10th Mar 2005 07:02
Countrywide plc10 March 2005EMBARGOED FOR RELEASE AT 0700, 10 MARCH 2005NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND.10 March 2005Countrywide plc ("Countrywide" or the "Company")Proposed Placing of up to 8,456,416 new ordinary sharesCountrywide announces that it is today placing up to 8,456,416 new ordinaryshares of 5 pence each (the "Placing Shares"), representing approximately 5% ofthe current issued share capital of the Company, with institutional investors(the "Placing"). The Placing, which is not being underwritten, is being made byPanmure Gordon, a division of Lazard & Co., Limited ("Panmure Gordon"). PanmureGordon is acting as sole bookrunner and global co-ordinator to the Placing.The proceeds of the Placing will be used to part fund the recent acquisition ofbusinesses from Bradford & Bingley Group plc and to provide the Company withincreased flexibility to develop its business over the coming year.In a separate announcement issued today, the preliminary results of the Companyfor the year ended 31 December 2004 have been released.The Placing Shares will be placed by Panmure Gordon through an acceleratedbookbuild and will be made available to both new and existing eligibleinstitutional investors. The Placing will be conducted in accordance with theterms and conditions set out in the Appendix to this announcement and willclose no later than 4.30 pm on 11 March 2005.The Placing is conditional upon, inter alia, the admission of the PlacingShares to the Official List of the UK Listing Authority (the "Official List")and to trading on the London Stock Exchange's market for listed securities(together "Admission") becoming effective by 8.00 am on 16 March 2005 (or bysuch later time and date as Panmure Gordon and the Company may agree but notlater than 3.00 pm on 31 March 2005). The Placing is also conditional on theplacing agreement made between the Company and Panmure Gordon not beingterminated prior to such date.The Placing is being made outside the United States in offshore transactions(as defined in Regulation S) meeting the requirements of Regulation S under theUS Securities Act of 1933 (the "Securities Act") and may be made within theUnited States to a limited number of institutional investors, who are qualifiedinstitutional buyers within the meaning of Rule 144A under the Securities Actin transactions that are exempt from, or not subject to, the registrationrequirements under the Securities Act.Application has been made to the UK Listing Authority (the "UKLA") for theadmission of the Placing Shares to the Official List of the UKLA and to theLondon Stock Exchange for the admission of the Placing Shares to trading on theLondon Stock Exchange's market for listed securities. It is expected thatAdmission will become effective and dealings in the Placing Shares willcommence at 8.00 a.m. on 16 March 2005.The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the Company's existing ordinary shares, includingthe right to receive all future dividends and other distributions declared,made or paid after the date of issue of the Placing Shares, other than thefinal dividend of 4.5 pence per share declared by the Company this morning forthe year ended 31 December 2004.Harry Hill, Managing Director, commented:"In order to be successful in acquiring Bradford & Bingley Estate Agents andSecuremove Property Services from Bradford & Bingley Group plc in October 2004we needed to complete the deal quickly and hence we utilised the capacity underour syndicated bank facility to fund the acquisitions. The Placing is intendedto bring the balance of funding of those acquisitions back in line with how wewould prefer and return the prime use of the syndicated bank facility tofunding the return of capital we made last year."Enquiries to:Countrywide plc Tel: 01376 533 700Harry Hill, Managing DirectorMichael Nower, Finance DirectorPanmure Gordon Tel : 020 7187 2000Edward FarmerMarianne WoodsMark LanderThis announcement shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, securities including inthe United States.This announcement does not constitute an offer of securities for sale in theUnited States. Neither this announcement nor any copy of it may be taken ordistributed into the United States or distributed or published, directly orindirectly, in the United States. Any failure to comply with this restrictionmay constitute a violation of US securities laws. The securities referred toherein have not been and will not be registered under the Securities Act, andmay not be offered or sold in the United States unless they are registeredunder the Securities Act or pursuant to an available exemption therefrom. Nopublic offering of securities of the Company is being made in the UnitedStates.This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy, subscribe or otherwise acquire Placing Sharesor other shares in the Company in Canada, Australia, Japan, the Republic ofIreland or in any jurisdiction in which such offer or solicitation is unlawfuland the information contained herein is not for release, publication ordistribution in whole or in part in or into Canada, Australia, Japan or theRepublic of Ireland or in any jurisdiction in which such publication ordistribution is unlawful.The Placing Shares have not been recommended, approved or disapproved by anyUnited States federal or state securities commission or regulatory authority.Furthermore, the foregoing authorities have not confirmed the accuracy ordetermined the adequacy of this announcement. Any representation to thecontrary is a criminal offence in the United States.The announcement contains a number of statements relating to the Company thatare considered "forward looking statements" as defined in the PrivateSecurities Litigation Reform Act 1995 of the United States. Such statements arebased on current plans and, information and intentions and certain externalfactors which may be beyond the control of the Company and, therefore, unduereliance should not be placed on them. Forward looking statements speak only asof the date they are made and the Company undertakes no obligation to updatepublicly any of them in light of new information or future events. Thesestatements are subject to risks and uncertainties that could cause actualoccurrences to differ materially from the forward looking statements.Panmure Gordon, a division of Lazard & Co., Limited, which is authorised andregulated in the United Kingdom by the Financial Services Authority under theFinancial Services and Markets Act 2000, is acting exclusively for the Companyin connection with the Placing and no one else and will not be responsible toanyone other than the Company for providing the protections afforded to clientsof Panmure Gordon nor for providing advice in relation to the Placing or anyother matter referred to herein. Panmure Gordon can be contacted at 50 StrattonStreet, London W1J 8LL.APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLYEligible Participants in the Bookbuilding ProcessMembers of the public are not eligible to take part in the Placing. ThisAppendix and the terms and conditions set out herein are directed only atpersons who (i) have professional experience in matters relating to investmentsfalling within Article 19(1) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2001 (as amended) (the "Order") or (ii) are personsfalling within Article 49(2)(a) to (d) ("high net worth companies,unincorporated associations etc.") of the Order or to whom it may otherwiselawfully be communicated (all such persons together being referred to as"Relevant Persons"). This Appendix and the terms and conditions set out hereinmust not be acted on or relied on by persons who are not Relevant Persons. Anyinvestment or investment activity to which this Appendix and the terms andconditions set out herein relates is available only to Relevant Persons andwill be engaged in only with Relevant Persons. This Appendix does not in itselfconstitute an offer for sale or subscription of any securities in the Company.Relevant Persons who choose to participate in the Placing ("Placees" ) will bedeemed to have read and understood this announcement in its entirety and to beparticipating in the Placing on the terms and conditions contained herein, andto be providing the representations, warranties, acknowledgements andundertakings, in each case as contained in this Appendix. In particular,Placees represent, warrant and acknowledge that they:(a) are (i) persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or agent) for thepurpose of their business and have professional experience in matters relatingto investments and undertake that they will acquire, hold, manage or dispose ofany Placing Shares that are allocated to them for the purposes of theirbusiness and/or (ii) a person falling within article 49(2) of the Order; and(b) are (i) outside the United States and are acquiring the Placing Shares inan offshore transaction (within the meaning of Regulation S under theSecurities Act) or (ii) a qualified institutional buyer ("QIB") as such term isdefined in Rule 144A under the Securities Act.This announcement (including this Appendix) does not constitute an offer tosell or issue or the solicitation of an offer to buy or subscribe for ordinaryshares in the capital of the Company in the United States, or in anyjurisdiction in which such offer or solicitation is unlawful and theinformation contained herein is not for publication or distribution to personsin the United States or any jurisdiction in which such publication ordistribution is unlawful. Persons receiving this announcement (including,without limitation, custodians, nominees and trustees) must not forward,distribute, mail or transmit it in or into the United States, or use the UnitedStates mails, directly or indirectly, in connection with the Placing, and sodoing may invalidate any related purported application for Placing Shares.The Placing Shares have not been and will not be registered under theSecurities Act or under the securities laws of any state or other jurisdictionof the United States, and may not be offered, sold, resold or delivered,directly or indirectly, in or into the United States absent registration or anexemption from or a transaction not subject to the registration requirements ofthe Securities Act. No public offering of the Placing Shares is being made inthe United States.The distribution of this announcement and the Placing and/or issue of ordinaryshares in the capital of the Company in certain other jurisdictions may berestricted by law. No action has been taken by the Company or Panmure Gordonthat would permit an offer of such ordinary shares or possession ordistribution of this announcement or any other offering or publicity materialrelating to such ordinary shares in any jurisdiction where action for thatpurpose is required. Persons into whose possession this announcement comes arerequired by the Company and Panmure Gordon to inform themselves about and toobserve any such restrictions.Details of the Placing Agreement and the Placing SharesPanmure Gordon has entered into a placing agreement (the "Placing Agreement")with the Company whereby Panmure Gordon has agreed, subject to the conditionsset out therein, to use its reasonable endeavours as agent of the Company toprocure Placees to subscribe for the Placing Shares. The Placing is not beingunderwritten.The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the existing issued ordinary shares of 5 pence eachin the capital of the Company, including the right to receive all dividends andother distributions declared, made or paid in respect of such ordinary sharesafter the date of issue of the Placing Shares other than the final dividend of4.5 pence per share declared by the Company this morning for the year ended 31December 2004.Applications for Listing and Admission to TradingApplications have been made to the UK Listing Authority (the "UKLA") for theadmission of the Placing Shares to the Official List of the UKLA and to theLondon Stock Exchange (the "London Stock Exchange") for such shares to beadmitted to trading on the London Stock Exchange's market for listed securities(together "Admission"). It is expected that Admission will take place anddealings in the Placing Shares will commence on 8.00 a.m. on 16 March 2005.Bookbuilding ProcessPanmure Gordon is conducting an accelerated bookbuild (the "BookbuildingProcess") for participation in the Placing. This Appendix gives details of theterms and conditions of the Bookbuilding Process. In addition, it providesdetails of how Relevant Persons can participate in the Bookbuilding Process. Nocommissions will be paid to Placees or by Placees in respect of their agreementto subscribe for any Placing Shares.How to Participate in the Bookbuilding ProcessAn institution which is a Relevant Person and which wishes to participate inthe Bookbuilding Process should communicate its bid by telephone to its usualsales contact at Panmure Gordon or to Marianne Woods at Panmure Gordon (0207187 2460). If successful, an allocation will be confirmed orally following theclose of the Bookbuilding Process, and a conditional contract note will bedispatched as soon as possible thereafter. Panmure Gordon's oral confirmationwill constitute a legally binding commitment upon the Relevant Person tosubscribe for the number of Placing Shares allocated to that Relevant Person atthe Placing Price (as defined below) set out in the Pricing Announcement (asdefined below) and otherwise on the terms and conditions set out in thisAppendix and in accordance with the Company's Memorandum and Articles ofAssociation. Panmure Gordon will make a further announcement following theclose of the Bookbuilding Process detailing the Placing Price at which thePlacing Shares are being placed (the "Pricing Announcement").Principal Terms of the Bookbuilding Process1. Panmure Gordon is arranging the Placing as agent for the Company.2. Participation will only be available to Relevant Persons invited toparticipate by Panmure Gordon and who communicate their wish to participate inthe Bookbuilding Process to Panmure Gordon in accordance with paragraph 4 belowand who are able to participate in accordance with the terms and conditions setout herein. Panmure Gordon is entitled to enter bids as principal in theBookbuilding Process.3. The Bookbuilding Process will establish a single price (the "Placing Price")payable by all Placees. The Placing Price will be determined by Panmure Gordonfollowing completion of the Bookbuilding Process.4. An institution that wishes to participate in the Bookbuilding Process shouldcommunicate its bid by telephone to its usual sales contact at Panmure Gordonor to Marianne Woods at Panmure Gordon (020 7187 2460). The bid should statethe number of Placing Shares (or the total monetary amount) which theinstitution wishes to subscribe for, at either the Placing Price which will beultimately established by Panmure Gordon or at prices up to a maximum pricelimit specified in the bid.5. Any bid will be made on the terms and conditions in this Appendix and willbe legally binding on the Placees whom, or on behalf of whom, it is made andwill not be capable of variation or revocation after the close of theBookbuilding Process. The contract created by the acceptance of the bids willbe governed by English Law.6. Panmure Gordon reserves the right not to accept bids or to accept bids inpart rather than in whole. The acceptance of bids shall be at Panmure Gordon'sabsolute discretion.7. The Bookbuilding Process will close no later than 4.30 pm (London time) on11 March 2005, but may be closed earlier at the sole discretion of PanmureGordon. Panmure Gordon may, in its sole discretion, accept bids that arereceived after the Bookbuilding Process has closed.Conditions of the PlacingThe Placing is conditional on, inter alia: (a) the Placing Agreement becomingunconditional in all respects and not being terminated in accordance with itsterms prior to Admission; (b) Admission taking place by not later than 8.00 amon 16 March 2005 (or by such later time and date as Panmure Gordon and theCompany may agree but not later than 3.00 pm on 31 March 2005); and (c) theCompany confirming to Panmure Gordon immediately prior to Admission that eachof the conditions in the Placing Agreement (other than the condition specifiedin clause 9.1.5 (Admission)) has been fulfilled in accordance with its terms;that the Company has complied with its obligations under the Placing Agreementto the extent that the same fall to be performed prior to Admission; and thatnone of the warranties in the Placing Agreement was untrue, inaccurate ormisleading in any respect at the date of the Placing Agreement or has at anytime since that date become untrue, inaccurate or misleading in any materialrespect by reference to the facts and circumstances existing since that date.Panmure Gordon reserves the right to waive or to extend the time and/or datefor fulfilment of the conditions in the Placing Agreement. Any such extensionor waiver will not affect Placees' commitments. Neither Panmure Gordon nor theCompany shall have any liability to any Placee (or to any other person whetheracting for or on behalf of a Placee or otherwise) in respect of any decision itor they may make as to whether or not to waive or to extend the time and/ordate for the satisfaction of any condition in the Placing Agreement.If any condition is not satisfied in all respects or (where applicable) waived,in whole or in part, by Panmure Gordon or becomes incapable of being satisfied(and is not so waived) by the required time, the Company shall make a publicannouncement through a Regulatory Information Service to that effect.If (a) any of the conditions above are not satisfied (or, where relevant,waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreementdoes not otherwise become unconditional in all respects, the Placing will lapseand Placees' rights and obligations hereunder shall cease and determine at suchtime and no claim shall be made by Placees in respect thereof.Each Placee participating in the Bookbuilding Process agrees that its rightsand obligations hereunder terminate only in the circumstances described in thisannouncement and will not be capable of rescission or termination by it.Right to Terminate Under the Placing AgreementPanmure Gordon is entitled in its absolute discretion to terminate the PlacingAgreement if, at any time prior to Admission:(i) any of the warranties contained in the Placing Agreement or any statementmade in the Marketing Documents (as defined in the Placing Agreement) areuntrue, inaccurate or misleading in any material respect when made or becomeuntrue, inaccurate or misleading in any material respect by reference to thefacts and circumstances existing from time to time or any matter arises whichmight reasonably be expected to give rise to a claim under clause 8 of thePlacing Agreement; or(ii) there has been a material breach by the Company of its obligations underthe Placing Agreement (to the extent such obligations fall to be performedprior to Admission); or(iii) there has been any material adverse change, whether or not foreseeable atthe date of the Placing Agreement, in, or any development involving aprospective material adverse change in or affecting, the condition, financialor otherwise, or the earnings, business affairs or business prospects of theGroup (as defined in the Placing Agreement), whether or not arising in theordinary course of business; or(iv) there is a cancellation or suspension by the UKLA or the London StockExchange of trading in the Company's securities; or(v) any of the following occurs:(a) the suspension of trading in securities generally on the London StockExchange or the New York Stock Exchange or trading is limited or minimum pricesestablished on any such exchange; or(b) the declaration of a banking moratorium in London or by the US federal orNew York State authorities or any material disruption to commercial banking orsecurities settlement or clearance services in the US or the UK; or(c) any change, or development involving a prospective change, in UK or US orinternational financial, economic, political, industrial or market conditionsor currency exchange rates or exchange controls, or any incident of terrorismor outbreak or escalation of hostilities or any declaration by the UK or the USof a national emergency or war or any other calamity or crisis,which events described above Panmure Gordon considers in its absolutediscretion to be likely to have an adverse effect on the financial or tradingposition or the business or prospects of the Group (as defined in the PlacingAgreement) which is material in the context of Group as a whole or whichrenders the Placing impracticable or inadvisable.Each Placee participating in the Bookbuilding Process agrees with PanmureGordon that the exercise by Panmure Gordon of any right of termination or otherright or discretion under the Placing Agreement shall be at the absolutediscretion of Panmure Gordon and that Panmure Gordon need make no reference toPlacees and shall have no liability to Placees whatsoever in connectiontherewith.No ProspectusNo prospectus or listing particulars has been or will be submitted to beapproved by the UKLA or filed with the Registrar of Companies in England andWales in relation to the Placing Shares and the Placees' commitments will bemade solely on the basis of the information contained in this announcement.Each Placee by accepting a participation in the Placing agrees that the contentof this announcement is exclusively the responsibility of the Company. EachPlacee confirms that it has neither received nor relied on any otherinformation, representation, warranty or statement made by or on behalf ofPanmure Gordon or the Company or either of their respective affiliates andneither the Company, Panmure Gordon nor their respective affiliates will beliable for any Placee's decision to participate in the Placing based on anyother information, representation, warranty or statement. Each Placeeacknowledges and agrees that it has relied on its own investigation of thebusiness, financial and trading position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation.Registration and SettlementSettlement of transactions in the Placing Shares (ISIN: GB00B06HB123) followingAdmission will take place in uncertificated form against payment within theCREST system (subject to certain exceptions) via CREST Participant 838. PanmureGordon reserves the right to require settlement for and delivery of the PlacingShares to Placees by such other means as it deems appropriate if delivery orsettlement is not possible within the CREST system within the timetable set outin this announcement or if it would not be consistent with the regulatoryrequirements in the Placee's jurisdiction.Placees will be sent a conditional contract note which shall state the numberof Placing Shares acquired by such Placee at the Placing Price. It is expectedthat these conditional contract notes will be despatched on 11 March 2005. Itis expected that settlement will occur on 16 March 2005, on a T+3 basis, inaccordance with the instructions set out in the conditional contract notes.Interest is chargeable and will accrue daily on all amounts due from thePlacees to the extent that value is received after the due date at the rate of5 percentage points above prevailing LIBOR.In the event that a Placee does not comply with its settlement obligations,Panmure Gordon may (as agent for such Placee) sell the Placing Shares allocatedto such Placee and retain the sale proceeds (net of any expenses of sale inrelation to such Placing Shares). Such Placee will, however, remain liable forany shortfall between the net proceeds of such sale and the Placing Price inrespect of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties) which mayarise upon the sale of such Placee's Placing Shares.If Placing Shares are to be delivered to a custodian or settlement agent, eachPlacee opting to have its Placing Shares so delivered should ensure that theconditional contract note is copied and delivered immediately to the relevantperson within that organisation.Insofar as Placing Shares are registered in the Placee's name or that of suchPlacee's nominee or in the name of any person for whom such Placee iscontracting as agent or that of a nominee for such person, such Placing Shareswill, subject as provided below, be so registered free from any liability to UKstamp duty or stamp duty reserve tax. No Placee will be entitled to receive anyfee or commission in connection with the Placing.Representations and WarrantiesBy participating in the Bookbuilding Process, each Placee (and any personacting on its behalf) will be deemed to:1. represent and warrant that it has read this announcement in its entirety andacknowledge that its participation in the Placing will be governed by the termsof this Appendix;2. acknowledge that the content of this announcement is exclusively theresponsibility of the Company and that neither Panmure Gordon nor any of itsaffiliates nor any person acting on its or their behalf has or shall have anyliability for any information, representation or statement contained in thisannouncement or any information previously published in respect of the Companyand will not be liable for any Placee's decision to participate in the Placingbased on any information, representation or statement contained in thisannouncement;3. acknowledge that neither Panmure Gordon nor any of its affiliates nor anyperson acting on its or their behalf has or shall have any liability for anypublicly available or filed information or representation in relation to theCompany, provided that nothing in this paragraph excludes the liability of anyperson for fraud;4. represent and warrant that the only information upon which it has relied incommitting itself to subscribe for the Placing Shares is that contained in thisannouncement and any information previously published by the Company through aRegulatory Information Service (as defined in the UKLA's Listing Rules) andconfirm that it has neither received nor relied on any representation, warrantyor statement made by or on behalf of the Company or Panmure Gordon;5. acknowledge that no offering document or prospectus has been prepared inconnection with the placing of the Placing Shares in any jurisdiction;6. understand that the Placing Shares have not been and will not be registeredunder the Securities Act or under the securities laws of any state or otherjurisdiction of the United States;7. represent and warrant that unless it has provided to the Company and PanmureGordon an executed investor letter in which it makes certain furtherundertakings, representations and warranties in a form acceptable to both theCompany and Panmure Gordon, it is, or at the time the Placing Shares aresubscribed for will be, the beneficial owner of such Placing Shares and is nota person located in the United States of America, its territories orpossessions, any state of the United States or the District of Columbia (the"United States") or acting on a non-discretionary basis for a person in theUnited States, and is acquiring the Placing Shares in an offshore transaction(as defined in Regulation S under the Securities Act) and will not sell,directly or indirectly, any of the Placing Shares in the United States exceptin accordance with Regulation S under the Securities Act or pursuant to anexemption from the registration requirements of the Securities Act;8. represent and warrant that it is not a resident of Australia, Canada, Japanor the Republic of Ireland and acknowledges that the Placing Shares have notbeen and will not be registered nor will a prospectus be cleared in respect ofthe Placing Shares under the securities legislation of Australia, Canada, Japanor the Republic of Ireland and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions;9. represent and warrant that it is entitled to subscribe for and/or purchasePlacing Shares under the laws of all relevant jurisdictions which apply to itand that it has fully observed such laws and obtained all such governmental andother guarantees and other consents in either case which may be requiredthereunder and complied with all necessary formalities;10. represent and warrant that the issue to itself, or the person specified byit 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);11. if it is in the UK, represent and warrant that it has complied with itsobligations in connection with money laundering under the Proceeds of Crime Act2002, the Anti-Terrorism, Crime and Security Act 2001 (as amended) and theMoney Laundering Regulations 2003 (the "Regulations") and, if it is makingpayment on behalf of a third party, that satisfactory evidence has beenobtained and recorded by it to verify the identity of the third party asrequired by the Regulations;12. represent and warrant that it falls within paragraph 3(a) of Schedule 11 tothe Financial Services and Markets Act 2000 ("FSMA"), being a person whoseordinary activities involve it in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of its business, andwithin Article 19 and/or 49 of the Financial Services and Markets Act 2000(Financial Promotion) Order 2001, as amended, and undertake that it willacquire, hold, manage or dispose of any Placing Shares that are allocated to itfor the purposes of its business;13. represent and warrant 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 meaningof Section 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;14. represent and warrant that it has complied and will comply with allapplicable provisions of FSMA with respect to anything done by it in relationto the Placing Shares in, from or otherwise involving the United Kingdom;15. represent and warrant that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to subscribe forPlacing Shares 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);16. undertake that it will pay for the Placing Shares acquired by it inaccordance with this announcement at the due time and date set out herein,failing which, the Placing Shares allocated to it may be placed with othersubscribers or sold as Panmure Gordon determines and without liability to suchPlacee;17. acknowledge that Panmure Gordon is not making any recommendations to it oradvising it with regard to the suitability of any transaction it may enter intoin connection with the Placing and further acknowledge that for the purposes ofthe Placing, it is not and will not be a client of Panmure Gordon and thatPanmure Gordon does not have duties or responsibilities to it for providing theprotections afforded to its clients or for providing advice in relation to thePlacing nor in respect of any representations, warranties, undertakings orindemnities contained in the Placing Agreement;18. undertake that the person who it specifies for registration as holder ofthe Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, asthe case may be. Neither Panmure Gordon nor the Company will be responsible forany liability to stamp duty or stamp duty reserve tax resulting from a failureto observe this requirement. Each Placee and any person acting on behalf of thePlacee agrees to subscribe on the basis that the Placing Shares will beallotted to the CREST stock account of Panmure Gordon who will hold them asnominee on behalf of the Placee until settlement in accordance with itsstanding settlement instructions;19. acknowledge that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in accordance with the lawsof England and submit (on behalf of itself and on behalf of any person on whosebehalf it is acting) to the exclusive jurisdiction of the English courts asregards any claim, dispute or matter arising out of any such contract; and20. acknowledge and understand that the Company, Panmure Gordon and theirrespective affiliates will rely upon the truth and accuracy of the foregoingacknowledgements, undertakings, representations and warranties.The acknowledgements, undertakings, representations and warranties referred toabove are given to each of the Company, Panmure Gordon and their respectiveaffiliates and are irrevocable.ENDCOUNTRYWIDE PLCRelated Shares:
CWD.L