17th Jan 2008 07:01
Hikma Pharmaceuticals Plc17 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE UNITED ARAB EMIRATES Hikma Pharmaceuticals PLC17 January 2008 HIKMA PHARMACEUTICALS PLC PLACING OF UP TO 17 MILLION NEW ORDINARY SHARES Details of the Placing Hikma Pharmaceuticals PLC ("Hikma" or the "Company") intends to place up to 17million new Ordinary Shares, representing up to 9.9 per cent of Hikma's issuedordinary share capital immediately prior to the Placing, with institutional andother investors (the "Placing Shares"). The Placing is being conducted, subject to the satisfaction of certainconditions, through an accelerated book-building process to be carried out byMerrill Lynch International ("Merrill Lynch") and Citigroup Global Markets U.K.Equity Limited ("Citi"). The books will open with immediate effect. The timingof the closing of the books, pricing and allocations are at the discretion ofHikma, Merrill Lynch and Citi. The number of Placing Shares and the price atwhich the Placing Shares are to be placed (the "Placing Price") will be agreedby Hikma with Merrill Lynch and Citi at the close of the book-building process.Details of the number of Placing Shares and the Placing Price will be announcedas soon as practicable after the close of the book-building process. As part of the Placing, Darhold Limited, which as at 16 January 2008 held52,649,972 Ordinary Shares (representing approximately 30.8 per cent. of Hikma'sissued ordinary share capital) and whose shareholders include Samih Darwazah(Non Executive Chairman of Hikma), Said Darwazah (CEO of Hikma) and MazenDarwazah (Executive Vice Chairman of Hikma), has agreed to acquire and beallotted approximately 30.8 per cent of the Placing Shares (being up toapproximately 5.23 million Placing Shares) at the Placing Price. In addition,Samih Darwazah, Said Darwazah, Mazen Darwazah and certain relatives, whotogether held as at 16 January 2008 2.97 million Ordinary Shares (representingapproximately 1.7 per cent. of Hikma's issued ordinary share capital) intend toacquire approximately 1.7 per cent of the Placing Shares (being up to 295,223Placing Shares) at the Placing Price pursuant to the Placing. Accordingly, theinterest of Darhold Limited in Hikma's issued ordinary share capital will remainat approximately 30.8 per cent. and the combined interests of Samih Darwazah,Said Darwazah, Mazen Darwazah and those relatives who intend to participate inthe Placing will remain at approximately 1.7 per cent.. The Placing Shares will be issued credited as fully paid and will rank paripassu with existing Ordinary Shares, including the right to receive alldividends and other distributions declared, made or paid on or in respect ofsuch shares after the date of issue of the Placing Shares. The Company willapply for admission of the Placing Shares to the Official List of the FinancialServices Authority and for admission to trading of the Placing Shares on theLondon Stock Exchange's main market for listed securities (together, "Admission"). It is expected that Admission will take place and that trading will commence on 22 January 2008. As part of the Placing, the Company and Darhold Limited have respectively agreedthat they will not issue or sell any Ordinary Shares for a period ending 90 daysafter Admission, without the prior consent of Merrill Lynch (on behalf of itselfand Citi). These agreements are subject to certain customary exceptions and, inaddition, do not prevent Darhold Limited from transferring up to 25.9 millionOrdinary Shares pledged or to be pledged to certain lenders (including 2 millionOrdinary Shares pledged to Merrill Lynch International Bank Limited (LondonBranch) and 7.5 million Ordinary Shares pledged to an Affiliate of Citi) inaccordance with Darhold Limited financing arrangements. Settlement of the Placing Shares will be on a T + 3 basis and is expected tooccur on 22 January 2008. The Appendix to this announcement (which forms part of this announcement) setsout the terms and conditions of the Placing. Merrill Lynch and Citi are acting as joint bookrunners in relation to thePlacing. Benefits of the Placing The Placing will enable the Hikma group to reduce borrowings incurred inconnection with its JD116.0 million ($163.6 million) acquisition of ArabPharmaceutical Manufacturing Company ("APM"), announced on 10 December 2007,thereby providing Hikma with increased flexibility to finance future growth. Contacts Hikma Pharmaceuticals PLC Susan Ringdal Direct Line: +44 20 7399 2760Investor Relations Director Mobile: +44 7776 477 050Hikma Pharmaceuticals plc13 Hanover SquareLondon W1S 1HWUnited Kingdom Merrill Lynch International Lorcan O'Shea +44 20 7996 5949Andrew Fairclough +44 20 7996 0469Aukse Jurkute +44 20 7995 3700 Merrill Lynch Financial Centre 2 King Edward StreetLondon EC1A 1HQUnited Kingdom Citigroup Global Markets U.K. Equity Limited Andrew Chapman +44 20 7986 0505Ronan Veale +44 20 7986 0433Darrel Uden +44 20 7986 0410Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom Legal advisers to Hikma Ashurst LLPBroadwalk House5 Appold StreetLondon EC2A 2HAUnited Kingdom Legal advisers to the ManagersFreshfields Bruckhaus Deringer65 Fleet StreetLondon EC4Y 1HSUnited Kingdom PR advisers to HikmaJon Coles +44 20 7404 5959Justine McIlroyBrunswick Group16 Lincoln's Inn FieldsLondon WC2A 3EDUnited Kingdom General Merrill Lynch and Citi (together, the "Managers") are each acting exclusivelyfor the Company and no-one else in relation to the Placing and will not beresponsible to any person other than the Company for providing the protectionsafforded to their respective clients or for providing advice in relation to thePlacing or in relation to the contents of this announcement or any othertransaction, arrangement or matter referred to herein. This announcement is for information purposes only and does not constitute anoffer to issue or sell, or the solicitation of an offer to subscribe for oracquire, any securities to any person in any jurisdiction, including withoutlimitation in the United States, Canada, Australia or Japan. 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, the Managers, or any of their respective affiliates,that would permit an offer of the Placing Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required bythe Company and the Managers to inform themselves about and to observe any suchrestrictions. The securities referred to in this announcement have not been, nor will they be,registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any State or otherjurisdiction of the United States, and accordingly may not be offered or soldwithin the United States except pursuant to an exemption from, or in atransaction not subject to, registration under the Securities Act. No publicoffering of the securities referred to herein will be made in the United States.Any offering to be made in the United States will be made to a limited number of"qualified institutional buyers" pursuant to an exemption from registrationunder the Securities Act in a transaction not involving any public offering. ThePlacing Shares are being offered and sold outside the United States inaccordance with Regulation S under the Securities Act. This announcement is not intended to constitute an offer, sale or delivery ofshares or other securities under the laws of the United Arab Emirates (the "UAE"). The securities referred to herein have not been and will not be registeredunder Federal Law No. 4 of 2000 Concerning the Emirates Securities andCommodities Authority and the Emirates Security and Commodity Exchange, or withthe UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securitiesmarket or with any other UAE exchange. The Placing, the Placing Shares andinterests therein have not been approved or licensed by the UAE Central Bank orany other relevant licensing authorities in the UAE, and do not constitute apublic offer of securities in the UAE in accordance with the CommercialCompanies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. The Placing Shares will not be offered or sold in the Dubai InternationalFinancial Centre (the "DIFC") unless such offer is (a) deemed to be an ''ExemptOffer'', made in accordance with the Offered Securities Rules (the ''Rules'') ofthe Dubai Financial Services Authority (the "DFSA"); (b) made to QualifiedInvestors as defined in the Rules; and (c) made through a duly authorised firmin the DIFC. This announcement relates to an exempt offer in accordance with the Rules. Thisannouncement is intended for distribution only to persons of a type specified inthose Rules. It must not be delivered to, or relied on by, any other person.The DFSA has no responsibility for reviewing or verifying any documents inconnection with Exempt Offers. The DFSA has not approved this announcement ortaken steps to verify the information set out in it, and has no responsibilityfor it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective investors in thePlacing Shares should conduct their own due diligence on the Placing Shares.Prospective investors who do not understand the contents of this announcementshould consult an authorised financial adviser. Certain statements made in this announcement are forward looking statements.Such forward looking statements are based on current expectations and numerousassumptions regarding the Company's present and future business strategies andthe environments in which the Company will operate in the future. Suchassumptions may or may not prove to be correct and actual results andperformance could differ materially from any expected further results orperformances, express or implied, by the forward looking statements. Factorsthat might cause forward looking statements to differ materially from actualresults include, among other things, changes in global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates and future business combinations or disposals. The Companyexpressly disclaims and assumes no responsibility to update or revise any of theforward looking statements contained in this announcement to reflect any changein the Company's expectations with regard thereto or any change in events,conditions or circumstances on which any such statement is based. Any indication in this announcement of the price at which the Ordinary Shareshave been bought or sold in the past cannot be relied upon as a guide to futureperformance. No statement in this announcement is intended to be a profitforecast and no statement in this announcement should be interpreted to meanthat earnings per Ordinary Share for the current or future financial years wouldnecessarily match or exceed the historical published earnings per OrdinaryShare. This announcement is the sole responsibility of the Company. No representationor warranty, express or implied, is or will be made as to, or in relation to,and no responsibility or liability is or will be accepted by the Managers or byany of their respective affiliates or agents as to or in relation to, theaccuracy or completeness of this announcement, or any other written or oralinformation made available to or publicly available to any prospective investoror its advisers, and any liability therefore is hereby expressly disclaimed. APPENDIX TERMS AND CONDITIONS Important information on the Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE UNITED ARAB EMIRATES. IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING. MEMBERS 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 WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANINGOF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUSDIRECTIVE") ("QUALIFIED INVESTORS") AND (2) IN THE UNITED KINGDOM, FALL WITHINARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIALPROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHINARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BEACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FORSALE OR SUBSCRIPTION OF ANY SECURITIES IN HIKMA. This announcement and any offer if made subsequently is only addressed to anddirected at persons in member states of the European Economic Area ("EEA") whoare Qualified Investors. By participating in the bookbuilding procedure (the "Bookbuilding") and thePlacing, Placees will be deemed to have read and understood this Appendix in itsentirety, to be participating, making an offer and acquiring Placing Shares onthe terms and conditions contained herein and to be providing therepresentations, warranties, acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it will acquire, hold, manage ordispose of any Placing Shares that are allocated to it for the purposes of itsbusiness; 2. in the case of a Relevant Person in a member state of the EEA which hasimplemented the Prospectus Directive (each a "Relevant Member State") whoacquires any Placing Shares pursuant to the Placing: (i) it is a Qualified Investor; and (ii) in the case of any Placing Shares acquired by it as a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive,(i) the Placing Shares acquired by it in the Placing have not been acquired onbehalf of, nor have they been acquired with a view to their offer or resale to,persons in any Relevant Member State other than Qualified Investors or incircumstances in which the prior consent of Merrill Lynch International ("Merrill Lynch"), on behalf of itself and Citigroup Global Markets U.K. EquityLimited ("Citi"), has been given to the offer or resale; or (ii) where PlacingShares have been acquired by it on behalf of persons in any member state of theEEA other than Qualified Investors, the offer of those Placing Shares to it isnot treated under the Prospectus Directive as having been made to such persons;and 3. it is acquiring the Placing Shares for its own account or is acquiringthe Placing Shares for an account with respect to which it exercises soleinvestment discretion and that it (and any such account) is outside the UnitedStates or it is a dealer or other professional fiduciary in the United Statesacting on a discretionary basis for non-US beneficial owners (other than anestate or trust), in reliance upon Regulation S under the US Securities Act of1933, as amended (the "Securities Act"); or if it is not outside the UnitedStates is a qualified institutional buyer ("QIB") as defined in Rule 144A underthe Securities Act. This announcement (including this Appendix) does not constitute an offer toissue or sell, or the solicitation of an offer to subscribe for or acquirePlacing Shares in any jurisdiction including, without limitation, the UnitedKingdom, the United States, Canada, Australia or Japan. This announcement andthe information contained herein is not for publication or distribution,directly or indirectly, to persons in the United States, Canada, Australia,Japan, the United Arab Emirates (the "UAE") or in any jurisdiction in which suchpublication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will notbe registered under the Securities Act or with any securities regulatoryauthority of any State or other jurisdiction of the United States, and may notbe offered, sold or transferred within the United States except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act. Any offering to be made in the UnitedStates will be made to a limited number of QIBs pursuant to an exemption fromregistration under the Securities Act in a transaction not involving any publicoffering. The Placing Shares are being offered and sold outside the UnitedStates in accordance with Regulation S under the Securities Act. This announcement is not intended to constitute an offer, sale or delivery ofshares or other securities under the laws of the UAE. The securities referred toherein have not been and will not be registered under Federal Law No. 4 of 2000Concerning the Emirates Securities and Commodities Authority and the EmiratesSecurity and Commodity Exchange, or with the UAE Central Bank, the DubaiFinancial Market, the Abu Dhabi Securities market or with any other UAEexchange. The Placing, the Placing Shares and interests therein have not beenapproved or licensed by the UAE Central Bank or any other relevant licensingauthorities in the UAE, and do not constitute a public offer of securities inthe UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of1984 (as amended) or otherwise. The Placing Shares will not be offered or sold in the Dubai InternationalFinancial Centre (the "DIFC") unless such offer is (a) deemed to be an ''ExemptOffer'', made in accordance with the Offered Securities Rules (the ''Rules'') ofthe Dubai Financial Services Authority (the "DFSA"); (b) made to QualifiedInvestors as defined in the Rules; and (c) made through a duly authorised firmin the DIFC. This announcement relates to an exempt offer in accordance withthe Rules. This announcement is intended for distribution only to persons of atype specified in those rules. It must not be delivered to, or relied on by,any other person. The DFSA has no responsibility for reviewing or verifying anydocuments in connection with Exempt Offers. The DFSA has not approved thisannouncement or taken steps to verify the information set out in it, and has noresponsibility for it. The securities to which this announcement relates may beilliquid and/or subject to restrictions on their resale. Prospective investorsin the Placing Shares should conduct their own due diligence on the PlacingShares. Prospective investors who do not understand the contents of thisannouncement should consult an authorised financial adviser. 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, Merrill Lynch or Citi (together with Merrill Lynch,the "Managers"), or any of their respective Affiliates, that would permit anoffer of the Placing Shares or possession or distribution of this announcementor any other offering or publicity material relating to such Placing Shares inany jurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company and the Managersto inform themselves about and to observe any such restrictions. In this Appendix, unless the context otherwise requires, the "Company" meansHikma Pharmaceuticals PLC and "Placee" includes a person (including individuals,funds or others) on whose behalf a commitment to acquire Placing Shares has beenor is given. No prospectus No prospectus or other offering document has been or will be submitted to beapproved by the FSA in relation to the Placing and the Placees' commitments willbe made solely on the basis of the information contained in this announcementand any information publicly announced to a Regulatory Information Service by oron behalf of the Company or publicly announced by Arab PharmaceuticalManufacturing Company ("APM") prior to the date of this announcement (the "Publicly Available Information"). Each Placee, by participating in the Placing,agrees that it has neither received nor relied on any other information,representation, warranty or statement made by or on behalf of either of theManagers or the Company and neither of the Managers, the Company nor any personacting on such person's behalf nor any of their Affiliates has or shall have anyliability for any Placee's decision to accept this invitation to participate inthe Placing based on any other information, representation, warranty orstatement. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company andAPM in accepting a participation in the Placing. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares The Managers have entered into a placing agreement (the "Placing Agreement")with the Company under which each of the Managers has undertaken, severally andnot jointly or jointly and severally, on the terms and subject to the conditionsset out in the Placing Agreement, as an agent for and on behalf of the Company,to use its reasonable endeavours to seek to procure Placees for the PlacingShares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued Ordinary Shares , includingthe right to receive all dividends and other distributions declared, made orpaid in respect of the Ordinary Shares after the date of issue of the PlacingShares. As part of the Placing, the Company and Darhold Limited have respectively agreedthat they will not issue or sell any Ordinary Shares for a period ending 90 daysafter Admission, without the prior consent of Merrill Lynch (on behalf of itselfand Citi). These agreements are subject to certain customary exceptions and, inaddition, do not prevent Darhold Limited from transferring up to 25.9 millionOrdinary Shares pledged or to be pledged to certain lenders (including 2 millionOrdinary Shares pledged to Merrill Lynch International Bank Limited (LondonBranch) and 7.5 million Ordinary Shares pledged to an Affiliate of Citi) inaccordance with Darhold Limited financing arrangements. Application for admission to listing and trading Application will be made to the FSA for admission of the Placing Shares to theOfficial List and to the London Stock Exchange for admission to trading of thePlacing Shares on the London Stock Exchange's main market for listed securities(together "Admission"). It is expected that Admission will take place at 8.00a.m. on 22 January 2008 and that dealings in the Placing Shares on the LondonStock Exchange's main market for listed securities will commence at that time. Bookbuilding The Managers will today commence the Bookbuilding to determine demand forparticipation in the Placing by 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 Managers and the Company shall be entitled to effect the Placing by suchalternative method to the Bookbuilding as they may, in their sole discretion,determine. Principal terms of the Bookbuilding and Placing 1. Participation in the Placing will only be available to persons who maylawfully be, and are, invited to participate by the Managers. Each of theManagers is entitled to enter bids in the Bookbuilding. 2. The Bookbuilding will establish a single price (the "Placing Price")payable to the Managers by all Placees whose bids are successful. The PlacingPrice will be agreed between the Managers and the Company following completionof the Bookbuilding and any discount to the market price of the Ordinary Shareswill be determined in accordance with the Listing Rules and IPC guidelines. ThePlacing Price will be announced (the "Pricing Announcement") on a RegulatoryInformation Service following the completion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid bytelephone to their usual sales contact at Merrill Lynch or Citi. Each bid shouldstate the number of Placing Shares which a prospective Placee wishes to acquireat either the Placing Price which is ultimately established by the Company andthe Managers or at prices up to a price limit specified in its bid. Bids may bescaled down by the Managers on the basis referred to in paragraph 8 below. Eachof Merrill Lynch and Citi is arranging the Placing severally, and not jointly orjointly and severally, as agent for and on behalf of the Company. 4. The timing of the closing of the Bookbuilding is at the discretion of theManagers and the Company. The Managers may, in agreement with the Company,accept bids that are received after the Bookbuilding has closed. 5. If you choose to participate in the Placing by making an oral and legallybinding offer to acquire Placing Shares you will be deemed to have read andunderstood this announcement in its entirety (including this Appendix) and to bemaking such offer on the terms and conditions contained herein and to beproviding the representations and acknowledgements contained in this Appendix. 6. Allocations will be confirmed orally by the Managers as soon aspracticable following the close of the Bookbuilding. The relevant Manager's oralconfirmation of an allocation will give rise to a legally binding commitment bythe Placee concerned, in favour of the relevant Manager and the Company, underwhich it agrees to acquire the number of Placing Shares allocated to it on theterms and subject to the conditions set out in this Appendix and the Company'sMemorandum and Articles of Association. 7. The Company will make the Pricing Announcement following the close of theBookbuilding detailing the number of Placing Shares to be issued and the priceat which such Placing Shares have been placed. 8. Subject to paragraphs 6 and 7 above, the Managers may choose to acceptbids, either in whole or in part, on the basis of allocations determined attheir discretion (in agreement with the Company) and may scale down any bids forthis purpose on such basis as they may determine. They may also,notwithstanding paragraphs 6 and 7 above, subject to the prior consent of theCompany (a) allocate Placing Shares after the time of any initial allocation toany person submitting a bid after that time and (b) allocate Placing Sharesafter the Bookbuilding has closed to any person submitting a bid after thattime. Placees should note that Darhold Limited has agreed to acquireapproximately 30.8 per cent of the Placing Shares (being up to approximately5.23 million Placing Shares) at the Placing Price, that the Darwazah familyintends to acquire approximately 1.7 per cent of the Placing Shares (being up to295,223 Placing Shares at the Placing Price) and that the Managers will allocatethose numbers of Placing Shares to them. 9. Allocations will be confirmed in writing by the Managers by no later than11.59 p.m. (London time) on 17 January 2008. 10. A bid in the Bookbuilding will be made on the terms and subject to theconditions in this Appendix and will be legally binding on the Placee on behalfof which it is made and except with the relevant Manager's consent will not becapable of variation or revocation after the time at which it is submitted. EachPlacee will have an immediate, separate, irrevocable and binding obligation,owed to the relevant Manager and the Company, to pay to it (or as it may direct)in sterling in cleared funds an amount equal to the product of the Placing Priceand the amount of Placing Shares such Placee has agreed to acquire. EachPlacee's obligations will be owed to the Company and to the relevant Manager. 11. Except as required by law or regulation, no press release or otherannouncement will be made by the Managers or the Company using the name of anyPlacee (or its agent), in its capacity as Placee (or agent), other than withsuch Placee's prior written consent. 12. Irrespective of the time at which a Placee's allocation(s) pursuant to thePlacing is/are confirmed, settlement for all Placing Shares to be acquiredpursuant to the Placing will be required to be made at the same time, on thebasis explained below under "Registration and Settlement". 13. All obligations under the Bookbuilding and the Placing will be subject tofulfilment of the conditions referred to below under "Conditions of the Placing"and to the Placing not being terminated on the basis referred to below under "Termination of the Placing". 14. By participating in the Bookbuilding each Placee will agree that itsrights and obligations in respect of the Placing will terminate only in thecircumstances described below and will not be capable of rescission ortermination by the Placee. 15. To the fullest extent permissible by law, none of the Managers nor any ofits Affiliates shall have any liability to Placees (or to any other personwhether acting on behalf of a Placee or otherwise). In particular, none of theManagers nor any of their Affiliates shall have any liability (including, to theextent permissible by law, any fiduciary duties) in respect of the Managers'conduct of the Bookbuilding or of such alternative method of effecting thePlacing as the Managers and the Company may agree. Registration and Settlement Merrill Lynch is acting as settlement agent to the Placing. The Company hasundertaken that it will, prior to 9.00 a.m. (London time) on the day ofAdmission and subject only to Admission, allot the Placing Shares to the CRESTaccount of Merrill Lynch (on behalf of itself and the other Manager) as nomineefor the Placees (or, if applicable, the relevant Manager), pending transfer oflegal title on the terms that upon such allotment becoming unconditional, thePlacing Shares shall be credited as fully paid and shall rank pari passu in allrespects with the existing Ordinary Shares, including the right to receive alldividends and other distributions declared, made or paid on or in respect ofsuch Ordinary Shares after the date of issue and allotment of the PlacingShares. If Placees are allocated any Placing Shares in the Placing, they will be sent acontract note or electronic confirmation which will confirm the number ofPlacing Shares allocated to them, the Placing Price and the aggregate amountowed by them to the relevant Manager. Each Placee will be deemed to agree thatit will do all things necessary to ensure that delivery and payment is completedin accordance with either the standing CREST or certificated settlementinstructions which they have in place with the relevant Manager. Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system. Settlement through CREST will be on a T + 3basis unless otherwise notified by the Managers and is expected to occur on 22January 2008. Settlement will be on a delivery versus payment basis. However,in the event of any difficulties or delays in the admission of the PlacingShares to CREST or the use of CREST in relation to the Placing, the Company andthe Managers may agree that the Placing Shares should be issued in certificatedform. The Managers reserve the right to require settlement for the PlacingShares, and to deliver the Placing Shares to Placees, by such other means asthey deem necessary if delivery or settlement to Placees is not practicablewithin the CREST system or would not be consistent with regulatory requirementsin a Placee's jurisdiction. Interest is chargeable daily on payments not received on the due date inaccordance with the arrangements set out above, in respect of either CREST orcertificated deliveries, at the rate of 2 percentage points above prevailingLIBOR. If Placees do not comply with their obligations, the relevant Manager may selltheir Placing Shares on their behalf and retain from the proceeds, for its ownaccount and benefit, an amount equal to the Placing Price of each Placing Sharesold plus any interest due. Placees will, however, remain liable for anyshortfall below the Placing Price and for any stamp duty or stamp duty reservetax (together with any interest or penalties) which may arise upon the sale oftheir Placing Shares on their behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees must ensure that, upon receipt, the conditional contract note is copiedand delivered immediately to the relevant person within that organisation. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The obligations of the Managers under the Placing Agreement are, and the Placingis, conditional on, inter alia: (a) Admission occurring by not later than 8:00 am (London time) on 22 January2008 (or such later time and/or date as Merrill Lynch (on behalf of itself andthe other Manager) and the Company may agree); (b) the representations, warranties and undertakings given by the Company inthe Placing Agreement being true and accurate and not misleading on and as ofthe date of the Placing Agreement, the date of execution of the Term Sheet andat Admission; (c) the compliance by the Company with all its obligations, and thesatisfaction by the Company of all of the conditions which are to be satisfiedby it, under the Placing Agreement or under the terms and conditions of thePlacing, which are required to be performed or satisfied on or prior toAdmission; and (d) the execution and delivery of the Term Sheet by the Company and theManagers (in accordance with the terms of the Placing Agreement) by no laterthan 11:59 pm (London time) on 17 January 2008 (or such later time and/or dateas Merrill Lynch (on behalf of itself and the other Manager) and the Company mayagree). If the conditions in the Placing Agreement are not satisfied or waived inaccordance with the Placing Agreement within the stated time periods (or suchlater time and/or date as the Company and Merrill Lynch (on behalf of theMangers) may agree), or the Placing Agreement is terminated in accordance withits terms, the Placing will lapse and the Placee's rights and obligations shallcease and terminate at such time and each Placee agrees that no claim can bemade by or on behalf of the Placee (or any person on whose behalf the Placee isacting) in respect thereof. By participating in the Bookbuilding, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andunder "Termination of the Placing" below and will not be capable of rescissionor termination by it. Merrill Lynch (on behalf of itself and the other Manager) may waive complianceby the Company, or extend the time and/or date for fulfilment by the Company,with the whole or any part of any of the Company's obligations in relation tothe conditions in the Placing Agreement, save that certain conditions includingthe condition relating to Admission referred to in paragraph (a) above may notbe waived. Any such extension or waiver will not affect Placees' commitments asset out in this Appendix. None of the Managers nor any of their Affiliates nor the Company shall have anyliability to any Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in respect of any decision any of them may make as towhether or not to waive or to extend the time and/or date for the satisfactionof any condition to the Placing nor for any decision any of them may make as tothe satisfaction of any condition or in respect of the Placing generally. Termination of the Placing Merrill Lynch (on behalf of itself and the other Manager) may, at its absolutediscretion, by notice in writing to the Company, terminate the Placing Agreementat any time up to and including Admission if: (a) in the opinion of Merrill Lynch (on behalf of itself and the otherManager), acting in good faith, there has been any material adverse change(whether or not foreseeable at the date of the Placing Agreement) in, or anydevelopment reasonably likely to involve a prospective material adverse changein or affecting, the condition (financial, operational, legal or otherwise), orin the earnings, management, business affairs or business prospects of theGroup, whether or not arising in the ordinary course of business, since the dateof the Placing Agreement; or (b) in the opinion of Merrill Lynch (on behalf of itself and the otherManager), acting in good faith, there has been a breach by the Company of any ofthe representations, warranties or undertakings respectively contained in orgiven pursuant to the Placing Agreement or any other provision of the PlacingAgreement; or (c) the Managers shall become aware that any of the representations, warrantiesor undertakings given by the Company under the Placing Agreement is, or ifrepeated at any time up to and including Admission (by reference to the factsand circumstances then existing) would be, untrue, inaccurate, incorrect ormisleading; or (d) there shall have occurred, in the opinion of Merrill Lynch (on behalf ofitself and the other Manager), acting in good faith, since the date of thePlacing Agreement: (i) any material adverse change in the financial markets in the UnitedStates, the United Kingdom, the United Arab Emirates or the internationalfinancial markets, any outbreak of hostilities or escalation thereof, any act ofterrorism, war or other calamity or crisis or any change or developmentinvolving a prospective change in national or international political, financialor economic conditions, or currency exchange rates; (ii) trading in any securities of the Company has been suspended orlimited by the London Stock Exchange or the Dubai International FinancialExchange ("DIFX") on any exchange or over-the-counter market, or if tradinggenerally on the American Stock Exchange, the New York Stock Exchange, theNASDAQ National Market, the London Stock Exchange or the DIFX has been suspendedor limited, or minimum or maximum prices for trading have been fixed, or maximumranges for prices have been required, by any of said exchanges or by such systemor by order of the US Securities and Exchange Commission, the NationalAssociation of Securities Dealers, Inc. or any other governmental authority, ora material disruption has occurred in commercial banking or securitiessettlement or clearance services in the United States or in Europe; or (iii) a banking moratorium has been declared by United States, UnitedKingdom or New York authorities; or (iv) the application of the Company for Admission is withdrawn or refusedby the FSA or the London Stock Exchange; in each case the effect of which (either singly or together with any other eventreferred to in (d) above), in the judgement of Merrill Lynch, acting in goodfaith, on behalf of the Managers, is (i) such as would be likely to prejudicematerially the success of the offering and distribution of the Placing Shares,or (ii) is otherwise material in the context of the Placing, If the Placing Agreement is terminated in accordance with its terms, the rightsand obligations of each Placee in respect of the Placing as described in thisannouncement (including this Appendix) shall cease and terminate at such timeand no claim can be made by any Placee in respect thereof. By participating in the Placing, each Placee agrees with the Company and theManagers that the exercise by the Company or Merrill Lynch (on behalf of itselfand the other Manager) of any right of termination or any other right or otherdiscretion under the Placing Agreement shall be within the absolute discretionof the Company or the Managers (as the case may be) and that neither the Companynor the Managers need make any reference to such Placee and that neither theCompany, the Managers nor any of their respective Affiliates shall have anyliability to such Placee (or to any other person whether acting on behalf of aPlacee or otherwise) whatsoever in connection with any such exercise. By participating in the Placing, each Placee agrees that its rights andobligations terminate only in the circumstances described above and will not becapable of rescission or termination by it after the time its bid is submittedto the relevant Manager. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any personacting on such Placee's behalf) represents, warrants, acknowledges and agreesthat: 1. it has read this announcement (including this Appendix) in its entiretyand that its purchase of the Placing Shares is subject to and based upon all theterms, conditions, representations, warranties, acknowledgements, agreements andundertakings and other information contained herein; 2. it has not received a prospectus or other offering document in connectionwith the Placing and acknowledges that no prospectus or other offering documenthas been prepared in connection with the Placing; 3. if the Placing Shares were offered to it in the United States, itrepresents and warrants that in making its investment decision, (i) it hasconsulted its own independent advisers or otherwise has satisfied itselfconcerning, without limitation, the effects of United States federal, state andlocal income tax laws and foreign tax laws generally and the US EmployeeRetirement Income Security Act of 1974, the US Investment Company Act of 1940and the Securities Act, (ii) it has received all information (including thebusiness, financial condition, prospects, creditworthiness, status and affairsof the Company, the Placing and the Placing Shares, as well as the opportunityto ask questions) concerning the Company, the Placing and the Placing Sharesthat it believes is necessary or appropriate in order to make an investmentdecision in respect of the Company and the Placing Shares and (iii) it is awareand understands that an investment in the Placing Shares involves a considerabledegree of risk and no US federal or state or non-US agency has made any findingor determination as to the fairness for investment or any recommendation orendorsement of the Placing Shares; 4. it acknowledges (i) that the Ordinary Shares of the Company are listed onthe London Stock Exchange and that global depositary receipts representing theOrdinary Shares of the Company are listed on the DIFX (together with the LondonStock Exchange, the "Exchanges"), (ii) that the Company is therefore required topublish certain business and financial information in accordance with the rulesand practices of the Exchanges (the "Exchange Information") which includes adescription of the Company's business and the Company's financial information,including balance sheets and income statements, and (iii) that it is able toobtain or access the Exchange Information, which constitutes Publicly AvailableInformation, and (iv) that it has access to the publicly available informationabout APM, which constitutes Publicly Available Information. 5. (i) it has made its own assessment of the Company, the Placing Shares andthe terms of the Placing based on Publicly Available Information, (ii) neitherof the Managers, their respective Affiliates or the Company has made anyrepresentation to it, express or implied, with respect to the Company, thePlacing or the Placing Shares or the accuracy, completeness or adequacy of thePublicly Available Information, (iii) it may not rely, and has not relied, onany investigation that any of the Managers, or any person acting on its or theirbehalf may have conducted with respect to the Placing Shares or the Company, and(iv) it has made its own investigation of the business, financial and otherposition of the Company and the terms of the Placing, satisfied itself that theinformation is still current and relied on that investigation for the purposesof its decision to participate in the Placing; 6. the content of this announcement is exclusively the responsibility of theCompany and that neither of the Managers nor any person acting on their behalfis responsible for or has or shall have any liability for any information orrepresentation relating to the Company or APM or the acquisition of APMcontained in this announcement or the Publicly Available Information nor will beliable for any Placee's decision to participate in the Placing based on anyinformation, representation, warranty or statement contained in thisannouncement, the Publicly Available Information or otherwise. Nothing in thisAppendix shall exclude any liability of any person for fraudulentmisrepresentation; 7. it is not, and at the time the Placing Shares are acquired will not be, aresident of Canada, Australia or Japan, and each of it and the beneficial ownerof the Placing Shares is, and at the time the Placing Shares are acquired willbe, (i) not in the United States or (ii) a QIB, or (iii) acquiring the PlacingShares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 ofRegulation S under the Securities Act, and has such knowledge and experience infinancial and business matters as to be capable of evaluating the merits andrisks of an investment in the Placing Shares, is able to bear the economic riskof an investment in the Placing Shares, is able to sustain a complete loss ofthe investment in the Placing Shares and has no need for liquidity with respectto its investment in the Placing Shares and represents and, in the case of (ii)above, warrants that it is acquiring 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 is a QIB, for investment purposes and not with aview to any distribution or for resale in connection with, the distributionthereof in whole or in part, in the United States; 8. the Placing Shares have not been registered or otherwise qualified, andwill not be registered or otherwise qualified, for offer and sale nor will aprospectus be cleared in respect of any of the Placing Shares under thesecurities laws of the United States, Canada, Australia or Japan and, subject tocertain exceptions, may not be offered, sold, taken up, renounced or deliveredor transferred, directly or indirectly, within the United States, Canada,Australia or Japan; 9. it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under thelaws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has capacity and authority and is entitled to enter into and perform itsobligations as an acquirer of Placing Shares and will honour such obligations;and (iv) has obtained all necessary consents and authorities (including, withoutlimitation, in the case of a person acting on behalf of a Placee, all necessaryconsents and authorities to agree to the terms set out or referred to in thisAppendix) under those laws or otherwise and complied with all necessaryformalities; 10. the Placing Shares have not and will not be registered under theSecurities Act, or under the securities laws of any state of the United States,and are being offered and sold on behalf of the Company in offshore transactions(as defined in Regulation S under the Securities Act) and to QIBs in relianceupon Rule 144A or another exemption from the registration requirements under theSecurities Act; 11. the Placing Shares offered and sold in the United States are "restrictedsecurities" within the meaning of Rule 144(a)(3) under the Securities Act; 12. so long as the Placing Shares are "restricted securities" within themeaning of Rule 144(a)(3) under the Securities Act, it will not deposit thePlacing Shares into any depositary receipt facility maintained by any depositarybank in respect of the Company's Ordinary Shares; 13. it will not reoffer, sell, pledge or otherwise transfer the Placing Sharesexcept (i) in an offshore transaction in accordance with Regulation S under theSecurities Act; (ii) in the United States to QIBs that are not ERISA Entitiespursuant to Rule 144A under the Securities Act; (iii) pursuant to Rule 144 underthe Securities Act (if available) or (iv) pursuant to an effective registrationstatement under the Securities Act and that, in each such case, such offer,sale, pledge, or transfer will be made in accordance with any applicablesecurities laws of any state of the United States, and it agrees to notify anytransferee to whom it subsequently reoffers, resells, pledges or otherwisetransfers the Placing Shares of the foregoing restrictions on transfer; 14. if it is acquiring Placing Shares for the account of one or more QIBs, ithas full power to make the acknowledgements, representations and agreementsherein on behalf of each such account; 15. it 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 to acquire the Placing Shares for each managedaccount; 16. if it is a pension fund or investment company, its acquisition of PlacingShares is in full compliance with applicable laws and regulations; 17. no representation has been made as to the availability of Rule 144 underthe Securities Act or any other exemption under the Securities Act for thereoffer, resale, pledge or transfer of the Placing Shares; 18. participation in the Placing is on the basis that it is not and will notbe a client of either of the Managers and that the Managers have no duties orresponsibilities to a Placee for providing protections afforded to theirrespective clients or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement; 19. it will make payment to the Managers in accordance with the terms andconditions of this announcement on the due times and dates set out in thisannouncement, failing which the relevant Placing Shares may be placed withothers (or the Managers) on such terms as the Managers determine; 20. the person who it specifies for registration as holder of the PlacingShares will be (i) the Placee or (ii) a nominee of the Placee, as the case maybe. The Managers and the Company will not be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. It agrees to acquire Placing Shares pursuant to the Placing on thebasis that the Placing Shares will be allotted to a CREST stock account ofMerrill Lynch who will hold them as nominee on behalf of the Placee untilsettlement in accordance with its standing settlement instructions with it; 21. the allocation, allotment, issue and delivery to it, or the personspecified by it for registration as holder, of Placing Shares will not give riseto a stamp duty or stamp duty reserve tax liability under (or at a ratedetermined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986(depository receipts and clearance services) and that it is not participating inthe Placing as nominee or agent for any person or persons to whom theallocation, allotment, issue or delivery of Placing Shares would give rise tosuch a liability; 22. it and any person acting on its behalf falls within Article 19(5) and/or49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005, as amended, and undertakes that it will acquire, hold, manage and (ifapplicable) dispose of any Placing Shares that are allocated to it for thepurposes of its business only; 23. it has not offered or sold and will not offer or sell any Placing Sharesto persons in the United Kingdom prior to Admission 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 section 85(1)of the FSMA; 24. it is a qualified investor as defined in section 86(7) of FSMA, being aperson falling within Article 2.1(e)(i), (ii) or (iii) of the ProspectusDirective; 25. it has only communicated or caused to be communicated and it will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity (within the meaning of section 21 of the FSMA) relatingto Placing Shares in circumstances in which section 21(1) of the FSMA does notrequire approval of the communication by an authorised person; 26. it has complied and it will comply with all applicable provisions of theFSMA with respect to anything done by it or on its behalf in relation to thePlacing Shares in, from or otherwise involving the United Kingdom; 27. it has not offered or sold and will not offer or sell any Placing Sharesto persons in the EEA prior to Admission except to persons whose ordinaryactivities involve them acquiring, holding, managing or disposing of investments(as principal or agent) for the purpose of their business or otherwise incircumstances which have not resulted and which will not result in an offer tothe public in any member state of the EEA within the meaning of the ProspectusDirective (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 28. it has complied with its obligations in connection with money launderingand terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act2000, and the Money Laundering Regulations (2003) (the "Regulations") and, ifmaking payment 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; 29. the Company, the Managers and others will rely upon the truth and accuracyof the foregoing representations, warranties, acknowledgements and agreements; 30. the Placing Shares will be issued subject to the terms and conditions ofthis Appendix; and 31. this Appendix and all documents into which this Appendix is incorporatedby reference or otherwise validly forms a part will be governed by and construedin accordance with English law. All agreements to subscribe for and acquirePlacing Shares pursuant to the Bookbuilding and/or the Placing will be governedby English law and the English courts shall have exclusive jurisdiction inrelation thereto except that proceedings may be taken by the Company or theManagers in any jurisdiction in which the relevant Placee is incorporated or inwhich any of its securities have a quotation on a recognised stock exchange. By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf) agrees to indemnify and hold the Company and the Managersharmless from and against any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach of the representations, warranties, acknowledgements, agreements andundertakings in this Appendix and further agrees that the provisions of thisAppendix shall survive after completion of the Bookbuilding and / or thePlacing. Please also note that the agreement to allot and issue Placing Shares to Placees(or the persons for whom Placees are contracting as agent) free of stamp dutyand stamp duty reserve tax in the United Kingdom relates only to their allotmentand issue to Placees, or such persons as they nominate as their agents, directfrom the Company for the Placing Shares in question. Such agreement assumes thatthe Placing Shares are not being acquired in connection with arrangements toissue depositary receipts or to transfer the Placing Shares into a clearanceservice. If there were any such arrangements, or the settlement related to otherdealing in the Placing Shares, stamp duty or stamp duty reserve tax may bepayable, for which neither the Company nor the Managers would be responsible. Ifthis is the case, it would be sensible for Placees to take their own advice andthey should notify the relevant Manager accordingly. In addition, Placees shouldnote that they will be liable for any capital duty, stamp duty and all otherstamp, issue, securities, transfer, registration, documentary or other duties ortaxes (including any interest, fines or penalties relating thereto) payableoutside the United Kingdom by them or any other person on the acquisition bythem of any Placing Shares or the agreement by them to acquire any PlacingShares. The representations, warranties, acknowledgements and undertakings contained inthis Appendix are given to each of the Managers for themselves and on behalf ofthe Company and are irrevocable. The Managers are acting exclusively for the Company and no-one else in relationto the Bookbuilding and the Placing and will not be responsible to any person(including Placees) other than the Company for providing the protectionsafforded to their respective clients or for providing advice in relation to theBookbuilding or the Placing or in relation to the contents of this announcementor any other transaction, arrangement or matter referred to herein. Each Placee and any person acting on behalf of the Placee acknowledges thatneither of the Managers owes any fiduciary or other duties to any Placee inrespect of any representations, warranties or undertakings in the PlacingAgreement. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that each of the Managers may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so. When a Placee or any person acting on behalf of the Placee is dealing witheither of the Managers, any money held in an account with either Manager onbehalf of the Placee and/or any person acting on behalf of the Placee will notbe treated as client money within the meaning of the relevant rules andregulations of the FSA which therefore will not require the Managers tosegregate such money, as that money will be held by it under a bankingrelationship and not as trustee. 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. Therelevant Manager will notify Placees and any persons acting on behalf of thePlacees of any changes. DEFINITIONS In this announcement: "Admission" means the admission of the Placing Shares to the Official List inaccordance with the Listing Rules and the admission to trading of the PlacingShares on the London Stock Exchange's main market for listed securities; "Affiliate" means any holding company, subsidiary, branch or associatedundertaking (including, without limitation, joint venture partners) of a Managerfrom time to time or any subsidiary, branch or associated undertaking(including, without limitation, joint venture partners) of any such holdingcompany from time to time; "Board" means the Board of Directors of the Company or a duly authorisedcommittee thereof; "Bookbuilding" means the Bookbuilding procedure to be carried out by theManagers in connection with the Placing; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000, as amended; "Group" means the Company and its subsidiary undertakings and associates; "Hikma" or the "Company" means Hikma Pharmaceuticals PLC; "LIBOR" means The London Interbank Offered Rate; "Listing Rules" means the listing rules produced by the FSA under Part VI of theFSMA and forming part of the FSA's Handbook of rules and guidance, as from timeto time amended; "London Stock Exchange" means London Stock Exchange plc; "Managers" means Merrill Lynch International and Citigroup Global Markets U.K.Equity Limited; "Official List" means the list maintained by the FSA in accordance with section74(1) of the FSMA for the purposes of Part VI of the FSMA; "Ordinary Shares" means ordinary shares of 10 pence each in the capital of theCompany; "Placees" means persons (including individuals, funds or others) on whose behalfa commitment to acquire Placing Shares has been given and Placee means any oneof them; "Placing" means the placing of the Placing Shares by the Managers withinstitutional and other investors on behalf of the Company; "Placing Agreement" means the agreement dated 17 January 2008 between theCompany and the Managers in connection with the Placing; "Placing Price" means the price per Ordinary Share at which, subject to the dueexecution and delivery by the Company and the Managers of the Term Sheet, eachof the Managers will agree to procure Placees for the Placing Shares pursuant tothe Placing Agreement and the Term Sheet; "Placing Shares" means the Ordinary Shares which are to be issued pursuant tothe Placing; "Regulatory Information Service" means any of the regulatory informationservices included within the list maintained on the London Stock Exchange'swebsite; "Securities Act" means the US Securities Act of 1933, as amended; "Term Sheet" means a term sheet to be executed by the Company and the Managerssetting out, inter alia, the Placing Price and the number of Placing Shares,subject to the decision to do so following completion of the Bookbuilding; "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;and "United States" or "US" means the United States of America, its territories andpossessions, any State of the United States and the District of Columbia. -------------------------- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Hikma Pharmaceuticals