16th Feb 2007 07:01
Spice PLC16 February 2007 SPICE PLC Placing 16 February 2007 Spice is pleased to announce a conditional placing by KBC Peel Hunt of 4,000,000new Ordinary Shares at a price of 500 pence per new Ordinary Share withinstitutional and other investors to raise approximately £20 million(approximately £19.47 million after expenses). The Placing has beenunderwritten by KBC Peel Hunt. Key points • Conditional placing to raise £20 million at a price of 500 pence per share, £19.47 million net of expenses; • Placing expected to help improve market liquidity in the Company's shares; • Placing expected to have neutral effect on earnings per share (before amortisation of intangible fixed assets) in current and next financial years; • Net Placing proceeds will be used to reduce current levels of bank debt; • Enhanced bank facility headroom is expected to be used to fund other earnings enhancing acquisition opportunities as they arise; and • Admission to trading on AIM of the Placing Shares is expected to take place on 14 March 2007. Simon Rigby, Chief Executive Officer, commented: "We are pleased with the performance of Spice since our interim results were released. Each of our markets continues to grow and we consider that each of our businesses is well positioned within those markets. We are committed to increasing shareholder value and are pleased that thanks to our strong trading, and particularly cross selling, and as a result of our reduced marginal cost of debt, the Placing is expected to have a neutral effect on earnings per share (pre-amortisation of intangible fixed assets) in 2007 and 2008. We look forward to reporting our full year results in due course. We are committed to improving the liquidity of Spice shares for the benefit of all shareholders and consider that the Placing will help to improve the market liquidity in the Company's shares." For further information, please contact: Spice plc Tel: 0113 384 3838Simon Rigby, Chief Executive OfficerOliver Lightowlers, Group Finance DirectorCarl Chambers, Corporate Development Director KBC Peel Hunt Tel: 0207 418 8900Julian BluntNicholas Marren Financial Dynamics Tel: 020 7831 3113Billy CleggCaroline StewartJonathan Brill NOTES TO EDITORS Spice plc Spice is a support services business operating in the Commercial Services,Public Services and Utility Services sectors. The Group's operations werefounded in 1996 and have their origins in the electricity industry, though therange of activities has since been expanded into the water sector, nichetelecommunications services, the public sector, energy management and commercialfacilities management. Spice's businesses have a common theme of delivering andco-ordinating infrastructure services to customers, and the technologicalelement within the product mix has been built up significantly over the courseof the last three years. FORWARD LOOKING STATEMENTS This announcement contains forward-looking statements, including, withoutlimitation, statements containing the words "believes", "anticipates","expects", and similar expressions. Such forward-looking statements involveunknown risks, uncertainties and other factors which may cause the actualresults, financial condition, performance or achievements of the Company, orindustry results, to be materially different from any future results,performance or achievements expressed or implied by such forward-lookingstatements. Given these uncertainties, prospective investors are cautioned notto place any undue reliance on such forward-looking statements. The Companydisclaims any obligation to update any such forward-looking statements in thisannouncement to reflect future events or developments. SPICE PLC Placing 16 February 2007 1. Introduction The Company has today announced a conditional Placing of 4,000,000 new OrdinaryShares at 500p per Ordinary Share, to raise approximately £20 million beforeexpenses. The issue of the Placing Shares will represent an increase of 8.10 percent. in the issued ordinary share capital of the Company. The Placing is conditional on, inter alia, the approval of Shareholders who willtoday be sent a circular setting out details of the Placing and notice of anExtraordinary General Meeting, which has been convened for 10.00 a.m. on Tuesday13 March 2007. 2. Current trading and prospects We remain pleased with the overall performance of Spice since the half year end.Trading continues to be in line with our expectations with good underlyingvisibility of earnings and we remain confident of continued growth over theremainder of this financial year. We continue to be focused on converting cross selling opportunities intoearnings and have achieved a number of further successes since October 2006 inparticular from Inenco, within our Commercial Services Division. We expect to extend our regional geographic footprint within Public Services byacquisition and also to grow our presence within gas meter operations and thecommercial gas maintenance sector. Our Utility Services division continues to perform strongly. The recent contractwins and renewals with EDF Energy Networks have set a strong platform for futuregrowth and visibility of earnings within our Electricity business. Within ourWater business, economic and environmental drivers continue to prevail and wehave commenced meter installation pilots with Thames Water and Scottish Water.We have also recently been awarded a new two year meter installation contractfor Anglian Water as part of their 'Enhanced Extended Metering Project'. Each of our markets continues to grow and we consider that each of ourbusinesses is well positioned within those markets. We continue to look to thefuture with confidence. 3. Background to and reasons for the Placing The Directors believe that the Placing should improve the market liquidity inthe Company's shares and further believe that this will be of benefit toShareholders taken as a whole. Moreover, having regard to the continued progressin the current trading and prospects of the Company as referred to above, and inparticular the benefits of cross-selling, which are beginning to have a tangibleimpact on earnings coupled with the Placing's impact on the Company's marginalcost of debt, the Directors believe that, notwithstanding the additional shareswhich will be in issue following Admission, the Placing will have a neutraleffect on earnings per share (pre-amortisation of intangible fixed assets) inthe years to 30 April 2007 and 30 April 2008. Over the course of the past 17 months, the Group has principally used bank debtto fund the various acquisitions that have been completed. The margin payable onthe Group's bank debt is determined by the ratio of debt to EBITDA, using aratchet formula. Whilst the Group currently still has around £20 million ofunutilised committed bank facilities, as bank debt has increased in the past 17months, so has the margin payable on that debt. The Group intends to use the net placing proceeds to reduce its bank debt. In sodoing the Group will pay a lower margin on its remaining bank debt. Theresulting enhanced bank facility headroom is expected to be utilised to fundother acquisition opportunities as they arise. Details of the Placing The Company is proposing to raise approximately £20 million (£19.47 million, netof expenses) by the issue of 4,000,000 new Ordinary Shares at 500p per share.Pursuant to the terms of the Placing Agreement, KBC Peel Hunt has agreed toprocure subscribers for the Placing Shares at the Placing Price or to subscribeitself for any Placing Shares for which a subscriber is not found. The Placing Price represents a discount of approximately 1.96 per cent. to theclosing mid-market price of 510p per Ordinary Share on 15 February 2007, beingthe last dealing day prior to the publication of the circular sent toShareholders and release of this announcement. The Placing Shares will representapproximately 7.48 per cent. of the enlarged issued ordinary share capital ofthe Company immediately following Admission. The issue of the Placing Shares is conditional, inter alia, upon the passing ofthe Resolution set out in the Notice of Extraordinary General Meeting andAdmission. Application will be made to London Stock Exchange for the PlacingShares to be admitted to trading on AIM and it is anticipated that dealings inthe Placing Shares will commence on 14 March 2007. The Placing is conditional,inter alia, upon Admission becoming effective and the Placing Agreement becomingunconditional in all respects by no later than 08:00am on 14 March 2007 or suchlater date (being not later than 03:00pm on 31 March 2007) as the Company andKBC Peel Hunt may agree. The Placing Shares will be issued credited as fullypaid and will rank pari passu in all respects with the Existing Ordinary Sharesin the Company, including the right to receive all dividends and otherdistributions declared or paid thereon following Admission. Appendix 1 IMPORTANT INFORMATION FOR PLACEES IN THE UNITED KINGDOM ONLY 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 SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT') WHO HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENTPROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICESAND MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONSFALLING WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TOWHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERREDTO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. KBC Peel Hunt Ltd is authorized and regulated in the United Kingdom by theFinancial Services Authority and is advising Spice Plc and no-one else inconnection with the Placing and will not be responsible to any persons otherthan Spice Plc for providing the protections afforded to their clients or foradvising any other persons in relation to the Placing. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly, in or into the United States,Australia, Canada or Japan or any jurisdiction in which such publication ordistribution is unlawful (the "Excluded Territories" and any one of them an"Excluded Territory"). This announcement (including the terms and conditions set out herein) does notconstitute an offer of securities for sale in the United States or any of theother Excluded Territories and none of the Placing Shares have been or will be registered under the United States Securities Act of 1933, as amended (the"Securities Act") or under the securities laws of any state of the UnitedStates or qualified for distribution under any of the relevant securities lawsof Canada or Japan nor has any prospectus in relation to the Placing Sharesbeen lodged with or registered by the Australian Securities and InvestmentsCommission. The Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or any other ExcludedTerritories absent an applicable exemption, or to, or for the account orbenefit of, US persons (as such term is defined in Regulation S under theSecurities Act) or to any national, resident or citizen of any other ExcludedTerritory. The Placing Shares have not been approved or disapproved by the United StatesSecurities and Exchange Commission, any state securities commission in theUnited States or any other United States regulatory authority, nor have any ofthe foregoing authorities passed upon or endorsed the merits of the offer ofthe Placing Shares or the accuracy or adequacy of the Company's circular dated16 February 2007 or this announcement. Any representation to the contrary is acriminal offence in the United States. Unless otherwise defined in this Appendix 1, terms used in this Appendix shallhave the same meanings as those set out in Appendix 2. Terms and Conditions of the Placing If a Relevant Person chooses to participate in the Placing by making oraccepting an offer to acquire Placing Shares (each such Relevant Person beinghereinafter referred to as a 'Placee' and together as the 'Placees') it will bedeemed to have read and understood the announcement and its Appendices in theirentirety and to be making or accepting such offer on the terms and conditionsand to be providing the representations, warranties, confirmations and acknowledgements, contained in this Appendix. This announcement and this Appendix do not constitute an offer to sell or issueor a solicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates or any of the other Excluded Territories. Any purchase of or applicationfor shares under or in connection with the Placing should only be made on thebasis of information contained in this announcement. The distribution of this announcement and the Placing and issue of the PlacingShares in certain jurisdictions may be restricted by law. Persons to whoseattention this announcement has been drawn are required by the Company and KBCPeel Hunt to inform themselves about and to observe any such restrictions. Anyfailure to comply with these restrictions may constitute a violation of thesecurities laws of any such jurisdiction. Details of the Placing Agreement and the Placing To the best of the knowledge of the Directors, who have taken all reasonablecare to ensure that such is the case, the information contained in thisannouncement in respect of the Company is in accordance with the facts and makesno omission likely to affect the import of such information. The Directors ofthe Company, whose names, functions and business addresses are set out in thecircular sent to shareholders, accept responsibility for the informationcontained in this announcement, including individual and collectiveresponsibility for compliance with the AIM Rules. The Company has entered into a Placing Agreement with KBC Peel Hunt under whichKBC Peel Hunt will, as agent of the Company, procure Placees to subscribe (orfailing which itself subscribe) on the terms and subject to the conditions setout therein for the Placing Shares. The Placing Shares will, when issued and fully paid, rank pari passu in allrespects with the Existing Ordinary Shares of the Company, and will be issuedsubject to the memorandum and articles of association of the Company. Application for Listing and Admission to Trading Application will be made to the London Stock Exchange for admission of thePlacing Shares to trading on AIM. It is expected that Admission will take placeat 8.00 a.m. on 14 March 2007. Terms of the Placing This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. 1. KBC Peel Hunt will arrange the Placing as agent for and on behalf of the Company. Participation will only be available to persons invited to participate by KBC Peel Hunt. KBC Peel Hunt will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. 2. The price payable per Placing Share shall be the Placing Price. 3. A Placee's commitment to subscribe for a fixed number of Placing Shares will be agreed with and confirmed to it orally by KBC Peel Hunt (the 'Placing Commitment') and a written confirmation (a 'Confirmed Commitment Letter') will be dispatched as soon as possible thereafter. The Placing Commitment and the Confirmed Commitment Letter will set out the number of Placing Shares which are being placed with each Placee. The oral confirmation to the Placee by KBC Peel Hunt (the 'Oral Confirmation'), constitutes an irrevocable, legally binding contractual commitment on the part of the Placee to KBC Peel Hunt (as agent for the Company) to subscribe for the fixed number of Placing Shares allocated to such Placee on the terms and conditions set out in this Appendix and subject to the memorandum and articles of association of the Company. No commissions will be payable to Placees in respect of their Placing Commitments. A form of confirmation will be included with each Confirmed Commitment Letter and this should be completed and returned to Jamie Reynolds at KBC Peel Hunt by fax on +44 (0)20 7972 0112 by 3.00 p.m. on 16 February 2007. 4. The Placing Agreement contains customary warranties given by the Company in favour of KBC Peel Hunt and certain warranties in favour of Placees as to, amongst other matters: • the accuracy of the information supplied to Placees in connection with the Placing; • the sufficiency of the Company's working capital; • the adequacy of the verification exercise undertaken in respect of the Placing; and • the conduct of the Company's business since 30 April 2006. If the conditions set out in the Placing Agreement are not satisfied inaccordance with their terms or waived, or if KBC Peel Hunt exercises its rightto terminate the Placing Agreement in accordance with its terms (see furtherbelow under the heading 'Right to Terminate under the Placing Agreement'),Placees will not be entitled to any commissions, fees or expenses whatsoever. Conditions of the Placing The obligations of KBC Peel Hunt under the Placing Agreement are conditional, inter alia, on: 1. the passing of the resolution at the EGM (or any adjournment thereof); 2. the Placing Agreement not having been terminated in accordance with its terms; and 3. Admission becoming effective by no later than 8:00 a.m. on 14 March 2007 (or by such other date, being not later than 3:00 p.m. on 31 March 2007, as the Company and KBC Peel Hunt may in their discretion determine). If (a) the conditions set out in the Placing Agreement are not satisfied orwaived by KBC Peel Hunt by 8:00 a.m. on 14 March 2007 (or by such other date,being not later than 3:00 p.m. on 31 March 2007, as the Company and KBC PeelHunt may in their discretion determine) or (b) the Placing Agreement isterminated in the circumstances specified below, the Placing will lapse and therights and obligations of the Placees hereunder shall cease and determine atsuch time and no claim can be made by any Placee in respect thereof. In suchevent, all monies (if any) paid by the Placees to KBC Peel Hunt at such timeshall be returned to the Placees at their sole risk without any obligation onthe part of the Company or KBC Peel Hunt or any of their respective affiliatesto account to the Placees for any interest earned on such funds. By participating in the Placing, the Placee agrees that its Placing Commitmentshall be irrevocable and its obligations in respect thereof will not be capableof rescission or termination by the Placee in any circumstance and the Company'sand KBC Peel Hunt's rights and obligations (and therefore each Placee's PlacingCommitment) will terminate if the conditions to the Placing Agreement are notsatisfied in accordance with their terms or waived or if the Placing Agreementis terminated. The Placees acknowledge and agree that each of the Company and KBC Peel Hunt mayexercise its contractual rights to waive or to extend the time and/or date forfulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments. Neither KBC Peel Huntnor the Company shall have any liability to any Placee (or to any other personwhether acting on behalf of a Placee or otherwise) in respect of the exerciseof its contractual rights to waive or to extend the time and/or date for thesatisfaction of any condition in the Placing Agreement or in respect of thePlacing generally. Right to Terminate under the Placing Agreement KBC Peel Hunt will be entitled in its absolute discretion by notice to theCompany prior to Admission to terminate its obligations under the PlacingAgreement if amongst other things there shall occur prior to Admission anychange in national or international financial, economic, political, military ormarket conditions or other event which in the opinion of KBC Peel Hunt is likelymaterially and adversely to affect the financial or trading position orprospects of the Company or to have a materially prejudicial effect on thePlacing or make the success of the Placing doubtful or makes it impracticable orinadvisable to proceed with the Placing, or if before Admission: (i) anystatement in the Company's circular to shareholders being posted today inconnection with the Placing or in this announcement shall in the opinion of KBCPeel Hunt be discovered to be untrue, incorrect or misleading in any respectwhich KBC Peel Hunt considers to be material in the context of the Placing, or(ii) there shall occur in the opinion of KBC Peel Hunt a breach of any of thewarranties under the Placing Agreement or an event occurs on or after the dateof the Placing Agreement but before Admission which had it occurred before thatdate would have rendered any of such warranties untrue or incorrect in anyrespect and which in any case KBC Peel Hunt considers to be material in thecontext of the Placing. Each Placee agrees with KBC Peel Hunt that the exercise by KBC Peel Hunt of itsright of termination of the Placing Agreement, or any other discretion undersuch agreement, shall be within the absolute discretion of KBC Peel Hunt and that KBC Peel Hunt shall have no liability to any Placee whatsoever inconnection with any decision to exercise or not to exercise any such right ordiscretion. Commitments from Placees will be made solely on the basis of the informationcontained in this announcement and on a Placee's own investigations (if any) inconnection with the Company. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix)is exclusively the responsibility of the Company and confirms to KBC Peel Huntand the Company that it has not relied on any other information, representation, warranty or statement made by or on behalf of KBC Peel Hunt (ineach case, other than the amount of the relevant Placing participationcommunicated by KBC Peel Hunt in the Oral Confirmation) or the Company, andneither KBC Peel Hunt nor the Company will be liable for the decision of anyPlacee to accept an invitation to participate in the Placing based on any otherinformation, representation, warranty or statement which the Placee may haveobtained or received (regardless of whether or not such information,representation, warranty or statement was given or made by or on behalf of anysuch persons). Each Placee acknowledges to and agrees with KBC Peel Hunt, foritself and as agent for the Company, that except in relation to the informationin this announcement it has relied on its own investigation of the business,financial or other position of the Company in deciding to participate in thePlacing. Nothing in this paragraph shall exclude the liability of any personfor fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within CREST, subject to certain exceptions. KBC Peel Hunt reserves theright to require settlement for and delivery of such Placing Shares to the Placees in such other means that it deems necessary if delivery or settlement isnot possible within CREST within the timetable set out in this announcement orwould not be consistent with the regulatory requirements in the jurisdictions of such Placees. It is expected that settlement of the Placing will occur on 14 March 2007 (the'Settlement Date'). On that date each Placee must settle the full amount owedby it in respect of the Placing Shares allocated to it. KBC Peel Hunt may (after having consulted the Company) specify a later settlement date at itsabsolute discretion. Payment must be made in cleared funds. The paymentinstructions for settlement in CREST and settlement outside of CREST will be setout in the Confirmed Commitment Letter. The trade date in CREST of the PlacingShares settled therein is expected to be 13 March 2007. Interest will be charged daily, on the consideration due, in respect of paymentsnot received for value by the required time referred to above for every day (orpart thereof) after the Settlement Date at a rate per annum equal to 2 percentage points above the Barclays Bank plc base rate. If a Placee does notcomply with its obligations hereunder, KBC Peel Hunt may sell the PlacingShares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the aggregate value, at thePlacing Price, of the number of Placing Shares in such Placee's PlacingCommitment plus any interest due. The relevant Placee will, however, remainliable, inter alia, for any shortfall below such amount and it may be requiredto bear any stamp duty or stamp duty reserve tax (together with any interest orpenalties) that may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settlepayment for the Placing Shares and to comply with their other obligations underthis Appendix. If Placing Shares are to be delivered to a custodian or settlement agent of aPlacee, the relevant Placee should ensure that its Confirmed Commitment Letteris copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the name of a Placee or that of itsnominee or in the name of any person for whom the Placee is contracting asagent or that of a nominee for such person, such Placing Shares will, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties by Placees By participating in the Placing, each Placee (and any persons acting on its behalf) confirms, represents, warrants, undertakes and acknowledges to KBC Peel Hunt and the Company that: 1. it has read this announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix; 2. it will subscribe for the Placing Shares allocated to it in the Placing and pay for the same in accordance with the terms of this Appendix failing which the relevant Placing Shares may be placed with other subscribers or sold as KBC Peel Hunt, in its absolute discretion, determines and without liability to such Placee; 3. its obligations under the Placing are irrevocable and will not be capable of rescission or termination by the Placee in any circumstance and the Company's and KBC Peel Hunt's rights and obligations (and therefore each Placee's Placing Commitment) will terminate if the Placing Agreement fails to become unconditional or is terminated and that it understands that the Placing Agreement will only be capable of termination in the circumstances set out in the Placing Agreement and summarised in this Appendix; 4. it understands that the contents of this announcement are exclusively the responsibility of the Company and that neither KBC Peel Hunt nor any of its affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published in respect of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement; 5. it is entitled to subscribe for and purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental approvals and other guarantees and other consents which may be required thereunder and complied with all necessary formalities and the Placee has not taken any action which will or may result in KBC Peel Hunt or the Company or any of their respective directors, officers, employees, agents or advisers acting in breach of any law or regulatory requirement in any territory or jurisdiction in relation to its participation; 6. it has not relied on any representation or warranty in reaching its decision to accept its Placing Commitment, other than as included in this announcement (including this Appendix), and that accordingly it acknowledges that in subscribing for Placing Shares it will be relying solely on the information contained in this announcement and on its own investigations of the Company and that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this announcement and that neither of the Company nor KBC Peel Hunt or their respective directors, officers, agents, employees, advisers or any person acting on behalf of any of them or any persons responsible for this announcement or any part thereof shall have any responsibility or liability for any such other information, provided that nothing in this paragraph excludes the liabilities of any person for fraud; 7. it has complied with its obligations in connection with money laundering under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003, as amended (the 'Regulations') and the Financial Services Authority's Money Laundering Rules, to the extent applicable to it and, where relevant, its client and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 8. it is a term of its participation that, to ensure compliance with the Regulations, KBC Peel Hunt may, in its absolute discretion, require verification of a Placee's identity and any other person for whom it is subscribing for Placing Shares. Pending the provision to KBC Peel Hunt of evidence of identity, definitive certificates in respect of the Placing Shares or, where appropriate, delivery of the Placing Shares to the Placee in uncertificated form, may be retained or withheld at KBC Peel Hunt's absolute discretion. If within a reasonable time after a request for verification of identity KBC Peel Hunt has not received evidence satisfactory to it, it may in its absolute discretion, terminate such Placee's participation in which event the monies payable on acceptance of allotment will, if paid, be returned without interest to the account of the drawee bank or building society from which they were originally debited. No Placing Shares will be placed with such Placee if before Admission its acceptance of any Placing Shares is rejected pursuant to the Regulations; 9. it is a person at or to whom any communication that is a "financial promotion", as referred to in FSMA, may lawfully be issued, directed or otherwise communicated without the need for such communication to be approved, made or directed by an "authorised person" as referred to in FSMA; 10. it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of the Order (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 11. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom and will not sell or offer to sell the Placing Shares in a manner which will result in an offer to the public for the purposes of Article 2.1(d) of the Prospectus Directive (No. 2003/71/EC) or FSMA; 12. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; 13. it has all necessary capacity and authority, its obligations under the Placing are valid, binding and enforceable and it has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement); 14. KBC Peel Hunt is not making any recommendation to it or advising it with regard to the suitability of any transaction it may enter in connection with the Placing (including the Placing) and the Placee further acknowledges that participation in the Placing is on the basis that it is not and will not be a client or customer of KBC Peel Hunt or any affiliate thereof and that neither KBC Peel Hunt nor any of its affiliates has any duty or responsibility to it similar or comparable to the 'best execution', 'suitability' or 'risk warnings' rules of the Financial Services Authority or for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement whether as to their scope, adequacy or exercise by KBC Peel Hunt; 15. the exercise by KBC Peel Hunt of any rights or discretions under the Placing Agreement shall be within the absolute discretion of KBC Peel Hunt and KBC Peel Hunt need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and the Placee agrees that it has no rights against KBC Peel Hunt, the Company or any of their respective directors, officers, employees, agents and advisers under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999; 16. (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) a nominee of the Placee, (ii) neither KBC Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to subscribe on the basis that the Placing Shares will be allotted to the CREST stock account of KBC Peel Hunt who will hold them as nominee on its behalf until settlement in accordance with its standing settlement instructions; 17. any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract; 18. the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any other Excluded Territory and, subject to certain exceptions, may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or any other Excluded Territory or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of any other Excluded Territory and (unless the Placee is taking up Placing Shares pursuant to such an exception) (i) the Placee is not within the United States or any other Excluded Territory and it is not a US Person or a citizen of any other Excluded Territory, and it is not acting for any such national or resident nor is it applying for the benefit of any other overseas person, (ii) the Placee has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, or into any other Excluded Territory, (iii) the Placee is not taking up the Placing Shares for resale in or into the United States or any other Excluded Territory, and (iv) the Placee will not distribute any offering material, directly or indirectly, in or into the United States or any other Excluded Territory or to any persons resident in such countries. Terms and expressions used in this paragraph have the meanings given to them by Regulation S made under the Securities Act; 19. neither it nor its affiliates (as defined in Rule 501(b) of the US Securities Act) nor any person acting on its or their behalf have engaged in or will engage in any 'general solicitation or general advertising' (within the meaning of Regulation D under the US Securities Act) or 'directed selling efforts' (as defined in Regulation S under the US Securities Act) in connection with any offer or sale of the Placing Shares; 20. the issue to the Placee, or the person specified by such Placee for registration as holder of Placing Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (concerning depositary receipts and clearance services) and in the event of any breach of this warranty, the Placee agrees that neither the Company nor KBC Peel Hunt will have any liability to it or other persons in respect of such tax. The agreement to settle each Placee's subscription (and/or the subscription of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor KBC Peel Hunt will be responsible. If this is the case, the relevant Placee should take its own advice and notify KBC Peel Hunt accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares; 21. it irrevocably appoints any duly authorised officer or employee of KBC Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents, and to take such other action, on the Placee's behalf as may be reasonably necessary or appropriate to enable it to be registered as the holder of any of the Placing Shares comprised in its participation as indicated by it in the form of confirmation or otherwise in accordance with the terms of this Appendix; 22. KBC Peel Hunt may in it absolute discretion refuse or scale back a Placee's Placing Commitment by any amount as it deems fit; and 23. any monies of any Placee or any person acting on behalf of the Placee held or received by KBC Peel Hunt will not be subject to the protections conferred by the FSA's Client Money Rules. As a consequence, these monies will not be segregated from the monies of KBC Peel Hunt and may be used by KBC Peel Hunt in the course of its business, and the relevant Placee or any person acting on its behalf will therefore rank as a general creditor of KBC Peel Hunt. The confirmations, acknowledgements, undertakings, representations andwarranties referred to above are given to each of the Company and KBC Peel Huntand are irrevocable. The Company and KBC Peel Hunt will rely upon the truth and accuracy of the foregoing confirmations, acknowledgements, undertakings,representations and warranties. Appendix 2 The following definitions apply throughout this announcement, unless the contextotherwise requires: "Admission" the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules "AIM" the AIM market of London Stock Exchange "AIM Rules" the rules for AIM companies and their nominated advisers and brokers published by London Stock Exchange from time to time "Company" or "Spice" Spice plc "CREST" the system for paperless settlement of trades and holdings of uncertificated shares administered and operated by CRESTCo Limited "Directors" the directors of Spice or any duly authorised committee thereof "Existing Ordinary the 49,466,645 Ordinary Shares in issue at the dateShares" of this announcement "Extraordinary General the extraordinary general meeting of the Company,Meeting" or "EGM" notice of which is set out in the Company's circular to Shareholders dated 16 February 2007, and any adjournment thereof "Group" the Company, its subsidiaries and its subsidiary undertakings "KBC Peel Hunt" KBC Peel Hunt Ltd, the Company's nominated adviser and broker "London Stock London Stock Exchange plcExchange" "Ordinary Shares" the ordinary shares of 10 pence each in the share capital of Spice "Placing" the conditional placing by KBC Peel Hunt of the Placing Shares with institutional and other investors at the Placing Price pursuant to the terms of the Placing Agreement "Placing Agreement" the conditional agreement relating to the Placing made between KBC Peel Hunt and the Company "Placing Price" 500 pence per Placing Share "Placing Shares" the 4,000,000 new Ordinary Shares the subject of the Placing "Resolution" the special resolution to be proposed at the Extraordinary General Meeting "Shareholders" holders of Ordinary Shares "UK" or "United United Kingdom of Great Britain and NorthernKingdom" Ireland "United States" or the United States of America, its territories and"US" possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Spire Healthcare