20th Jan 2005 07:01
AMEC PLC20 January 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN For immediate release, Thursday 20 January 2005 AMEC plc ("AMEC") Placing to raise up to £95 million to support oil and gas acquisition andincreased equity investments programme Highlights • Placing of up to 30.1 million new ordinary shares to raise up to £95 million in cash • Up to 9.99% of issued share capital • Increased acquisitions and equity investments programme • Acquisition of Paragon Engineering Services Inc., a Houston-based oil and gas engineering services company for US$38 million in cash (approximately £20 million) • PPP commitments recently more than doubled to £53 million • UK urban regeneration commitment of £23 million • Acquisitions totalling £15 million in European Engineering and Technical Services nearing completion AMEC Chief Executive Sir Peter Mason, said: "AMEC has made enormous changes in recent years and we are now embarking on animportant phase of investment in our services, urban regeneration and PPPactivities. The Placing will support our increased programme of acquisitionsand investments and lead to enhanced performance in 2006." The acquisition of Paragon strengthens AMEC's position in the global oil and gassector and provides us with a major presence, capability and expertise inHouston, decision centre of many of the world's major oil and gas companies." Enquiries to: AMEC plc + 44 (0)20 7634 0000 Analysts/Investors:Sir Peter Mason KBE, Chief ExecutiveStuart Siddall, Finance DirectorNeil Jamieson, Director of Investor Relations Media:Juliet Sychrava, Director of Corporate CommunicationsCharles Reynolds, Head of Media Relations UBS Limited + 44 (0)20 7568 1000 Jonathan BewesChristopher SmithPeter Luck Dresdner Kleinwort Wasserstein + 44 (0)20 7623 8000 Mark SmithCharles Batten AMEC plc is an international project management and services company thatdesigns, delivers and supports infrastructure assets for customers worldwideacross the public and private sectors. AMEC employs 45,000 people in more than40 countries, generating annual revenues of around £5 billion. AMEC's sharesare traded on the London Stock Exchange where the company is listed in theSupport Services sector (LSE: AMEC.L). UBS Limited and Dresdner Kleinwort Wasserstein Securities Limited are eachacting for AMEC plc in connection with the Placing and no-one else and will notbe responsible to anyone other than AMEC plc for providing the protectionsafforded to their respective clients nor for providing advice in relation to thePlacing or any other matter referred to in this announcement. Placing to raise up to £95 million to support oil and gas acquisition and newequity investments Background to the Placing In recent years, AMEC's strategy has increased its focus on services activities,whilst improving its international spread and margin. The board considers thishas reduced the group's risk profile and provides scope for further marginimprovement and creation of shareholder value. The strategy has involved a programme of corporate activity including businessrestructuring and acquisitions and disposals. Acquisitions and investmentssince AMEC's last equity issue* on 2 November 2000 totalling nearly £150 million(net of disposals) have been funded from cash and debt resources. The reshapingof the group has also led to the revision of AMEC's segmental analysis, asannounced on 2 December 2004. The new segments, which reflect the group'songoing business portfolio are Engineering and Technical Services, Oil and Gasand Project Solutions. These areas of activity will continue to provideattractive investment opportunities. * excluding conversion of preference shares, employee share ownership trustallotments and share option exercises Reasons for the Placing With recent successes in AMEC's investments programme having resulted in asignificant increase in commitments, the board considers that it is appropriateto issue equity by way of the Placing. Cash raised through the Placing will support: (i) the acquisition of Paragon Engineering Services Inc., ("Paragon"), described below, for US$38 million (approximately £20 million) in cash,which will improve the capacity and global delivery capability of AMEC'sinternational Oil and Gas business. (ii) A further £40 million commitment to PPP. AMEC was appointed preferred bidder on the DLR Woolwich Arsenalextension in December 2004 and Colchester Hospital in January 2005. AMEC'sequity commitment to these projects totals £21 million. On the Incheon Bridge project, AMEC signed a concession agreement withthe negotiation team of the Government of the Republic of Korea on 28 December2004. This agreement requires AMEC to make an equity commitment of KRW39 billion(approximately £19 million). Financial close is anticipated in the coming weeks. The effect of these recent developments has been to more than doubleAMEC's commitment to PPP to £53 million (30 June 2004: £20 million). (iii) Commitments to invest £23 million in urban regeneration schemes in theUK, where AMEC is targeting a pre-tax return on capital employed in excess of 20per cent. (iv) A higher level of acquisition opportunities in its Engineering andTechnical Services business, where transactions with a value of some £15 millionare nearing completion in Europe. The total value of the acquisition and investment programme set out above is£111 million. Information on Paragon The acquisition of Paragon is in line with AMEC's strategy of expanding thecapacity and global delivery capability of its international oil and gasbusiness. With over 500 employees, Paragon carries out the majority of its workfrom its base in Houston and will enhance AMEC's penetration of Houston-basedoil and gas companies. In particular, it offers opportunities for AMEC to growits business in the developing regions of the Americas whilst working with majorclients to develop their other global assets. Paragon had total turnover in2003 of US$57.9 million (approximately £31 million) and profit before tax ofUS$4.3 million (approximately £2.3 million). Post-tax returns on the investmentare expected to be around AMEC's cost of capital in 2005. Current trading and future prospects AMEC announced in its interim results announcement on 2 September 2004 that itexpected to make overall progress in 2004 and on 12 January 2005 confirmed thatperformance was in line with market expectations. Overall, the board maintainsits positive outlook. Taking into account opportunities in Iraq, together withthe effects of the disposal of Spie Batignolles and transfer of UK railmaintenance work in 2004, the board is confident that AMEC will deliver furthergrowth in 2005 in line with its earlier expectations. As expected, net debt declined from £389 million as at 30 June 2004 toapproximately £300 million as at 31 December 2004 (31 December 2003: £218million). Average weekly net debt in 2004 was £450 million. This is expected todecline during 2005 as the temporary increase in capital employed in the Oil andGas business is reduced, but will continue to reflect AMEC's strategic shiftaway from traditional construction activities, which have lower levels ofcapital employed. Whilst Paragon is expected to make a positive contribution to earnings beforegoodwill amortisation in 2005, the overall impact of the Placing is expected tobe slightly dilutive. Details of the Placing The Placing, by UBS Limited and Dresdner Kleinwort Wasserstein, of up to 30.1million new ordinary shares of 50 pence each ("New Ordinary Shares") is toraise up to £95 million in cash and represents up to 9.99 per cent of AMEC'sissued share capital. The New Ordinary Shares will rank pari passu with existingissued shares, including the right to receive all further dividends.Application will be made for the New Ordinary Shares to be admitted to theOfficial List maintained by the UK Listing Authority and to be admitted totrading by the London Stock Exchange on its main market for listed securities.Admission of the New Ordinary Shares to the Official List is expected to takeplace on Tuesday, 25 January 2005. Attention is drawn to the detailed terms andconditions of the Placing, annexed to this announcement. TERMS & CONDITIONS APPENDIX THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THEANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THEPURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THEORDER) OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAYOTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS RELEVANT PERSONS). THE 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. THEANNOUNCEMENT AND THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE NEW ORDINARY SHARES THAT ARETHE SUBJECT OF THE PLACING (THE PLACING SHARES) REFERRED TO HEREIN HAVE NOT BEENAND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED(THE SECURITIES ACT) AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to acquire Placing Shares, will be deemed to have read andunderstood the Announcement (including this Appendix) in its entirety and to bemaking such offer on the terms and conditions, and to be providing therepresentations, warranties acknowledgements, and undertakings contained in thisAppendix. In particular each such Placee represents, warrants and acknowledgesthat it: 1. is a Relevant Person and undertakes that it will acquire, hold,manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; and 2. is outside the United States and is purchasing the Placing Shares forits own account or is purchasing the Placing Shares for an account with respectto which it exercises sole investment discretion and that it (and any suchaccount) is outside the United States, within the meaning of Regulation S underthe Securities Act; or if it is not outside the United States, is a qualifiedinstitutional buyer (QIB) as such term is defined in Rule 144A under theSecurities Act and has duly executed an investment letter in the form providedto it and has delivered the same to UBS Limited (UBS) or Dresdner KleinwortWasserstein Securities Limited (DRKW, and together with UBS, the Banks). The Announcement and this Appendix do not constitute an offer to sell or issueor the solicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction including, without limitation, the United Kingdom, the UnitedStates, Canada, Australia or Japan or any other jurisdiction in which such offeror solicitation is or may be unlawful. This Announcement and the informationcontained herein is not for publication or distribution, directly or indirectly,to persons in the United States, Canada, Australia, Japan or in any jurisdictionin which such publication or distribution is unlawful. The Placing Shares referred to in this Announcement have not been and will notbe registered under the Securities Act and may not be offered, sold ortransferred within the United States except pursuant to an exemption from, or aspart of a transaction not subject to, the registration requirements of theSecurities Act. Any offering to be made in the United States will be made to alimited number of QIBs in a transaction exempt from registration under theSecurities Act. The Placing Shares are being offered and sold outside theUnited States in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission or other regulatoryauthority, nor have the foregoing authorities endorsed the merits of thisoffering or the accuracy or adequacy of the offering materials. Anyrepresentation to the contrary is unlawful. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company or the Banks that would permit an offer of suchPlacing Shares or possession or distribution of this Announcement or any otheroffering or publicity material relating to such Placing Shares in anyjurisdiction where action for that purpose is required. Persons to whoseattention this Announcement is drawn are required by the Company and the Banksto inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the Placing Agreement) with theCompany whereby each of the Banks has, subject to the satisfaction of certainconditions set out therein, undertaken severally, and not jointly or jointly andseverally, to use its reasonable endeavours as agent of the Company to seek toprocure Placees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 50 penceper share in the capital of the Company (Ordinary Shares) including the right toreceive all dividends and other distributions declared, made or paid in respectof such Ordinary Shares after the date of issue of the Placing Shares. In this Appendix, unless the context otherwise requires, Placee means a person(including individuals, funds or others) on whose behalf a commitment to acquirePlacing Shares has been given. Application for listing and admission to trading Application will be made to the UK Listing Authority (the UKLA) for admission ofthe Placing Shares to the Official List of the UKLA (the Official List) and tothe London Stock Exchange plc (the London Stock Exchange) for admission totrading of the Placing Shares on the London Stock Exchange's market for listedsecurities (together Admission). It is expected that Admission will becomeeffective on Tuesday, 25 January 2005 and that dealings in the Placing Shareswill commence at that time Bookbuild Commencing today each of the Banks will be conducting an acceleratedbookbuilding process (the Bookbuilding Process) to determine demand forparticipation in the Placing by the Placees. This Appendix gives details of theterms and conditions of, and the mechanics of participation in, the Placing. Nocommissions will be paid to Placees or by Placees in respect of any PlacingShares. The Banks will be entitled to effect the Placing by such alternative method tothe Bookbuilding Process as they may, in their sole discretion, determine. Tothe fullest extent permissible by law, neither of the Banks nor any of theirrespective Affiliates shall have any liability to Placees (or to any otherperson whether acting on behalf of a Placee or otherwise). In particular,neither Bank nor any of their respective Affiliates shall have any liability inrespect of its conduct of the Bookbuilding Process or of such alternative methodof effecting the Placing as the Banks may determine Participation in, and Principal terms of, the Bookbuilding Process In 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 Shareson the terms and conditions, and to be providing the representations,warranties, acknowledgements and undertakings, contained in this Appendix. AMECwill make a further Announcement following the close of the Bookbuilding Processdetailing the number of Placing Shares to be issued and the price at which thePlacing Shares have been placed (the Pricing Announcement). Each of UBS and DRKW is arranging the Placing severally, and not jointly orjointly and severally, as an agent of the Company. Each of the Banks and their respective Affiliates is entitled to participate asprincipal in the Bookbuilding Process. The Bookbuilding Process will establish a single price (the Placing Price)payable to the Banks by all Placees. Any discount to the market price of theOrdinary Shares of the Company will be determined in accordance with the ListingRules as published by the UKLA pursuant to part IV of the Financial Services andMarkets Act 2000 (FSMA) and the guidelines issued by the ABI and NAPF. The Bookbuilding Process is expected to close no later than 4.30 p.m. Londontime on Thursday, 20 January 2005, but may be closed earlier at the solediscretion of the Banks following agreement with the Company. Each of the Banksmay, at its sole discretion, accept bids that are received after theBookbuilding Process 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. Each Placee's allocation and the Placing Price will be confirmed to Placeesorally by the relevant Bank following the close of the Bookbuilding Process, anda trade confirmation will be dispatched as soon as possible thereafter. Therelevant Bank's oral confirmation to such Placee will constitute an irrevocablelegally binding commitment upon such Placee to acquire the number of PlacingShares allocated to it at the Placing Price on the terms and conditions set outin this Appendix and in accordance with the Company's Memorandum and Articles ofAssociation. Each Placee's obligations will be owed to AMEC and to the Bank through whom suchPlacee submitted its bid. The allotment and issue of Placing Shares to thePlacees by AMEC will be in consideration for the transfer to AMEC of certainshares in a Jersey incorporated subsidiary of AMEC by the relevant Bank. EachPlacee will also have an immediate, separate, irrevocable and bindingobligation, owed to the relevant Bank, to pay to it (or as it may direct) incleared funds an amount equal to the product of the Placing Price and the amountof Placing Shares such Placee has agreed to acquire. The relevant Bank willprocure the allotment by AMEC of such Placing Shares to each Placee by effectingthe necessary transfer to AMEC of shares in the Jersey company following eachPlacee's payment to the relevant Bank of such amount. Any offering made in the United States will be to a limited number of QIBs in atransaction not involving any public offering. The Placing Shares will beoffered and sold outside the United States in accordance with the terms ofRegulation S under the Securities Act. 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 upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. Each Bank's obligations under the Placing Agreement are conditional on, interalia: 1. Schedule 1 to the Placing Agreement having been duly executed anddelivered by the parties thereto prior to 7.00 p.m. on Thursday, 20 January 2005(or such later time and/or date as the Banks may agree in writing); 2. the Pricing Announcement being published through a RegulatoryInformation Service within five (5) hours of the Term Sheet having been executedby the Company and the Banks but in any event no later than 7.00 a.m. on Friday,21 January 2005 (or by such later time and/or date as the Company and the Banksmay agree); 3. the Company allotting subject only to Admission the Placing Shares inaccordance with Clause 5.2 of the Placing Agreement; 4. Admission and Commencement of Trading occurring by no later than 8.00a.m. on Tuesday, 25 January 2005 (or by such later time and/or date as theCompany and the Banks may agree in writing); 5. the Banks receiving on the Closing Date but prior to Admission acertificate signed by an authorised representative of the Company in the form ofSchedule 3 to the Placing Agreement; 6. none of the representations or warranties of the Company contained inthe Placing Agreement being untrue, inaccurate, incorrect or misleading in anyrespect which is material in the opinion of the Banks in the context of thePlacing and/or Admission at the date of the Placing Agreement or at any time upto and including Admission as if they were repeated by reference to the factsand circumstances then existing; 7. the Company having in the opinion of the Banks complied with itsobligations under the Placing Agreement save to the extent that anynon-compliance is not material in the opinion of the Banks in the context of thePlacing and/or Admission; and 8. no matter having arisen before Admission which mightreasonably be expected to give rise to a material claim under Clause 9 of thePlacing Agreement. If (a) the conditions contained in the Placing Agreement are not satisfied or(to the extent permitted by the Placing Agreement) waived by the Banks withinthe stated time period (or such later time and/or date as the Company and theBanks may agree), or (b) the Placing Agreement is terminated in thecircumstances specified below, the Placing will lapse and the Placee's rightsand obligations hereunder shall cease and determine at such time and each Placeeagrees that no claim can be made by the Placee in respect thereof. By participating in the Bookbuilding Process each Placee agrees that its rightsand obligations terminate only in the circumstances described above and will notbe capable of rescission or termination by it. The Banks may, at their discretion and upon such terms as they jointly thinkfit, waive compliance by AMEC with the whole or any part of any of AMEC'sobligations in relation to the conditions in the Placing Agreement save thatconditions 2 and 4 above may not be waived. The Banks reserve the right withthe agreement of AMEC to waive or to extend the time and/or date for fulfilmentof any of the conditions in the Placing Agreement. Any such extension or waiverwill not affect Placees' commitments as set out in this Announcement. Neither of the Banks nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it 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 they may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement The Banks, acting severally and not jointly or jointly or severally, in theirabsolute discretion may by notice to the Company at any time up to and includingAdmission, terminate the Placing Agreement if: 1. it shall come to the notice of either of the Banks that any statementcontained in this Announcement or in any presentation materials made or used bythe Company in connection with the Placing is or has become untrue, incorrect ormisleading (whether by omission or otherwise) in any respect which, in theopinion of the relevant Bank, is material in the context of the Placing and/orAdmission; 2. either of the Banks shall become aware that any of therepresentations and warranties given by the Company in the Placing Agreement isor has become untrue, inaccurate, incorrect or misleading or a matter has arisenwhich might reasonably be expected to give rise to a claim under the Banks'indemnity in the Placing Agreement in each case in any respect which, in theopinion of the relevant Bank, is material in the context of the Placing and/orAdmission; 3. either of the Banks shall become aware that the Company is in breachof any of its obligations under the Placing Agreement save to the extent thatany breach is not, in the opinion of the relevant Bank, material in the contextof the Placing and/or Admission; 4. in the opinion of either of the Banks there shall have occurred anadverse change in or any development involving a prospective adverse change inor affecting the condition (financial or otherwise), prospects, earnings,business affairs, properties, management, results of operations or financialcondition of the Company or any other member of the Group, whether or notarising in the ordinary course of business which is material in the context ofthe Placing as a result of which the relevant Bank considers it to beimpracticable, inappropriate or inadvisable to proceed with the Placing; or 5. in the opinion of either of the Banks there has occurred any of thefollowing: (i) a suspension or material limitation in trading in securitiesgenerally on the London Stock Exchange; (ii) a suspension or material limitationin trading in the Company's securities on the London Stock Exchange; (iii) ageneral moratorium on commercial banking activities in the United Kingdom or theUnited States declared by the relevant authorities, or a material disruption incommercial banking or securities settlement or clearance services in the UnitedKingdom or the United States; (iv) the outbreak or escalation of hostilities oran act of terrorism wheresoever occurring or (v) the occurrence of any othercalamity or crisis or any change in financial, political or economic conditionsor currency exchange rates or controls in the United Kingdom or the UnitedStates or elsewhere, if the effect of any such event specified in sub-clauses(iv) or (v) in the judgement of the relevant Bank makes it impracticable orinadvisable to proceed with the Placing and the distribution of the PlacingShares or will be to prejudice dealings in the Ordinary Shares in the secondarymarket. If the Banks' obligations 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 determine at such time and no claim can be made by any Placee inrespect thereof. By participating in the Placing each Placee agrees with the Banks that theexercise by the Banks of any right of termination or other discretion under thePlacing Agreement shall be within the absolute discretion of such Bank (as thecase may be) and that such Bank need not make any reference to such Placee andthat the Banks shall have no liability whatsoever to the Placee (or to any otherperson whether acting on behalf of a Placee or otherwise) in connection with anysuch exercise. No Prospectus No offering document or prospectus or listing particulars has been or will besubmitted to be approved by the UKLA or filed with the Registrar of Companies inEngland and Wales in relation to the Placing and Placees' commitments will bemade solely on the basis of the information contained in this Announcement(including this Appendix). Each Placee, by accepting a participation in thePlacing, agrees that the content of this Announcement and the PricingAnnouncement is exclusively the responsibility of the Company and confirms thatit has neither received nor relied on any other information, representation,warranty, or statement made by or on behalf of the Banks or the Company or anyother person and neither of the Banks nor the Company nor any other person willbe liable for any Placee's decision to participate in the Placing based on anyother information, representation, warranty or statement which the Placees mayhave obtained or received. Each Placee acknowledges and agrees that it hasrelied on its own investigation of the business, financial or other position ofthe Company in accepting a participation in the Placing. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Each of the Banksreserves the right to require settlement for and delivery of the Placing Sharesto Placees in such other means that it deems necessary if delivery or settlementis not possible or practicable within the CREST system within the timetable setout in this Announcement or would not be consistent with the regulatoryrequirements in the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to the relevant Bank andsettlement instructions. Each Placee agrees that it will do all things necessaryto ensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith the relevant Bank. It is expected that settlement will be on Tuesday, 25 January 2005 on a T+3basis in accordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of 2percentage points above the base rate of Barclays Bank Plc. If a Placee does not comply with these obligations, the relevant Bank may sellany or all of the Placing Shares allotted to that Placee on such Placee's behalfand retain from the proceeds, for the Bank's account and benefit, an amountequal to the aggregate amount owed by the Placee plus any interest due. Therelevant Placee will, however, remain liable for any shortfall below theaggregate amount owed by it and may be required to bear any stamp duty or stampduty reserve tax (together with any interest or penalties) which may arise uponthe sale of such Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to 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, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. 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 (includingthis Appendix) in its entirety; 2. acknowledges that no offering document, prospectus or listingparticulars has been prepared in connection with the placing of the PlacingShares and represents and warrants that it has not received a prospectus,listing particulars, or other offering document in connection therewith; 3. acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that neither the Banks nor any person actingon their behalf has or shall have any liability for any information,representation or statement contained in this Announcement or any informationpreviously published by or on behalf of the Company and will not be liable forany Placee's decision to participate in the Placing based on any information,representation or statement contained in this Announcement or otherwise. EachPlacee further represents, warrants and agrees that the only information onwhich it is entitled to rely and on which such Placee has relied in committingitself to acquire the Placing Shares is contained in this Announcement and anyinformation previously published by the Company by notification to a RegulatoryInformation Service, such information being all that it deems necessary to makean investment decision in respect of the Placing Shares and that it has neitherreceived nor relied on any other information given or representations,warranties or statements made by either of the Banks or the Company and neitherof the Banks nor the Company will be liable for any Placee's decision to acceptan invitation to participate in the Placing based on any other information,representation, warranty or statement. Each Placee further acknowledges andagrees that it has relied on its own investigation of the business, financial orother position of the Company in deciding to participate in the Placing; 4. acknowledges that neither of the Banks nor any person acting onbehalf of any of them nor any of their respective Affiliates has or shall haveany liability for any publicly available or filed information or anyrepresentation relating to the Company, provided that nothing in this paragraphexcludes the liability of any person for fraudulent misrepresentation made bythat person; 5. represents and warrants that it is entitled to subscribe for and/orpurchase Placing Shares under the laws of all relevant jurisdictions which applyto it 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; 6. represents and warrants that it is, or at the time the Placing Sharesare acquired that it will be, the beneficial owner of such Placing Shares, orthat the beneficial owner of such Placing Shares is not a resident of Australia,Canada or Japan; 7. acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of the United States, Australia,Canada or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 8. if the Placing Shares were offered to it in the United States,represents and warrants that in making its investment decision, (i) it hasrelied on its own examination of the Company and the terms of the Placing,including the merits and risks involved, (ii) it has made its own assessment ofthe Company, the Placing Shares and the terms of the Placing based on suchinformation as is publicly available, (iii) it has consulted its own independentadvisors or otherwise has satisfied itself concerning, without limitation, theeffects of United States federal, state and local income tax laws and foreigntax laws generally and the US Employee Retirement Income Security Act of 1974,the US Investment Company Act of 1940, as amended and the Securities Act and(iv) it has received all information that it believes is necessary orappropriate in order to make an investment decision in respect of the Companyand the Placing Shares; 9. acknowledges that the Placing Shares are being offered and sold to itin a transaction not involving any public offering in the United States withinthe meaning of the Securities Act, and represents and warrants that it is either(i) a QIB and it has duly executed an investment letter in the form provided toit by the Banks, or (ii) purchasing the Placing Shares in an "offshoretransaction" in accordance with Regulation S under the Securities Act, and if itis a QIB, (i) it is subscribing for the Placing Shares for its own account, orfor one or more accounts as to each of which it exercises sole investmentdiscretion and each of which accounts is a QIB, for investment purposes, and notwith a view to any distribution or for resale in connection with thedistribution thereof, in whole or in part, in the United States and (ii) hassuch knowledge and experience in financial and business matters as to be capableof evaluating the merits and risks of its investment in the Placing Shares, andit and any accounts for which it is subscribing Placing Shares (i) are each ableto bear the economic risk of its or their investment in the Placing Shares, (ii)will not look to the above-mentioned names for all or part of any such loss orlosses it or they may suffer, (iii) are able to sustain a complete loss on itsor their investment in the Placing Shares, (iv) have no need for liquidity withrespect to its or their investment in the Placing Shares and (v) have no reasonto anticipate any change in its or their circumstances, financial or otherwise,which may cause or require any sale or distribution by it or them of all or anypart of the Placing Shares. 10. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or with any State or other jurisdiction ofthe United States, nor approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any otherUnited States regulatory authority, and agrees not to reoffer, resell, pledge orotherwise transfer the Placing Shares except (i) outside the United States inoffshore transactions in accordance with Regulation S under the Securities Act,(ii) in the United States to QIBs pursuant to Rule 144A under the SecuritiesAct, or (iii) pursuant to Rule 144 under the Securities Act, and in any case incompliance with all applicable laws; 11. acknowledges that where it is acquiring the Placing Shares for one ormore managed accounts, it represents and warrants that it is authorised inwriting by each managed account (i) to acquire the Placing Shares for eachmanaged account, and (ii) to execute and deliver an investment letter in theform provided to it by either of the Banks on behalf of each managed account.Each Placee agrees to indemnify and hold the Company and the Banks harmless fromany and all costs, claims, liabilities and expenses (including legal fees andexpenses) arising out of or in connection with any breach of the representationsand warranties in this paragraph 11. Each Placee agrees that the provisions ofthis paragraph 11 shall survive the resale of the Placing Shares by or on behalfof the managed accounts; 12. acknowledges that no representation has been made as to theavailability of Rule 144 or any other exemption under the Securities Act for thereoffer, resale, pledge or transfer of the Placing Shares; 13. acknowledges and understands that the Placing Shares offered and soldin the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and represents and warrants on its own behalfand on behalf of any accounts for which it is acting that, so long as thePlacing Shares are "restricted securities", it will not deposit the PlacingShares into any unrestricted depositary facility established or maintained byany depositary bank in respect of the Ordinary Shares; 14. represents and warrants that the issue to it, or the person specifiedby it for registration as holder, of Placing Shares will not give rise to aliability under any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositary receipts and clearance services) and that the Placing Shares are notbeing acquired in connection with arrangements to issue depositary receipts orto transfer Placing Shares into a clearance system; 15. 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; 16. represents and warrants that it and any person acting on its behalf isa person falling within Article 19 and/or 49 of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2001, as amended, and undertakesthat it will acquire, hold, manage or dispose of any Placing Shares that areallocated to it for the purposes of its business; 17. represents and warrants that it has not offered or sold and, prior tothe expiry of a period of six months from Admission, will not offer or sell anyPlacing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of the PublicOffers of Securities Regulations 1995, as amended; 18. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 19. represents and warrants that it has complied and will comply with allapplicable provisions of FSMA with respect to anything done by it in relation tothe Placing Shares in, from or otherwise involving the United Kingdom; 20. represents and warrants that it and any person acting on its behalf isentitled to acquire 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 this participationin the 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) and will honour such obligations; 21. undertakes that it (and any person acting on its behalf) will makepayment for the Placing Shares allocated to it in accordance with thisAnnouncement (including this Appendix) on the due time and date set out herein,failing which the relevant Placing Shares may be placed with other subscribersor sold as the relevant Bank may in its sole discretion determine and withoutliability to such Placee; 22. acknowledges that neither of the Banks is making any recommendationsto it, advising it regarding the suitability of any transactions it may enterinto in connection with the Placees and that participation in the Placing is onthe basis that it is not and will not be a client of either of the Banks andthat neither of the Banks has duties or responsibilities to it for providing theprotections afforded to their clients or customers or for providing advice inrelation to the Placing nor in respect of any representations, warranties,undertakings or indemnities contained in the Placing Agreement nor for theexercise or performance of any of its rights and obligations thereunderincluding any rights to waive or vary any conditions or exercise any terminationright; 23. undertakes that the person who it specifies for registration as holderof the Placing Shares will be (i) itself or (ii) its nominee, as the case maybe. Neither of the Banks nor the Company will be responsible for any liabilityto stamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Placing and it agrees to indemnify the Company and each ofthe Banks in respect of the same on the basis that the Placing Shares will beallotted to the CREST stock account of Apollo Nominees Limited who will holdthem as nominee on behalf of such Placee until settlement in accordance with itsstanding settlement instructions; 24. acknowledges that any agreements entered into by it pursuant to theseterms and conditions shall be governed by and construed in accordance with thelaws of England and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the Englishcourts as regards any claim, dispute or matter arising out of any such contract,except that enforcement proceedings in respect of the obligation to make paymentfor the Placing Shares (together with any interest chargeable thereon) may betaken by the Company or the Banks in any jurisdiction in which the relevantPlacee is incorporated or in which any of its securities have a quotation on arecognised stock exchange; 25. acknowledges that where a Placee or any person acting on its behalf isdealing with either Bank, any money held in an account with a Bank on behalf ofthe Placee and/or any person acting on behalf of the Placee will not be treatedas client money within the meaning of the relevant rules and regulations of theFinancial Services Authority which therefore will not require the Bank tosegregate such money as that money will be held by it under a bankingrelationship and not as trustees; and 26. agrees that the Company, the Banks and others will rely upon the truth andaccuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to the Banks on their own behalf and on behalf ofthe Company and are irrevocable. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor theBanks will be responsible. If this is the case, each Placee should seek its ownadvice and 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 penaltiesrelating thereto) payable outside the UK by them or any other person on theacquisition by them of any Placing Shares or the agreement by them to acquireany Placing Shares. This Announcement has been issued by AMEC and is the sole responsibility ofAMEC. UBS and DRKW are each acting for AMEC in connection with the Placing and no-oneelse and will not be responsible to anyone other than AMEC for providing theprotections afforded to their respective clients nor for providing advice inrelation to the Placing or any other matter referred to in this Announcement. When a Placee or person acting on behalf of the Placee is dealing with either ofthe Banks, any money held in an account with such Bank 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 the Bank's money inaccordance with the client money rules and will be used by the Bank in thecourse of their own business; and the Placee will rank only as a generalcreditor of the Bank. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. All times and dates in this Announcement may be subject to amendment. The Banksshall notify the Placees and any person acting on behalf of the Placees of anychanges. This Announcement includes "forward-looking statements". All statements otherthan statements of historical fact included in this Announcement, including,without limitation, those regarding the Company's financial position, businessstrategy, plans and objectives of management for future operations (includingdevelopment plans and objectives relating to the Company's products), areforward-looking statements. Such forward-looking statements involve known andunknown risks, uncertainties and other important factors that could cause actualresults to be materially different from future results, performance orachievements expressed or implied by such forward-looking statements. Suchforward-looking statements are based on numerous assumptions regarding theCompany's present and future business strategies and the environment in whichthe Company will operate in the future. You should not place undue reliance onforward-looking statements, which speak only as at the date of thisAnnouncement. The Company assumes no responsibility to update any of theforward-looking statements contained herein. Ends This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
AMFW.L