, agreed to use its reasonable endeavours as agent for and onbehalf of the Company to procure Placees for the Placing Shares at the PlacingPrice during the Bookbuilding Process (as defined below) and, failing which, tosubscribe itself for the Placing Shares at the Placing Price. The Placing Shares will when issued be credited as fully paid and will rank paripassu in all respects with the existing issued ordinary shares of 10 pence eachof the Company, including the right to receive all dividends and otherdistributions declared, made or paid in respect of such Ordinary Shares afterthe date of issue of the Placing Shares. Application for admission to trading Application will be made to the London Stock Exchange plc (the 'London StockExchange') for admission to trading of the Placing Shares on AIM, a market ofthe London Stock Exchange ('Admission'). It is expected that Admission will takeplace and dealings in such shares will commence on or around 19 December 2006. Bookbuilding Process Commencing today, Hoare Govett (as sole bookrunner) is conducting an acceleratedbookbuilding process (the 'Bookbuilding Process') to determine demand forparticipation in the Placing. This Appendix gives details of the terms andconditions of, and the mechanics of participation in, the Bookbuilding Processand the Placing. No commissions will be paid to Placees or by Placees in respectof their agreement to subscribe for any Placing Shares. Hoare Govett will be entitled to effect the Placing by such alternative methodto the Bookbuilding Process as it may, in its sole discretion, determine. To thefullest extent permissible by law, neither Hoare Govett nor any holding companythereof, nor any subsidiary, branch or affiliate of Hoare Govett or any suchholding company (each an 'Affiliate') shall have any liability to Placees (or toany other person whether acting on behalf of a Placee or otherwise) inconnection with the Placing or the Bookbuilding Process or such alternativemethod of effecting the Placing. In particular, neither Hoare Govett nor anyAffiliate thereof shall have any liability in respect of its conduct of theBookbuilding Process or of such alternative method of effecting the Placing asHoare Govett may determine. Participation in, and principal terms of, the Bookbuilding Process By participating in the Bookbuilding Process and the Placing, Placees will bedeemed to have read and understood this Announcement (including this Appendix)in its entirety and to be participating and making an offer for Placing Sharesat the Placing Price on the terms and conditions, and to be providing therepresentations, warranties, acknowledgements and undertakings, contained inthis Appendix. Hoare Govett (whether through itself or its Affiliates) is arranging the Placingas an agent of the Company. Hoare Govett and its Affiliates are entitled to participate as principal in theBookbuilding Process. The Bookbuilding Process is expected to close no later than 6.00 p.m. Londontime today, 23 November 2006, but at the sole discretion of Hoare Govett, thetiming of the closing of the books and allocations may be accelerated or delayed(but shall not extend beyond 6.00pm on 24 November 2006). Hoare Govett may, atits sole discretion, accept bids that are received after the BookbuildingProcess has closed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A person who wishes to participate in the Bookbuilding Process shouldcommunicate its bid by telephone to its usual sales contact at ABN AMRO BankN.V. (London branch) or John MacGowan at Hoare Govett on +44 (0)20 7678 1084. Ifsuccessful, an allocation will be confirmed orally to such person following theclose of the Bookbuilding Process, and a contract note setting out settlementinstructions will be dispatched as soon as possible thereafter. Hoare Govett'soral confirmation will constitute a legally binding commitment upon such person(who will at that point become a Placee) to subscribe for the number of PlacingShares allocated to that Placee at the Placing Price and otherwise on the termsand conditions set out in this Appendix and in accordance with the Company'smemorandum and articles of association. Each Placee's obligations will be owedto the Company and to Hoare Govett (through whom such Placee submitted its bid).Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to Hoare Govett, to pay to it (or as it may direct) in clearedfunds an amount equal to the product of the Placing Price and the number ofPlacing Shares such Placee has agreed to subscribe for. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under 'Conditions of the Placing'. Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. Theobligations of Hoare Govett under the Placing Agreement are conditional, interalia, upon: (a) the resolution relating to the Placing to be proposed at the extraordinarygeneral meeting of the Company to be convened for this purpose for not laterthan 22 December 2006 having been passed thereat without amendment; and (b) Admission taking place by no later than 8.00 a.m. on 27 December 2006. If (a) any of the conditions contained in the Placing Agreement are notfulfilled or waived by Hoare Govett by the respective time or date wherespecified (or such later time or date as Hoare Govett and the Company may agreebut not later than 8.00 a.m. on 5 January 2007) or (b) the Placing Agreement isterminated in the circumstances specified below, the Placing will lapse and thePlacees' rights and obligations hereunder shall cease and terminate at such timeand each Placee agrees that no claim can be made by or on behalf of the Placee(or any person on whose behalf the Placee is acting) in respect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations cease and terminate only in the circumstances described aboveand will not be capable of rescission or termination by it. Hoare Govett may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company with, or extend the time and/or date for fulfilment bythe Company of, the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement, save that conditions (a)and (b) above will not be waived. Any such extension or waiver will not affectPlacees' commitments as set out in this Announcement. Hoare Govett and the Company shall have no liability to any Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in respect ofany decision Hoare Govett may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement Hoare Govett may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement by giving notice to theCompany in certain circumstances, including the occurrence of a force majeureevent or a material adverse change in the financial condition of the Company. If the obligations of Hoare Govett under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement (including this Appendix) shallcease and terminate at such time and no claim can be made by any Placee inrespect thereof. By participating in the Placing each Placee agrees with Hoare Govett that theexercise by Hoare Govett of any right of termination or other discretion underthe Placing Agreement shall be within the absolute discretion of Hoare Govettand that Hoare Govett need not make any reference to any such Placee and thatHoare Govett shall have no liability whatsoever to any such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in connectionwith the exercise of such rights. No prospectus No prospectus, admission document or other offering document has been or will besubmitted to be approved by the FSA in relation to the Placing and the Placees'commitments will be made solely on the basis of the information contained inthis Announcement (including this Appendix) and other information published byor on behalf of the Company via a Regulatory Information Service. Each Placee,by accepting a participation in the Placing, agrees and confirms that it hasneither received nor relied on any other information, representation, warrantyor statement made by or on behalf of Hoare Govett or the Company and neither theCompany nor Hoare Govett will be liable for any Placee's decision to participatein the Placing based on any other information, representation, warranty orstatement. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial and trading position of the Company inaccepting a participation in the Placing. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB00B04PYL99) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement (including thisAppendix) or would not be consistent with the regulatory requirements in anyPlacee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a contract note(the 'Contract Note') stating the number of Placing Shares allocated to it, thePlacing Price, the aggregate amount owed by such Placee to Hoare Govett andsettlement instructions. ABN AMRO Bank N.V. (London Branch) is acting as HoareGovett's settlement agent and Placees should settle against CREST ID: 521,account designation 'AGENT'. It is expected that such Contract Notes will bedespatched today, 23 November 2006 and that the trade date will also be 23November 2006. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with the settlementinstructions set out in the Contract Note. It is expected that settlement will be on or around 19 December 2006 inaccordance with the instructions set out in the Contract Note. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above and in the Contract Noteat the rate of 2 percentage points above the base rate of Barclays Bank Plc. Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for HoareGovett's account and benefit, an amount equal to the aggregate amount owed bythe Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall below the aggregate amount owed by it and may berequired to bear any stamp duty or stamp duty reserve tax (together with anyinterest or penalties) which may arise upon the sale of such Placing Shares onsuch Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the Contract Note is copied and delivered immediatelyto the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below (and in particular subject to paragraph 15 below), be soregistered free from any liability to UK stamp duty or stamp duty reserve tax.No Placee (or any nominee or other agent acting on behalf of a Placee) will beentitled to receive any fee or commission in connection with the Placing. Representations and warranties By participating in the Bookbuilding Process, each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcement (including thisAppendix) in its entirety and acknowledges that its participation in the Placingwill be governed by the terms of this Appendix; 2. represents and warrants that it has received this Announcement (includingthis Appendix) solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus, admissiondocument or other offering document in connection with the Placing andacknowledges that no prospectus, admission document or other offering documenthas been prepared in connection with the Placing; 4. acknowledges that the Ordinary Shares are admitted to trading on AIM, and theCompany is therefore required to publish certain business and financialinformation in accordance with the rules and practices of AIM (collectively, the"Exchange Information"), which includes a description of the nature of theCompany's business and the Company's most recent balance sheet and profit andloss account, and similar statements for preceding financial years. 5. acknowledges that neither of Hoare Govett nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates nor the Company andits affiliates has provided, and will not provide it with any material regardingthe Placing Shares or the Company other than this Announcement (including thisAppendix); nor has it requested Hoare Govett, any of its Affiliates or anyperson acting on behalf of Hoare Govett or any of its Affiliates to provide itwith any such information; 6. acknowledges that the content of this Announcement (including this Appendix)is exclusively the responsibility of the Company and that neither Hoare Govett,nor any of its Affiliates nor any person acting on behalf of Hoare Govett or itsAffiliates has or shall have any liability for any information, representationor statement contained in this Announcement (including this Appendix) or anyinformation previously published by or on behalf of the Company and will not beliable for any Placee's decision to participate in the Placing based on anyinformation, representation or statement contained in this Announcement(including this Appendix) or otherwise. Each Placee represents, warrants andagrees that when making its investment decision to purchase the Placing Sharesit has relied only on publicly available information released by or on behalf ofthe Company via a Regulatory Information Service relating to the Company andthis Announcement (including this Appendix) such information being all that itdeems necessary to make an investment decision in respect of the Placing Sharesand that it has relied on its own investigation with respect to the PlacingShares and the Company in connection with its decision to subscribe for thePlacing Shares and acknowledges that it is not relying on any investigation thatHoare Govett, any of its Affiliates or any person acting on behalf of HoareGovett or its Affiliates may have conducted with respect to the Placing Sharesor the Company and none of such persons has made any representations to it,express or implied, with respect thereto; 7. acknowledges that it has not relied on any information relating to theCompany contained in any research reports prepared by Hoare Govett, any of itsAffiliates or any person acting on behalf of Hoare Govett or its Affiliates andunderstands that neither Hoare Govett, nor any of its Affiliates nor any personacting on behalf of Hoare Govett or its Affiliates: (i) has or shall have anyliability for public information or any representation; (ii) has or shall haveany liability for any additional information that has otherwise been madeavailable to such Placee, whether at the date of publication, the date of theannouncement or otherwise; and (iii) makes any representation or warranty,express or implied, as to the truth, accuracy or completeness of suchinformation, whether at the date of publication, the date of the announcement orotherwise; 8. represents and warrants that it, or the beneficial owner, as applicable, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it, or the beneficial owner, asapplicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities (including anyapplicable foreign exchange rules); 9. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to subscribe for the Placing Shares and toexecute and deliver all documents necessary for such subscription; 10. represents and warrants that it (or if acquiring the Placing Shares asfiduciary or agent for any investor account, such investor) will be thebeneficial owner of such Placing Shares and that the beneficial owner of suchPlacing Shares will not at the time the Placing Shares are acquired be aresident of Canada, Japan or Australia; 11. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any of theStates of the United States, or under the securities legislation of Canada,Australia or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 12. represents and warrants that it is not a resident of or located in theUnited States or acting in a non-discretionary basis for a person in the UnitedStates and is purchasing the Placing Shares in an 'offshore transaction' inaccordance with Regulation S under the Securities Act; 13. acknowledges (and confirms that each beneficial owner of the Placing Shareshas been advised) that the Placing Shares have not been and will not beregistered under the Securities Act or under any applicable state securitieslaws, nor approved or disapproved by the US Securities and Exchange Commission,any state securities commission in the United States or any other United Statesregulatory authority; 14. represents and warrants that if it is a pension fund or investment company,its purchase of Placing Shares is in full compliance with applicable laws andregulations; 15. represents and warrants that the allocation, allotment, issue and deliveryto it, or the person specified by it for registration as holder, of PlacingShares will not give rise to a liability under any of sections 67, 70, 93 or 96of the Finance Act 1986 (depositary receipts and clearance services) and thatthe Placing Shares are not being subscribed for by it in connection witharrangements to issue depositary receipts or to transfer Placing Shares into aclearance system; 16. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003(the 'Regulations') and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 17. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19(1) and/or 49(1) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, and is a person who fallswithin paragraph (7) of section 86 of the FSMA; 18. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept in circumstances which have not resulted and which will not result in anoffer to the public in the United Kingdom within the meaning of the ProspectusRules made by the FSA pursuant to Part IV of the FSMA; 19. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 20. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 21. represents and warrants that it and any person acting on its behalf isentitled to subscribe for the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to participating inthe Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement (including this Appendix) and to make the foregoingrepresentations, acknowledgments, warranties and agreements) and will honoursuch obligations; 22. undertakes that it (and any person acting on its behalf) will make paymentfor the Placing Shares allocated to it in accordance with this Announcement(including this Appendix) and the Contract Note on the due time and date set outherein, failing which the relevant Placing Shares may be placed with othersubscribers or sold as Hoare Govett may in its sole discretion determine andwithout liability to such Placee; 23. acknowledges that neither Hoare Govett, nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates is making anyrecommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Placing nor providing advice inrelation to the Placing nor the exercise or performance of any of Hoare Govett'srights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 24. undertakes that the person who it specifies for registration as holder ofthe Placing Shares will be (i) itself or (ii) its nominee, as the case may be.Neither Hoare Govett nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Placees acknowledge that the Placing Shares will be credited to theCREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521,account designation 'AGENT') who will hold them as nominee for the subscribersof such shares until settlement in accordance with its standing settlementinstructions; 25. acknowledges that the Placing is conditional, inter alia, upon approval bythe Company's shareholders of the issue and allotment of the Placing Shares atan Extraordinary General Meeting of the Company to be held on or around 18December 2006; 26. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith English law and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the courts ofEngland as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or Hoare Govett in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange; 27. acknowledges that Hoare Govett may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so; 28. agrees that the Company, Hoare Govett and others will rely upon the truthand accuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to Hoare Govett on its own behalf and on behalf ofthe Company and are irrevocable; and 29. agrees to indemnify and hold the Company and Hoare Govett harmless from anyand all costs, claims, liabilities and expenses (including legal fees andexpenses) arising out of or in connection with any breach by it (or any personon whose behalf it is acting) of the representations, warranties,acknowledgements, agreements and undertakings in this Appendix and furtheragrees that the provisions of this Appendix shall survive after completion ofthe Placing. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor Hoare Govett will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and Hoare Govett in the event that any of the Company and/or Hoare Govett has incurred any such liability to UK stamp duty or stamp dutyreserve tax. In addition, Placees should note that they will be liable to pay any capitalduty, stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on thesubscription by them for any Placing Shares or the agreement by them tosubscribe for any Placing Shares. All times and dates in this Announcement (including this Appendix) may besubject to amendment. Hoare Govett shall notify the Placees and any personacting on behalf of the Placees of any changes. This Announcement (includingthis Appendix) has been issued by the Company and is the sole responsibility ofthe Company. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and for no one else solely inconnection with the Placing and will not be responsible to anyone other than theCompany for providing the protections afforded to the customers of Hoare Govettor for providing advice in relation to the Placing. When a Placee or person acting on behalf of the Placee is dealing with HoareGovett, any money held in an account with Hoare Govett on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from Hoare Govett's money inaccordance with the client money rules and will be used by Hoare Govett in thecourse of its own business; and the Placee will rank only as a general creditorof Hoare Govett. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. The Company has not registered and does not intend toregister any of its Ordinary Shares under the US Securities Act. The PlacingShares will not be offered or sold in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BLVN.L