16th Feb 2007 07:01
Wichford plc16 February 2007 16 February 2007 FOR IMMEDIATE RELEASE WICHFORD PLC Placing of 35,377,358 New Ordinary Shares at 212p per share £75 million proceeds to be used to expand property portfolio Wichford PLC, a property investment company with an existing portfolio focusedon UK investment property occupied by UK Central Government bodies, todayannounces a placing of 35,377,358 new ordinary shares ("New Ordinary Shares") toraise £75.0 million (before expenses). The net proceeds of the Placing will enable the Company to continue to expandits UK portfolio and to take advantage of property acquisition opportunities inContinental Europe. The Board of Wichford has decided to enter the Continental European propertymarket for the following reasons: • Euro interest rates are presently lower than the equivalent in Sterling. The Directors consider, therefore, that acquisitions in Continental Europe should be more earnings accretive. • The prevalence of indexation of rents in Continental Europe should mean that the proportion of rental income in the Company's portfolio which is index-linked will increase over time. • If there is convergence with the UK market, the net asset value of the Company should, over the longer term, benefit from any yield compression in Continental Europe. • An increase in the size of the Company's debt could lead to improved pricing and terms through securitisation or bond issuance. The Placing is conditional upon the Company receiving approval from itsShareholders to disapply pre-emption rights and to grant the Board the necessaryauthority to allot the New Ordinary Shares. Resolutions regarding the Placingwill be voted on at an Extraordinary General Meeting to be held on 12 March2007. The Placing has been fully underwritten by the joint brokers, EvolutionSecurities Limited and KBC Peel Hunt Ltd. Michael Sheehan, Chairman of Wichford PLC, commented today, "I am delighted to announce this Placing, which will provide Wichford with theopportunity to build on its continued success. Since our IPO in 2004 and oursecondary placing in 2005, Wichford has adhered to a successful and consistentstrategy that has delivered strong returns to our shareholders. We aredetermined to capitalise on this success by extending our target market toselected countries in Europe and we believe that this will allow Wichford toexpand the business and access further recurring revenue." Enquiries Wichford Jamie Hambro Tel: 020 7747 5678 Philip Cooper Tel: 020 7495 7111 Citigate Dewe Rogerson Tel: 020 7638 9571 George Cazenove Hannah Seward 1. Introduction and summary Wichford is an Isle of Man registered property investment company with anexisting portfolio focused on UK investment property occupied by UK CentralGovernment bodies. As at 15 February 2007, Wichford had a portfolio ofproperties under management with a gross asset value of approximately £507million and generating an annualised rental income of approximately £30.3million. This recurring income, which should increase over the coming years as aresult of rent reviews, together with profits from property sales, is expectedby the Directors to be sufficient to enable the Company to maintain its currentdividend policy. As approved at the AGM on 31 January 2007, Wichford has expanded its targetmarket in response to the continuing compression of property yields and the risein UK interest rates. It is now seeking, in addition to properties occupied byUK Central Government bodies, to acquire Central Government or State occupiedproperties in Continental Europe, initially in Germany, France, the Netherlandsand Scandinavia. As at 15 February 2007 the Company had £37 million of undrawn facilitiesavailable for further investment which are expected to be fully utilised in thenext few months. In order to continue the development of the Company, theDirectors today announce the details of a Placing of £75.0 million (beforeexpenses). The net proceeds of the Placing will enable the Company to continueto expand its UK portfolio and to take advantage of property acquisitionopportunities in Continental Europe. The Placing is conditional, inter alia, upon (i) the Company obtaining approvalfrom Shareholders to disapply pre-emption rights and to grant the Board thenecessary authority to allot the Placing Shares; and (ii) Admission. The Placinghas been fully underwritten by the Joint Brokers pursuant to the terms of thePlacing Agreement. 2. Information on Wichford Following its admission to AIM in August 2004, the Company has increased its netassets from £25.8 million as at 31 May 2004 to £214.2 million as at 30 September2006. The original strategy was to acquire UK government-occupied propertiesoutside Central London. The Company has extended its geographic criteria toinclude Central London and, now, to include Central Government or State occupiedproperties in Continental Europe. As at 15 February 2007, the core portfolio, being properties which have leaseterms in excess of seven years, comprised 48 properties (totalling 1,878,842square feet) with a gross asset value of approximately £390.2 million, of whichapproximately £239.4 million has been funded by bank debt. This portfolioproduced a rental income of approximately £22.4 million (£11.92 per square foot)and had a weighted average unexpired term of the leases of approximately 11.1years. Since 30 September 2006, the Company's last year end, the Company hassold one property from this portfolio for a consideration of £6.6 million and agross profit of £1.1 million. As at 15 February 2007, the active portfolio, being properties which have leaseterms of less than seven years to expiry or a possible lease break date at thetenant's option, comprised 19 properties (totalling 610,805 square feet) with agross asset value of approximately £116.4 million, of which approximately £74.9million has been funded by bank debt. This portfolio currently produces a rentalincome of approximately £7.9 million (£13.01 per square foot) and has a weightedaverage unexpired term of the leases of approximately 3.8 years. 3. Background to and reasons for the Placing The Company continues to make significant progress. Due to the compression of UKproperty yields and the rise in UK interest rates, and as approved at the AGM on31 January 2007, Wichford has expanded its target market and is now looking toacquire Central Government or State occupied offices in Continental Europe,initially in Germany, France, the Netherlands and Scandinavia. To strengthen itsresources in Continental Europe, the property adviser to the Company, WichfordProperty Management, has recently appointed Peter Macfarlane to its board. MrMacfarlane has many years experience dealing with Continental European propertyas a former senior director of Atisreal responsible for internationalinvestments. He is currently a director of Dealtry Limited, a specialistinvestment consultancy which services international clients. The Company proposes to raise £75.0 million of new equity pursuant to thePlacing. It intends to invest the net proceeds of the Placing to fund thepurchase of additional investment properties. The Directors believe that Shareholders could benefit from the Company'sinvestment in Continental Europe for the following reasons: • Euro interest rates are presently lower than the equivalent in Sterling. The Directors consider, therefore, that acquisitions in Continental Europe should be more earnings accretive. • The prevalence of indexation of rents in Continental Europe should mean that the proportion of rental income in the Company's portfolio which is index-linked will increase over time. • If there is convergence with the UK market, the net asset value of the Company should, over the longer term, benefit from any yield compression in Continental Europe. • An increase in the size of the Company's debt could lead to improved pricing and terms through securitisation or bond issuance. 4. The Placing On 16 February 2007, the Company and the Joint Brokers entered into the PlacingAgreement, pursuant to which the Joint Brokers agreed to use reasonableendeavours to place the Placing Shares at the Placing Price on behalf of theCompany. The total proceeds of the Placing, before expenses, are £75.0 million.Expenses are estimated to be approximately £1.7 million. The Placing has beenunderwritten by the Joint Brokers. The Placing Agreement is conditional upon, inter alia, the passing of theResolutions and Admission becoming effective on or before 8.00 a.m. on 13 March2007 (or such later date as the Company and the Joint Brokers may agree, beingnot later than 5.00 p.m. on 30 March 2007). The Placing Shares are or will be in registered form and, on Admission, willrank pari passu with the existing issued Ordinary Shares, except they will notrank for any dividend or other distribution declared, paid or made in relationto any financial period of Wichford ending on or before 31 March 2007. This, forthe avoidance of doubt, would include any proposed interim dividend in respectof the current financial year ending 30 September 2007, and the holder of anysuch Placing Shares will not be entitled to any such dividend. Accordingly, thePlacing Shares will trade as a separate line of shares under the ISINIM00B1Q2Z343 and ticker code WICR until the payment of the interim dividend inrespect of the six months ending 31 March 2007. Following the payment of thisdividend the Placing Shares will trade under the same ISIN and ticker code asthe existing Ordinary Shares. The Placing Shares will rank in full for dividendsand other distributions declared, paid or made in relation to any financialperiod of Wichford ending after 31 March 2007 in respect of the ordinary sharecapital of the Company, which, for the avoidance of doubt, would include theproposed final dividend in respect of the current financial year ending 30September 2007. On Admission, the Company will have 132,703,055 Ordinary Shares in issue. The35,377,358 Placing Shares will represent 26.7 per cent. of the Enlarged IssuedShare Capital. Application will be made to the London Stock Exchange for thePlacing Shares to be admitted to trading on AIM and it is expected thatAdmission will occur on 13 March 2007. 5. Financing and other matters The Company has an agreed debt facility. Lehman Brothers Europe Limited hasindicated that it wishes to continue its support and provide senior debt financefor acquisitions both in the UK and Europe. The Company will continue to hedgesubstantially all interest rate risk and seek to minimise exposure to foreignexchange fluctuations. The Board will consider the merits of obtaining a listing on the Official Listof the UK Listing Authority in late 2007 or early 2008. 6. Extraordinary General Meeting The circular to be sent to Shareholders today contains a notice convening an EGMto be held at 12.00 noon on 12 March 2007 at Top Floor, 14 Athol Street,Douglas, Isle of Man IM1 1JA, at which the Resolutions will be proposed for thepurposes of implementing the Placing. The Resolutions will be proposed as: anordinary resolution to increase the authorised share capital of the Company; anordinary resolution to authorise the Directors to allot Ordinary Shares for thepurposes of the Placing and generally; and a special resolution to disapplyShareholders' pre-emption rights for the purposes of the Placing and generally. APPENDIX I - PLACING STATISTICS Placing Price 212pGross proceeds of the Placing £75.0 millionEstimated proceeds of the Placing receivable by the Company, net of £73.3 millionexpensesNumber of Ordinary Shares in issue prior to the Placing 97,325,697Number of Placing Shares to be issued pursuant to the Placing 35,377,358Number of Ordinary Shares in issue immediately following the Placing 132,703,055Placing Shares expressed as a percentage of the Enlarged Issued Share 26.7 per cent.Capital APPENDIX II - EXPECTED TIMETABLE FOR ADMISSION 2007Publication of the Shareholder circular 16 FebruaryLatest time and date for receipt of Forms of Proxy 12 noon on 10 MarchEGM 12 noon on 12 MarchAdmission and dealings in the Placing Shares expected to commence 13 Marchon AIMExpected date for CREST accounts to be credited (where 13 Marchapplicable)Despatch of definitive share certificates (where applicable) By 20 March APPENDIX III - DEFINITIONS The following definitions apply throughout this announcement unless the contextotherwise requires: "Admission" admission of the Placing Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules "AIM" a market operated by the London Stock Exchange "AIM Rules" the rules governing the Admission to and operation of AIM as published by the London Stock Exchange from time to time "Board" or "Directors" the board of directors of the Company for the time being including any duly constituted committee of the Directors and any duly appointed alternates "Company" or "Wichford" Wichford PLC "EGM" or "Extraordinary the extraordinary general meeting of the Company to be held onGeneral Meeting" 12 March 2007 "EGM Notice" the notice convening the EGM which is set out in the circular to be sent to Shareholders "Enlarged Issued Share the issued Ordinary Shares immediately following AdmissionCapital" "Evolution Securities" Evolution Securities Limited, the Company's nominated adviser and joint broker, a member of the London Stock Exchange and regulated by the UK Financial Services Authority "Form of Proxy" the form of proxy, for use in connection with the EGM "Group" the Company, its subsidiaries and its subsidiary undertakings "Joint Brokers" Evolution Securities and KBC Peel Hunt "KBC Peel Hunt" KBC Peel Hunt Ltd, the Company's joint broker, a member of the London Stock Exchange and regulated by the UK Financial Services Authority "London Stock Exchange" London Stock Exchange plc "Official List" the Official List of the UK Listing Authority "Ordinary Shares" ordinary shares of 10p each in the capital of the Company "Placing" the proposed conditional placing of the Placing Shares to raise £75.0 million pursuant to the Placing Agreement "Placing Agreement" the agreement dated 16 February 2007 between the Company, Evolution Securities and KBC Peel Hunt relating to the Placing "Placing Price" 212 pence per Placing Share, being the price at which each Placing Share is to be issued under the Placing "Placing Shares" the 35,377,358 Ordinary Shares to be issued under the Placing "£" or "Pounds" Pounds Sterling, the lawful currency from time to time of the UK "Regulations" the Uncertificated Securities Regulations 2005 of the Isle of Man "Resolutions" the resolutions set out in the EGM notice "Shareholders" holders of Ordinary Shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part V of the Financial Services and Markets Act 2000 ''US'', ''USA'' or ''United the United States of America, its territories and possessions,States'' any state of the US and the District of Columbia and all other areas subject to its jurisdiction "Wichford Property Wichford Property Management Limited, the property adviser toManagement" the Group APPENDIX IV TERMS AND CONDITIONS OF THE PLACING BY KBC PEEL HUNT IMPORTANT INFORMATION FOR PLACEES IN THE UNITED KINGDOM ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT') WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENT PROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. KBC Peel Hunt Limited is authorised and regulated in the United Kingdom by the Financial Services Authority and is advising Wichford Plc and no-one else in connection with the Placing and will not be responsible to any persons other than Wichford Plc for providing the protections afforded to their clients or for advising any other persons in relation to the Placing This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any jurisdiction in which such publication or distribution is unlawful (the "Excluded Territories" and any one of them an "Excluded Territory"). This announcement (including the terms and conditions set out herein) does not constitute an offer of securities for sale in the United States or any of the other Excluded Territories and none of the Placing Shares have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States or qualified for distribution under any of the relevant securities laws of Canada or Japan nor has any prospectus in relation to the Placing Shares been lodged with or registered by the Australian Securities and Investments Commission. The Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or any other Excluded Territories absent an applicable exemption, or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of any other Excluded Territory. The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offer of the Placing Shares or the accuracy or adequacy of the Company's circular dated 16 February 2007 or this announcement. Any representation to the contrary is a criminal offence in the United States. Unless otherwise defined in this Appendix 1, terms used in this Appendix shall have the same meanings as those set out in Appendix 2. Terms and Conditions of the PlacingIf a Relevant Person chooses to participate in the Placing by making or accepting an offer to acquire Placing Shares (each such Relevant Person being hereinafter referred to as a 'Placee' and together as the 'Placees') it will be deemed to have read and understood the announcement and its Appendices in their entirety and to be making or accepting such offer on the terms and conditions and to be providing the representations, warranties, confirmations and acknowledgements, contained in this Appendix. This announcement and this Appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction, including, without limitation, the United Kingdom, the United States or any of the other Excluded Territories. Any purchase of or application for shares under or in connection with the Placing should only be made on the basis of information contained in this announcement. The distribution of this announcement and the Placing and issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company and KBC Peel Hunt to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Details of the Placing Agreement and the Placing To the best of the knowledge of the Directors, who have taken all reasonable care to ensure that such is the case,the information contained in this announcement in respect of the Company is in accordance with the facts and makesno omission likely to affect the import of such information. The Directors of the Company, whose names, functions andbusiness addresses are set out in the circular sent to shareholders, accept responsibility for the informationcontained in this announcement, including individual and collective responsibility for compliance with the AIM Rules. The Company has entered into a Placing Agreement with KBC Peel Hunt under which KBC Peel Hunt will, as agent of the Company, procure Placees to subscribe (or failing which itself subscribe) on the terms and subject to the conditions set out therein for the Placing Shares. The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares of the Company, and will be issued subject to the memorandum and articles of association of the Company. Application for Listing and Admission to TradingApplication will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 13 March 2007. Terms of the PlacingThis Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. 1. KBC Peel Hunt and Evolution Securities will arrange the Placing as agents for and on behalf of the Company. Participation will only be available to persons invited to participate by KBC Peel Hunt or Evolution Securities. KBC Peel Hunt will determine in its absolute discretion the extent of its Placee's participation in the Placing, which will not necessarily be the same for each Placee. 2. The price payable per Placing Share shall be the Placing Price. 3. A Placee's commitment to subscribe for a fixed number of Placing Shares will be agreed with and confirmed to it orally by KBC Peel Hunt (the 'Placing Commitment') and a written confirmation (a 'Confirmed Commitment Letter') will be dispatched as soon as possible thereafter. The Placing Commitment and the Confirmed Commitment Letter will set out the number of Placing Shares which are being placed with each Placee. The oral confirmation to the Placee by KBC Peel Hunt (the 'Oral Confirmation'), constitutes an irrevocable, legally binding contractual commitment on the part of the Placee to KBC Peel Hunt (as agent for the Company) to subscribe for the fixed number of Placing Shares allocated to such Placee on the terms and conditions set out in this Appendix and subject to the memorandum and articles of association of the Company. No commissions will be payable to Placees in respect of their Placing Commitments. A form of confirmation will be included with each Confirmed Commitment Letter and this should be completed and returned to Jamie Reynolds at KBC Peel Hunt by fax on +44 (0)20 7972 0112 by 3.00 p.m. on 16 February 2007. 4. The Placing Agreement contains customary warranties given by the Company in favour of KBC Peel Hunt and Evolution Securities. If the conditions set out in the Placing Agreement are not satisfied in accordance with their terms or waived, or if KBC Peel Hunt exercises its right to terminate the Placing Agreement in accordance with its terms (see further below under the heading 'Right to Terminate under the Placing Agreement'), Placees will not be entitled to any commissions, fees or expenses whatsoever. Conditions of the PlacingThe obligations of KBC Peel Hunt under the Placing Agreement are conditional, inter alia, on: 1. the passing of the resolutions at the EGM (or any adjournment thereof); 2. the Placing Agreement not having been terminated in accordance with its terms; and 3. Admission becoming effective by no later than 8:00 a.m. on 13 March 2007. If (a) the conditions set out in the Placing Agreement are not satisfied or waived by KBC Peel Hunt and Evolution Securities by 8:00 a.m. on 13 March 2007 (or by such other date, being not later than 5:00 p.m. on 30 March 2007, as the Company, KBC Peel Hunt and Evolution Securities may in their discretion determine) or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the rights and obligations of the Placees hereunder shall cease and determine at such time and no claim can be made by any Placee in respect thereof. In such event, all monies (if any) paid by the Placees to KBC Peel Hunt at such time shall be returned to the Placees at their sole risk without any obligation on the part of the Company or KBC Peel Hunt or any of their respective affiliates to account to the Placees for any interest earned on such funds. By participating in the Placing, the Placee agrees that its Placing Commitment shall be irrevocable and its obligations in respect thereof will not be capable of rescission or termination by the Placee in any circumstance and the Company's and KBC Peel Hunt's rights and obligations (and therefore each Placee's Placing Commitment) will terminate if the conditions to the Placing Agreement are not satisfied in accordance with their terms or waived or if the Placing Agreement is terminated. The Placees acknowledge and agree that each of the Company, Evolution Securities and KBC Peel Hunt may exercise its contractual rights to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments. Neither KBC Peel Hunt, Evolution Securities nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the exercise of its contractual rights to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally. Right to Terminate under the Placing AgreementKBC Peel Hunt and Evolution Securities have certain termination rights under theterms of the Placing Agreement, including force majeure, breach of warranty andcertain other circumstances. Each Placee agrees with KBC Peel Hunt that the exercise by KBC Peel Hunt of its right of termination of the Placing Agreement, or any other discretion under such agreement, shall be within the absolute discretion of KBC Peel Hunt and that KBC Peel Hunt shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right or discretion. Commitments from Placees will be made solely on the basis of the information contained in this announcement and on a Placee's own investigations (if any) in connection with the Company. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company and confirms to KBC Peel Hunt and the Company that it has not relied on any other information, representation, warranty or statement made by or on behalf of KBC Peel Hunt (in each case, other than the amount of the relevant Placing participation communicated by KBC Peel Hunt in the Oral Confirmation) or the Company, and neither KBC Peel Hunt nor the Company will be liable for the decision of any Placee to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges to and agrees with KBC Peel Hunt, for itself and as agent for the Company, that except in relation to the information in this announcement it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Registration and SettlementSettlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. KBC Peel Hunt reserves the right to require settlement for and delivery of such Placing Shares to the Placees in such other means that it deems necessary if delivery or settlement is not possible within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the jurisdictions of such Placees. It is expected that settlement of the Placing will occur on 13 March 2007 (the 'Settlement Date'). On that date each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it. KBC Peel Hunt may (after having consulted the Company) specify a later settlement date at its absolute discretion. Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be set out in the Confirmed Commitment Letter. The trade date in CREST of the Placing Shares settled therein is expected to be 12 March 2007. Interest will be charged daily, on the consideration due, in respect of payments not received for value by the required time referred to above for every day (or part thereof) after the Settlement Date at a rate per annum equal to 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with its obligations hereunder, KBC Peel Hunt may sell the Placing Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the aggregate value, at the Placing Price, of the number of Placing Shares in such Placee's Placing Commitment plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below such amount and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) that may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placing Shares and to comply with their other obligations under this Appendix. If Placing Shares are to be delivered to a custodian or settlement agent of a Placee, the relevant Placee should ensure that its Confirmed Commitment Letter is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the name of a Placee or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Representations and Warranties by PlaceesBy participating in the Placing, each Placee (and any persons acting on its behalf) confirms, represents, warrants, undertakes and acknowledges to KBC Peel Hunt and the Company that: 1. it has read this announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix; 2. it will subscribe for the Placing Shares allocated to it in the Placing and pay for the same in accordance with the terms of this Appendix failing which the relevant Placing Shares may be placed with other subscribers or sold as KBC Peel Hunt, in its absolute discretion, determines and without liability to such Placee; 3. its obligations under the Placing are irrevocable and will not be capable of rescission or termination by the Placee in any circumstance and the Company's and KBC Peel Hunt's rights and obligations (and therefore each Placee's Placing Commitment) will terminate if the Placing Agreement fails to become unconditional or is terminated and that it understands that the Placing Agreement will only be capable of termination in the circumstances set out in the Placing Agreement and summarised in this Appendix; 4. it understands that the contents of this announcement are exclusively the responsibility of the Company and that neither KBC Peel Hunt nor any of its affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published in respect of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement; 5. it is entitled to subscribe for and purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental approvals and other guarantees and other consents which may be required thereunder and complied with all necessary formalities and the Placee has not taken any action which will or may result in KBC Peel Hunt or the Company or any of their respective directors, officers, employees, agents or advisers acting in breach of any law or regulatory requirement in any territory or jurisdiction in relation to its participation; 6. it has not relied on any representation or warranty in reaching its decision to accept its Placing Commitment, other than as included in this announcement (including this Appendix), and that accordingly it acknowledges that in subscribing for Placing Shares it will be relying solely on the information contained in this announcement and on its own investigations of the Company and that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this announcement and that neither of the Company nor KBC Peel Hunt or their respective directors, officers, agents, employees, advisers or any person acting on behalf of any of them or any persons responsible for this announcement or any part thereof shall have any responsibility or liability for any such other information, provided that nothing in this paragraph excludes the liabilities of any person for fraud; 7. it has complied with its obligations in connection with money laundering under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003, as amended (the 'Regulations') and the Financial Services Authority's Money Laundering Rules, to the extent applicable to it and, where relevant, its client and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 8. it is a term of its participation that, to ensure compliance with the Regulations, KBC Peel Hunt may, in its absolute discretion, require verification of a Placee's identity and any other person for whom it is subscribing for Placing Shares. Pending the provision to KBC Peel Hunt of evidence of identity, definitive certificates in respect of the Placing Shares or, where appropriate, delivery of the Placing Shares to the Placee in uncertificated form, may be retained or withheld at KBC Peel Hunt's absolute discretion. If within a reasonable time after a request for verification of identity KBC Peel Hunt has not received evidence satisfactory to it, it may in its absolute discretion, terminate such Placee's participation in which event the monies payable on acceptance of allotment will, if paid, be returned without interest to the account of the drawee bank or building society from which they were originally debited. No Placing Shares will be placed with such Placee if before Admission its acceptance of any Placing Shares is rejected pursuant to the Regulations; 9. it is a person at or to whom any communication that is a "financial promotion", as referred to in FSMA, may lawfully be issued, directed or otherwise communicated without the need for such communication to be approved, made or directed by an "authorised person" as referred to in FSMA; 10. it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of the Order (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 11. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom and will not sell or offer to sell the Placing Shares in a manner which will result in an offer to the public for the purposes of Article 2.1(d) of the Prospectus Directive (No. 2003/71/EC) or FSMA; 12. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; 13. it has all necessary capacity and authority, its obligations under the Placing are valid, binding and enforceable and it has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement); 14. KBC Peel Hunt is not making any recommendation to it or advising it with regard to the suitability of any transaction it may enter in connection with the Placing (including the Placing) and the Placee further acknowledges that participation in the Placing is on the basis that it is not and will not be a client or customer of KBC Peel Hunt or any affiliate thereof and that neither KBC Peel Hunt nor any of its affiliates has any duty or responsibility to it similar or comparable to the 'best execution', 'suitability' or 'risk warnings' rules of the Financial Services Authority or for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement whether as to their scope, adequacy or exercise by KBC Peel Hunt; 15. the exercise by KBC Peel Hunt of any rights or discretions under the Placing Agreement shall be within the absolute discretion of KBC Peel Hunt and KBC Peel Hunt need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and the Placee agrees that it has no rights against KBC Peel Hunt, the Company or any of their respective directors, officers, employees, agents and advisers under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999; 16. (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) a nominee of the Placee, (ii) neither KBC Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to subscribe on the basis that the Placing Shares will be allotted to the CREST stock account of KBC Peel Hunt who will hold them as nominee on its behalf until settlement in accordance with its standing settlement instructions; 17. any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract; 18. the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any other Excluded Territory and, subject to certain exceptions, may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or any other Excluded Territory or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of any other Excluded Territory and (unless the Placee is taking up Placing Shares pursuant to such an exception) (i) the Placee is not within the United States or any other Excluded Territory and it is not a US Person or a citizen of any other Excluded Territory, and it is not acting for any such national or resident nor is it applying for the benefit of any other overseas person, (ii) the Placee has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, or into any other Excluded Territory, (iii) the Placee is not taking up the Placing Shares for resale in or into the United States or any other Excluded Territory, and (iv) the Placee will not distribute any offering material, directly or indirectly, in or into the United States or any other Excluded Territory or to any persons resident in such countries. Terms and expressions used in this paragraph have the meanings given to them by Regulation S made under the Securities Act; 19. neither it nor its affiliates (as defined in Rule 501(b) of the US Securities Act) nor any person acting on its or their behalf have engaged in or will engage in any 'general solicitation or general advertising' (within the meaning of Regulation D under the US Securities Act) or 'directed selling efforts' (as defined in Regulation S under the US Securities Act) in connection with any offer or sale of the Placing Shares; 20. the issue to the Placee, or the person specified by such Placee for registration as holder of Placing Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (concerning depositary receipts and clearance services) and in the event of any breach of this warranty, the Placee agrees that neither the Company nor KBC Peel Hunt will have any liability to it or other persons in respect of such tax. The agreement to settle each Placee's subscription (and/or the subscription of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor KBC Peel Hunt will be responsible. If this is the case, the relevant Placee should take its own advice and notify KBC Peel Hunt accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares; 21. it irrevocably appoints any duly authorised officer or employee of KBC Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents, and to take such other action, on the Placee's behalf as may be reasonably necessary or appropriate to enable it to be registered as the holder of any of the Placing Shares comprised in its participation as indicated by it in the form of confirmation or otherwise in accordance with the terms of this Appendix; 22. KBC Peel Hunt may in it absolute discretion refuse or scale back a Placee's Placing Commitment by any amount as it deems fit; and 23. any monies of any Placee or any person acting on behalf of the Placee held or received by KBC Peel Hunt will not be subject to the protections conferred by the FSA's Client Money Rules. As a consequence, these monies will not be segregated from the monies of KBC Peel Hunt and may be used by KBC Peel Hunt in the course of its business, and the relevant Placee or any person acting on its behalf will therefore rank as a general creditor of KBC Peel Hunt. The confirmations, acknowledgements, undertakings, representations and warranties referred to above are given to each of the Company and KBC Peel Hunt and are irrevocable. The Company and KBC Peel Hunt will rely upon the truth and accuracy of the foregoing confirmations, acknowledgements, undertakings, representations and warranties. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RDI.L