17th Nov 2005 07:02
Unite Group PLC17 November 2005 17 November 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN This press release does not represent an offer of securities for sale in theUnited States, and the securities may not be offered in the United States absentregistration or an exemption from registration. Members of the public are noteligible to take part in the Placing. This press release (including the termsand conditions in the appendix attached) is directed only at InvestmentProfessionals (as defined in article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order") or persons who fallwithin article 49(2)(a) to (d) ("high net worth companies, unincorporatedassociations, etc") of the Order. This announcement, the appendix and the termsand conditions set out in the appendix must not be acted on or relied on bypersons who are not either Investment Professionals or persons who fall withinarticle 49(2)(a) to (d) of the Order. The UNITE Group plc ("UNITE" or "Company") Placing to raise approximately £30 million to fund further business development Highlights • Placing of approximately 8.82 million new ordinary shares* to raise approximately £30 million in cash (representing 7.88% of issued share capital**) • Accelerating development roll-out o Potential for up to 1,000 additional beds to be delivered by the end of 2007 over and above current development plans at attractive margins • Strengthening pipeline o More strategic approach to land purchasing to deepen the development pipeline and capitalise on UNITE's proven planning and delivery skills • Flexibility to capitalise on other opportunities including selective acquisitions • Targeting further strong and sustainable growth in NAV per share o NAV per share enhancement expected from December 2007 Notes * The number of shares to be issued as stated in this announcement is indicativeand is calculated based on UNITE's closing share price of 340p and 112,027,740shares in issue on 16 November 2005. The actual number of shares to be issuedwill be determined by the bookbuilding process. ** The proportion of share capital to be issued as stated in this announcementis indicative and is calculated based on UNITE's closing share price of 340p and112,027,740 shares in issue on 16 November 2005. The actual proportion of sharecapital to be issued will be determined by the bookbuilding process. UNITE Chief Executive Nicholas Porter, said: "We have made significant progress in the development of our business andfunding model in recent years. Our core business remains robust and we have afinancing strategy in place to fund our proposed roll-out of new beds to the endof 2007. Our market is evolving rapidly and demand for our product remainshigh, buoyed by increasing student numbers. Given the strength of the marketand UNITE's increasingly competitive position we see a clear opportunity toachieve further strong and sustainable growth in NAV per share throughaccelerating our development plans and taking advantage of acquisition and otheropportunities as they present themselves. Today's placing, combined with ourcontinued effective use of gearing, will provide the additional capital to dothis and also provide a further degree of financial flexibility for the Group asit moves forward." Enquiries to: The UNITE Group plc + 44 (0)117 907 8100Nicholas Porter, Chief ExecutiveMark Allan, Chief Financial Officer UBS Investment Bank + 44 (0)20 7567 8000Adrian Haxby, Managing DirectorChristopher Smith, Managing Director,James Geary, Executive Director Redleaf Communications + 44 (0)207 955 1410Emma KaneWendy Timmons The UNITE Group plc operates a property investment and development company,providing design, project management and accommodation management services. Itspecialises in student residential accommodation. UNITE's shares are traded onthe London Stock Exchange where the company is listed in the Real Estate sector(LSE: UTG.L). UBS is acting for The UNITE Group plc in connection with the Placing and no oneelse and will not regard any other person as its client in relation to thePlacing and will not be responsible to anyone other than UNITE for providing theprotections afforded to its respective clients nor for providing advice inrelation to the Placing or any other matter referred to in this Announcement.Any prospective Placee is recommended to seek its own professional advice. Placing to raise approximately £30 million to fund further business development Background to the Placing Over the last three years we have made significant progress in the developmentof UNITE's business to the current position where we have 30,996 completed andmanaged bed spaces in our portfolio, with a further 8,642 bed spaces secured forfuture delivery. As at 30 June our portfolio was valued at £1.12 billion,generating a portfolio operating profit of £25.8 million in the six months tothat date, and net debt was £746 million. Adjusted fully diluted net assets pershare at the same date were 340p. During this period we have pursued an innovative funding strategy aimed atdiversifying our capital base. As a result we have supplemented ourshareholders' equity through a variety of structures, including selective assetdisposals and joint ventures. In addition to providing the necessary equityfinance on reasonable terms, this strategy has also had the benefits ofdemonstrating our development credentials and corroborating the value of ourinvestment assets from a third party perspective. As things stand today, we have an independent funding strategy in place for ourexisting development pipeline: 4,250 bed spaces for delivery in 2006 and 4,392bed spaces already secured for delivery in 2007 and 2008. Looking beyond, weare confident of our ability to finance from internally generated sources and byappropriate joint ventures and other similar structures our expected annualdelivery rate of between 4,000 and 5,000 beds per annum. This funding includesa recently completed £225 million borrowing facility provided by a syndicate oflending banks. The fundamentals of our market remain strong and the Board believes that it isnow appropriate to raise some additional equity funding by means of a placingfor the following reasons: 1. Demand for our product remains very buoyant and site availability isgenerally good. We have identified the potential for up to approximately 1,000further beds to be added to our current development programme at attractivemargins for delivery by the end of 2007; 2. We believe that there is a significant opportunity for UNITE to derivemore value for shareholders through the planning and development process byselectively acquiring land at an earlier stage in the development cycle. Thiswill enable us to deepen our development pipeline over time, improve thepredictability of future bed deliveries and enhance our development margin bycapturing the full planning gain, which our outstanding track record inobtaining consents indicates we are strongly placed to achieve; and 3. More generally the Board believes that a degree of increased financialflexibility is desirable to take advantage of selective acquisition andinvestment opportunities as they arise in the rapidly evolving market place forstudent accommodation. The Board remains absolutely focussed on the generation of shareholder valuethrough growth in the net assets per share of the Company and expects that thecombined effect of the placing and the investment of the proceeds as describedabove will be accretive to shareholders from December 2007. Current trading and future prospects UNITE currently operates approximately 31,000 bed spaces. Occupancy stands at94.0% of available rooms and the Group has reported strong like for like revenuegrowth of 7.2% into the current academic year, in line with management'sexpectations. Underpinned by strong market fundamentals, the Group is confidentof delivering continued rental growth in its investment portfolio in the comingyears. The Group also remains very active in the acquisition and development of newprojects to further grow its business. 4,677 new bed spaces were delivered intothe investment portfolio in Summer 2005 and, as at 31 October, a further 8,642bed spaces had already been secured for delivery between 2006 and 2008.Additionally, the pipeline of potential (but as yet unsecured) projectsdemonstrates the breadth of further opportunity available to the Group, withprospective developments totaling approximately 17,000 bed spaces being activelyexplored. Details of the Placing The Placing, by UBS as agent for UNITE, of approximately 8.82 million newordinary shares of 25 pence each ("New Ordinary Shares") is to raiseapproximately £30 million in cash representing 7.88 per cent of UNITE's issuedshare capital based on yesterday's closing price. The New Ordinary Shares willrank pari passu with existing issued shares, including the right to receive allfuture dividends. Application will be made for the New Ordinary Shares to beadmitted to the Official List maintained by the UK Listing Authority and to beadmitted to trading by the London Stock Exchange on its main market for listedsecurities. Admission of the New Ordinary Shares to the Official List isexpected to take place on 22 November 2005. Attention is drawn to the detailedterms and conditions of the Placing, annexed to this announcement. The final terms of the Placing will be determined in accordance with demand tobe solicited by UBS through an institutional book building process. In the lightof demand the Board reserves the right to increase or decrease the size of theplacing. The number of shares and proportion of share capital to be issued asstated in this announcement are indicative and are calculated based on UNITE'sclosing share price of 340p and 112,027,740 shares in issue on 16 November 2005.The actual number of shares and proportion of share capital to be issued will bedetermined by the bookbuilding process. TERMS & CONDITIONS APPENDIX THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN This announcement does not represent an offer of securities for sale in theUnited States, and the securities may not be offered in the United States absent registration or an exemption from registration. IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THEANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THEPURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER) ORARE PERSONS WHO FALL 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 ASRELEVANT PERSONS). THE ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THEANNOUNCEMENT AND THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE NEW ORDINARY SHARES THAT ARETHE SUBJECT OF THE PLACING (THE PLACING SHARES) REFERRED TO HEREIN HAVE NOT BEENAND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED(THE SECURITIES ACT) AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to subscribe for Placing Shares, will be deemed to haveread and understood the Announcement (including this Appendix) in its entiretyand to be making such offer on the terms and conditions, and to be providing therepresentations, warranties acknowledgements, and undertakings contained in thisAppendix. In particular each such Placee represents, warrants and acknowledgesthat it: 1. is a Relevant Person and undertakes that it will acquire, hold,manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; and 2. is outside the United States and is purchasing the Placing Shares forits own account or is purchasing the Placing Shares for an account with respectto which it exercises sole investment discretion and that it (and any suchaccount) is outside the United States, within the meaning of Regulation S underthe Securities Act; or if it is not outside the United States, is a qualifiedinstitutional buyer (QIB) as such term is defined in Rule 144A under theSecurities Act and has duly executed an investment letter in the form providedto it and has delivered the same to UBS Limited (UBS or the Bank). The Announcement and this Appendix do not constitute an offer to sell or issueor the solicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction including, without limitation, the United States, Canada, Australiaor Japan or any other jurisdiction in which such offer or solicitation is or maybe unlawful. This Announcement and the information contained herein is not forpublication or distribution, directly or indirectly, to persons in the UnitedStates, Canada, Australia, Japan 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 and may not be offered, sold ortransferred within the United States except pursuant to an exemption from, or aspart of a transaction not subject to, the registration requirements of theSecurities Act. Any offering to be made in the United States will be made to alimited number of QIBs in a transaction exempt from registration under theSecurities Act. The Placing Shares are being offered and issued outside theUnited States in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission or other regulatoryauthority, nor have the foregoing authorities endorsed the merits of thisoffering or the accuracy or adequacy of any offering materials. Anyrepresentation to the contrary is unlawful. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company or the Bank that would permit an offer of such PlacingShares or possession or distribution of this Announcement or any other offeringor publicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons to whose attention thisAnnouncement is drawn are required by the Company and the Bank to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares The Bank has entered into a placing agreement (the Placing Agreement) with theCompany whereby the Bank has, subject to the satisfaction of certain conditionsset out therein, undertaken to use its reasonable endeavours as agent of theCompany to seek to procure Placees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 25 penceper share in the capital of the Company (Ordinary Shares) including the right toreceive all dividends and other distributions declared, made or paid in respectof such Ordinary Shares after the date of issue of the Placing Shares. In this Appendix, unless the context otherwise requires, Placee means a person(including individuals, funds or others) on whose behalf a commitment to acquirePlacing Shares has been given. Application for listing and admission to trading Application will be made to the UK Listing Authority (the UKLA) for admission ofthe Placing Shares to the Official List of the UKLA (the Official List) and tothe London Stock Exchange plc (the London Stock Exchange) for admission totrading of the Placing Shares on the London Stock Exchange's market for listedsecurities (together Admission). It is expected that Admission will becomeeffective on 22 November 2005 and that dealings in the Placing Shares willcommence at that time. Bookbuild Commencing today the Bank will be conducting an accelerated bookbuilding process(the Bookbuilding Process) to determine demand for participation in the Placingby the Placees. This Appendix gives details of the terms and conditions of, andthe mechanics of participation in, the Placing. No commissions will be paid toPlacees or by Placees in respect of any Placing Shares. The Bank will be entitled to effect the Placing by such alternative method tothe Bookbuilding Process as it may, in its sole discretion, determine. To thefullest extent permissible by law, neither the Bank nor any of its affiliatesshall have any liability to Placees (or to any other person whether acting onbehalf of a Placee or otherwise). In particular, neither the Bank nor any of itsaffiliates shall have any liability in respect of its conduct of theBookbuilding Process or of such alternative method of effecting the Placing asthe Bank may determine Participation in, and Principal terms of, the Bookbuilding Process In participating in the Bookbuilding Process and the Placing Placees will bedeemed to have read and understood this Announcement (including this Appendix)in its entirety and to be participating and making an offer for Placing Shareson the terms and conditions, and to be providing the representations,warranties, acknowledgements and undertakings, contained in this Appendix.UNITE will make a further Announcement following the close of the BookbuildingProcess detailing the number of Placing Shares to be issued and the price atwhich the Placing Shares have been placed (the Pricing Announcement). UBS is arranging the Placing as an agent of the Company. The Bank and its respective affiliates are entitled to participate as principalin the Bookbuilding Process. The Bookbuilding Process will establish a single price (the Placing Price)payable to the Bank by all Placees. Any discount to the market price of theOrdinary Shares of the Company will be determined in accordance with the ListingRules as published by the UKLA pursuant to Part VI of the Financial Services andMarkets Act 2000 (FSMA) and the IPC guidelines. The Bookbuilding Process is expected to close no later than 4.30 p.m. Londontime on 17 November 2005, but may be closed earlier at the sole discretion ofthe Bank or extended following agreement between the Bank and the Company. TheBank may, at its sole discretion, accept bids that are received after theBookbuilding Process has closed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. Each Placee's allocation and the Placing Price will be confirmed to Placeesorally by the Bank following the close of the Bookbuilding Process, and a tradeconfirmation will be dispatched as soon as possible thereafter. The Bank's oralconfirmation to such Placee will constitute an irrevocable legally bindingcommitment upon such Placee to subscribe for the number of Placing Sharesallocated to it at the Placing Price on the terms and conditions set out in thisAppendix and in accordance with the Company's Memorandum and Articles ofAssociation. Each Placee's obligations will be owed to UNITE and to the Bank. The allotmentand issue of Placing Shares to the Placees by UNITE will be in consideration forthe transfer to UNITE of certain shares in a Jersey incorporated subsidiary ofUNITE (JerseyCo) by the Bank. Each Placee will also have an immediate,separate, irrevocable and binding obligation, owed to the Bank, to pay to it (oras it may direct) in cleared funds an amount equal to the product of the PlacingPrice and the amount of Placing Shares such Placee has agreed to subscribe for.The Bank will procure the allotment by UNITE of such Placing Shares to eachPlacee by effecting the necessary transfer to UNITE of shares in JerseyCocompany following each Placee's payment to the Bank of such amount. Any offering made in the United States will be to a limited number of QIBs in atransaction not involving any public offering. The Placing Shares will beoffered and sold outside the United States in accordance with the terms ofRegulation S under the Securities Act. All obligations under the Placing will be subject to fulfillment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The Bank's obligations under the Placing Agreement are conditional on, interalia: 1. none of the warranties set out in the Placing Agreement being untrue,inaccurate or misleading in any respect which is, in the sole opinion of UBSacting in good faith, material in the context of the Placing and/or Admission asat the date of the Placing Agreement or at the date of Admission; 2. the Company not being in breach of any of its obligations under thePlacing Agreement on or before the date of Admission in any respect which is, inthe sole opinion of UBS acting in good faith, material in the context of thePlacing; and 3. the execution of the pricing supplement to the Placing Agreement priorto 7.00 p.m. on 17 November 2005; 4. Admission occurring not later than 8.00 a.m. on 22 November 2005 (orsuch later date and/or time as UBS and the Company may agree). If (a) the conditions contained in the Placing Agreement are not satisfied or(to the extent permitted by the Placing Agreement) waived by the Bank within thestated time period (or such later time and/or date as the Company and the Bankmay agree), or (b) the Placing Agreement is terminated in the circumstancesspecified below, the Placing will lapse and the Placee's rights and obligationshereunder shall cease and determine at such time and each Placee agrees that noclaim can be made by the Placee in respect thereof. By participating in the Bookbuilding Process each Placee agrees that its rightsand obligations terminate only in the circumstances described above and will notbe capable of rescission or termination by it. The Bank may, at its discretion and upon such terms as it thinks fit, waivecompliance by UNITE with the whole or any part of any of UNITE's obligations inrelation to the conditions in the Placing Agreement. The Bank reserves theright to extend the time and/or date for fulfillment of any of the conditions inthe Placing Agreement. Any such extension or waiver will not affect Placees'commitments as set out in this Announcement. Neither the Bank nor the Company shall have any liability to any Placee (or toany other person whether acting on behalf of a Placee or otherwise) in respectof any decision it may make as to whether or not to waive or to extend the timeand/or date for the satisfaction of any condition to the Placing nor for anydecision they may make as to the satisfaction of any condition or in respect ofthe Placing generally. Right to terminate under the Placing Agreement The Bank in its absolute discretion may by notice to the Company at any time upto and including Admission, terminate the Placing Agreement if: 1. There shall have been a breach (by any party other than UBS) of any ofthe representations, warranties or undertakings contained in the PlacingAgreement or there has been a breach of any other provision of the PlacingAgreement or any of the warranties contained in the Placing Agreement is not orhas ceased to be, true, accurate and not misleading which UBS in its soleopinion, acting in good faith and (where UBS believes it is practicable to doso) having consulted with the Company, considers to be material in the contextof the Placing or dealing in the Placing Shares in the secondary market; 2. any statement contained in the this announcement and certain otherdocuments has become or been discovered to be untrue, inaccurate or misleadingwhich in the sole opinion of UBS, acting in good faith and (where UBS believesit is practicable to do so) having consulted with the Company, is material inthe context of the Placing or dealing in the Placing Shares in the secondarymarket; 3. (i) no member of the Company's group (the "Group") having, since 31December 2004, sustained any loss or interference with its business from fire,explosion, flood or other calamity, or from any labour dispute or court orgovernment action, order or decree; and (ii) since 31 December 2004 there havingnot been any change in the share capital or long-term debt of any member of theGroup or any change, or any development involving a prospective change, in oraffecting the management, financial position, shareholders' equity or results ofoperations of the Group, which in respect of any such event in the sole opinionof UBS acting in good faith and (where UBS believes it is practicable to do so)having consulted with the Company, is or will or may be materially adverse tothe Placing or dealing in the Placing Shares in the secondary market or whichmakes it impracticable to proceed with the Placing or the delivery of PlacingShares on the terms and in the manner contemplated in the Placing Agreement; 4. there having occurred, or in the sole opinion of UBS, acting in goodfaith and (where UBS believes it is practicable to do so) having consulted withthe Company, it being reasonably likely that there will occur: (i) anysuspension or material limitation in trading of securities generally on anystock exchange or trading facility or trading in any securities of the Companyon the London Stock Exchange or in any over-the-counter market; (ii) any generalbanking moratorium is declared in the United Kingdom or the United States; (iii)any change or development involving a prospective change in taxation affectingany member of the Group, the shares in UNITE or the transfer thereof; or (iv)any material disruption of settlement systems or commercial banking activitiesin the United Kingdom or the United States, which in any case, in the soleopinion of UBS, acting in good faith and (where UBS believes it is practicableto do so) having consulted with the Company, is or will or may be materiallyadverse to the Placing or dealing in the Placing Shares in the secondary marketor which makes it impracticable to proceed with the Placing or the delivery ofPlacing Shares on the terms and in the manner contemplated in the PlacingAgreement; 5. there having occurred or, in the sole opinion of UBS, acting in goodfaith and (where UBS believes it is practicable to do so) having consulted withthe Company it being reasonably likely that there will occur, any act ofterrorism, outbreak or escalation of hostilities, war, incident of terrorism,declaration of emergency or martial law or other calamity, crisis or event,change in national or international financial, monetary, economic, political ormarket conditions (including fluctuation in exchange rates or exchange controls)which in the sole opinion of UBS, acting in good faith and (where UBS believesit is practicable to do so) having consulted with the Company, is or will or maybe materially adverse to the Placing or dealing in the Placing Shares in thesecondary market or which makes it impracticable to proceed with the Placing orthe delivery of Placing Shares on the terms and in the manner contemplated inthe Placing Agreement; or 6. there shall have been, occurred, happened or come into effect any eventor omission which in the sole opinion of UBS and (where UBS believes it ispracticable to do so) having consulted with the Company is or will be or may bematerially adverse to the Placing or dealing in the Placing Shares in thesecondary market, or which makes it impracticable to proceed with the Placing orthe delivery of Placing Shares on the terms and in the manner contemplated inthe Placing Agreement. If the Bank's obligations under the Placing Agreement are terminated inaccordance with its terms the rights and obligations of each Placee in respectof the Placing as described in this Announcement (including this Appendix) shallcease and determine at such time and no claim can be made by any Placee inrespect thereof. By participating in the Placing each Placee agrees with the Bank that theexercise by the Bank of any right of termination or other discretion under thePlacing Agreement shall be within the absolute discretion of the Bank and thatthe Bank need not make any reference to such Placee and shall have no liabilitywhatsoever to the Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in connection with any such exercise. No Prospectus No offering document or prospectus has been or will be submitted to be approvedby the Financial Services Authority in relation to the Placing and Placees'commitments will be made solely on the basis of the information contained inthis Announcement (including this Appendix). Each Placee, by accepting aparticipation in the Placing, agrees that the content of this Announcement andthe Pricing Announcement is exclusively the responsibility of the Company andconfirms that it has neither received nor relied on any other information,representation, warranty, or statement made by or on behalf of the Bank or theCompany or any other person and neither the Bank nor the Company nor any otherperson will be liable for any Placee's decision to participate in the Placingbased on any other information, representation, warranty or statement which thePlacees may have obtained or received. Each Placee acknowledges and agrees thatit has relied on its own investigation of the business, financial or otherposition of the Company in accepting a participation in the Placing. Nothing inthis paragraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. The Bank reservesthe right to require settlement for and delivery of the Placing Shares toPlacees in such other means that it deems necessary if delivery or settlement isnot possible or practicable within the CREST system within the timetable set outin this Announcement or would not be consistent with the regulatory requirementsin the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to the Bank and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions which it has in place with theBank. It is expected that settlement will be on 22 November 2005 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of 2percentage points above the base rate of Barclays Bank Plc. If a Placee does not comply with these obligations, the Bank may sell any or allof the Placing Shares allotted to that Placee on such Placee's behalf and retainfrom the proceeds, for the Bank's account and benefit, an amount equal to theaggregate amount owed by the Placee plus any interest due. The relevant Placeewill, however, remain liable for any shortfall below the aggregate amount owedby it and may be required to bear any stamp duty or stamp duty reserve tax(together with any interest or penalties) which may arise upon the sale of suchPlacing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below and under current law and practice, be so registered free fromany liability to UK stamp duty or stamp duty reserve tax. Representations and Warranties By participating in the Bookbuilding Process each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcement (includingthis Appendix) in its entirety; 2. acknowledges that no offering document or prospectus has beenprepared in connection with the placing of the Placing Shares and represents andwarrants that it has not received a prospectus, or other offering document inconnection therewith; 3. acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that neither the Bank nor any person acting onits behalf has or shall have any liability for any information, representationor statement contained in this Announcement or any information previouslypublished by or on behalf of the Company and will not be liable for any Placee'sdecision to participate in the Placing based on any information, representationor statement contained in this Announcement or otherwise. Each Placee furtherrepresents, warrants and agrees that the only information on which it isentitled to rely and on which such Placee has relied in committing itself toacquire the Placing Shares is contained in this Announcement (subject to thePlacee making its own investigations and satisfying itself that the informationis still current) and any information previously published by the Company bynotification to a Regulatory Information Service, such information being allthat it deems necessary to make an investment decision in respect of the PlacingShares and that it has neither received nor relied on any other informationgiven or representations, warranties or statements made by the Banks theCompany and neither the Bank nor the Company will be liable for any Placee'sdecision to accept an invitation to participate in the Placing based on anyother information, representation, warranty or statement. Each Placee furtheracknowledges and agrees that it has relied on its own investigation of thebusiness, financial or other position of the Company in deciding to participatein the Placing; 4. acknowledges that neither the Bank nor any person acting on behalf ofit nor any of its respective affiliates has or shall have any liability for anypublicly available or filed information or any representation relating to theCompany, provided that nothing in this paragraph excludes the liability of anyperson for fraudulent misrepresentation made by that person; 5. represents and warrants that it is entitled to subscribe for and/orpurchase Placing Shares under the laws of all relevant jurisdictions which applyto it and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities; 6. represents and warrants that it is, or at the time the Placing Sharesare acquired that it will be, the beneficial owner of such Placing Shares, orthat the beneficial owner of such Placing Shares is not a resident of Australia,Canada or Japan; 7. acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of the United States, Australia,Canada or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 8. if the Placing Shares were offered to it in the United States,represents and warrants that in making its investment decision, (i) it hasrelied on its own examination of the Company and the terms of the Placing,including the merits and risks involved, (ii) it has made its own assessment ofthe Company, the Placing Shares and the terms of the Placing based on suchinformation as is publicly available, (iii) it has consulted its own independentadvisors or otherwise has satisfied itself concerning, without limitation, theeffects of United States federal, state and local income tax laws and foreigntax laws generally and the US Employee Retirement Income Security Act of 1974,the US Investment Company Act of 1940, as amended and the Securities Act and(iv) it has received all information that it believes is necessary orappropriate in order to make an investment decision in respect of the Companyand the Placing Shares; 9. acknowledges that the Placing Shares are being offered and sold to itin a transaction not involving any public offering in the United States withinthe meaning of the Securities Act, and represents and warrants that it is either(i) a QIB and it has duly executed an investment letter in the form provided toit by the Banks, or (ii) subscribing for the Placing Shares in an "offshoretransaction" in accordance with Regulation S under the Securities Act, and if itis a QIB, (i) it is subscribing for the Placing Shares for its own account, orfor one or more accounts as to each of which it exercises sole investmentdiscretion and each of which accounts is a QIB, for investment purposes, and notwith a view to any distribution or for resale in connection with thedistribution thereof, in whole or in part, in the United States and (ii) hassuch knowledge and experience in financial and business matters as to be capableof evaluating the merits and risks of its investment in the Placing Shares, andit and any accounts for which it is subscribing Placing Shares (i) are each ableto bear the economic risk of its or their investment in the Placing Shares, (ii)will not look to the above-mentioned names for all or part of any such loss orlosses it or they may suffer, (iii) are able to sustain a complete loss on itsor their investment in the Placing Shares, (iv) have no need for liquidity withrespect to its or their investment in the Placing Shares and (v) have no reasonto anticipate any change in its or their circumstances, financial or otherwise,which may cause or require any sale or distribution by it or them of all or anypart of the Placing Shares. 10. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or with any State or other jurisdiction ofthe United States, nor approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any otherUnited States regulatory authority, and agrees not to reoffer, resell, pledge orotherwise transfer the Placing Shares except (i) outside the United States inoffshore transactions in accordance with Regulation S under the Securities Act,(ii) in the United States to QIBs pursuant to Rule 144A under the SecuritiesAct, or (iii) pursuant to Rule 144 under the Securities Act, and in any case incompliance with all applicable laws; 11. acknowledges that where it is acquiring the Placing Shares for one ormore managed accounts, it represents and warrants that it is authorised inwriting by each managed account (i) to acquire the Placing Shares for eachmanaged account, and (ii) to execute and deliver an investment letter in theform provided to it by the Bank on behalf of each managed account. Each Placeeagrees to indemnify and hold the Company and the Bank harmless from any and allcosts, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach of the representations andwarranties in this paragraph 11. Each Placee agrees that the provisions of thisparagraph 11 shall survive the resale of the Placing Shares by or on behalf ofthe managed accounts; 12. acknowledges that no representation has been made as to theavailability of Rule 144 or any other exemption under the Securities Act for thereoffer, resale, pledge or transfer of the Placing Shares; 13. acknowledges and understands that the Placing Shares offered and soldin the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and represents and warrants on its own behalfand on behalf of any accounts for which it is acting that, so long as thePlacing Shares are "restricted securities", it will not deposit the PlacingShares into any unrestricted depositary facility established or maintained byany depositary bank in respect of the Ordinary Shares; 14. represents and warrants that the issue to it, or the person specifiedby it for registration as holder, of Placing Shares will not give rise to aliability under any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositary receipts and clearance services) and that the Placing Shares are notbeing acquired in connection with arrangements to transfer Placing Shares into aclearance system or to issue depositary receipts; 15. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003(the Regulations) and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 16. represents and warrants that it and any person acting on its behalfis a person falling within section 86(7) of FSMA, being a qualified investor,and Article 19 and/or 49 of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 and undertakes that it will acquire, hold,manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; 17. represents and warrants that it has not offered or sold and, prior tothe expiry of a period of six months from Admission, will not offer or sell anyPlacing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of the FSMA; 18. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 19. represents and warrants that it has complied and will comply with allapplicable provisions of FSMA with respect to anything done by it in relation tothe Placing Shares in, from or otherwise involving the United Kingdom; 20. represents and warrants that it and any person acting on its behalfis entitled to subscribe for the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to this participationin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 21. undertakes that it (and any person acting on its behalf) will makepayment for the Placing Shares allocated to it in accordance with thisAnnouncement (including this Appendix) on the due time and date set out herein,failing which the relevant Placing Shares may be placed with other subscribersor sold as the Bank may in its sole discretion determine and without liabilityto such Placee; 22. acknowledges that the Bank is not making any recommendations to it oradvising it regarding the suitability of any transactions it may enter into inconnection with the Placees and that participation in the Placing is on thebasis that it is not and will not be a client of the Bank and that the Bank doesnot have duties or responsibilities to it for providing the protections affordedto their clients or customers or for providing advice in relation to the Placingnor in respect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor for the exercise or performance of any ofits rights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 23. undertakes that the person who it specifies for registration asholder of the Placing Shares will be (i) itself or (ii) its nominee, as the casemay be. Neither the Bank nor the Company will be responsible for any liabilityto stamp duty or stamp duty reserve tax and any interest or penalties resultingfrom a failure to observe this requirement and it agrees to indemnify theCompany and the Bank in respect of the same. Each Placee and any person actingon behalf of such Placee agrees to participate in the Placing on the basis thatthe Placing Shares will be allotted to the CREST stock account of ApolloNominees Limited who will hold them as nominee on behalf of such Placee untilsettlement in accordance with its standing settlement instructions; 24. acknowledges that any agreements entered into by it pursuant to theseterms and conditions shall be governed by and construed in accordance with thelaws of England and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the Englishcourts as regards any claim, dispute or matter arising out of any such contract,except that enforcement proceedings in respect of the obligation to make paymentfor the Placing Shares (together with any interest chargeable thereon) may betaken by the Company or the Bank in any jurisdiction in which the relevantPlacee is incorporated or in which any of its securities have a quotation on arecognised stock exchange; 25. acknowledges that where a Placee or any person acting on its behalfis dealing with the Bank, any money held in an account with the Bank on behalfof the Placee and/or any person acting on behalf of the Placee will not betreated as client money within the meaning of the relevant rules and regulationsof the Financial Services Authority which therefore will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from the Bank's money in accordance with the client moneyrules and will be used by the Bank in the course of its own business; and thePlacee will rank only as a general creditor of the Bank; 26. agrees that the Company, the Bank and others will rely upon the truthand accuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to the Bank on their own behalf and on behalf ofthe Company and are irrevocable. 27. represents that it has not relied on any investigation that UBS orany person acting on its behalf may have conducted with respect to the PlacingShares or UNITE. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax and any interest or penalties depends on the settlementrelating only to an acquisition by it and/or such person direct from the Companyfor the Placing Shares in question. Such agreement assumes that the PlacingShares are not being acquired in connection with arrangements to transfer thePlacing Shares into a clearance service or to issue depositary receipts. Ifthere are any such arrangements, or the settlement related to any other dealingin the Placing Shares, stamp duty or stamp duty reserve tax may be payable, forwhich neither the Company nor the Bank will be responsible. If this is thecase, each Placee should seek its own advice and notify the Bank accordingly. In addition, Placees should note that they will be liable for any capital duty,stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on theacquisition by them of any Placing Shares or the agreement by them to acquireany Placing Shares. This Announcement has been issued by UNITE and is the sole responsibility ofUNITE. UBS is acting for UNITE in connection with the Placing and no one else and willnot regard any other person as its client in relation to the Placing and willnot be responsible to anyone other than UNITE for providing the protectionsafforded to its respective clients nor for providing advice in relation to thePlacing or any other matter referred to in this Announcement. Any prospectivePlacee is recommended to seek its own professional advice. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. All times and dates in this Announcement may be subject to amendment. The Bankshall notify the Placees of any changes. This Announcement includes "forward-looking statements". All statements otherthan statements of historical fact included in this Announcement, including,without limitation, those regarding the Company's financial position, businessstrategy, plans and objectives of management for future operations (includingdevelopment plans and objectives relating to the Company's products), areforward-looking statements. Such forward-looking statements involve known andunknown risks, uncertainties and other important factors that could cause actualresults to be materially different from future results, performance orachievements expressed or implied by such forward-looking statements. Suchforward-looking statements are based on numerous assumptions regarding theCompany's present and future business strategies and the environment in whichthe Company will operate in the future. You should not place undue reliance onforward-looking statements, which speak only as at the date of thisAnnouncement. The Company assumes no responsibility to update any of theforward-looking statements contained herein. Ends This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Unite