13th Dec 2007 07:02
Aricom PLC13 December 2007 Press Release 13 December 2007 ARICOM PLC ("Aricom" or "the Group") PLACING Aricom plc (LSE:ORE OREW), the Anglo-Russian developer of mineral resourcesannounces that, further to its announcement earlier this morning that it hasreached a conditional agreement to acquire 29.3% of Lapwing Limited, ("Lapwing")the Cypriot holding company that owns LLC Garinskoye Mining and MetallurgicalComplex which in turn is the holder of the Garinskoye Licence ("Acquisition"),it is launching a placing of 30 million ordinary shares by way of vendor placing(the "Placing"). In the event that the acquisition does not complete Aricomwill issue new ordinary shares to the placees pursuant to its existing shareauthorities. The Placing will take place at a fixed price of 75p per share with JPMorganCazenove Limited ("JPMorgan Cazenove") acting as Sole Bookrunner and CanaccordAdams Limited ("Canaccord") and JPMorgan Cazenove acting as Joint Lead-Managers(the "Managers"). The Managers have the ability to increase the size of thePlacing to 42.75 million shares (the "Placing Shares"). At a fixed price of 75pthe Placing of 30 million shares will generate proceeds before any expenses of£22.5 million. Aricom has underwritten the receipt of the funds by Olis, thelargest minority shareholder, by agreeing that if less than 30 million sharesare placed such shortfall will not be issued and Aricom will fund the differencebetween the proceeds obtained before any expenses and US$46.35 million out ofexisting cash resources. In addition, the remaining 0.52% shareholders in Lapwing (the "AdditionalShareholders") are entitled to receive the same terms as Olis for theirshareholdings and if they accept the Offer and if it becomes unconditional, theywill be entitled to receive the same proportion of their consideration in cash(by way of a pro-rata share of the placing proceeds or direct payment by Aricom)as Olis. The proposed Placing is conditional (inter alia) on the Placing Shares beingadmitted to the Official List of the United Kingdom Listing Authority and totrading on the Main Market of the London Stock Exchange plc (together "Admission"). The Placing is not conditional on the acquisition completing and in the eventthat the acquisition does not complete on Admission, the Placing will proceed asa cash placing. If the acquisition subsequently does complete, the proceeds willfund some or all of the cash consideration payable thereunder, failing which itwill be used for other value adding opportunities. Application will be made for the Placing Shares to be admitted to the OfficialList of the United Kingdom Listing Authority and to trading on the Main Marketof the London Stock Exchange plc which is expected to occur at 8.00 a.m. on 18December 2007. The Placing Shares will, when issued, rank pari passu with the then existingordinary shares including the rights to all dividends and other distributionsdeclared, made, or paid after the date of their issue. The Placing Shares canbe held through CREST. Under the placing agreement Aricom will undertake not to issue any additionalshares following Admission (save for those issued pursuant to the exercise ofWarrants, any shares issued to International Finance Corporation ("IFC")directly or pursuant to Warrants (under proposed arrangements with IFC whichhave been previously announced) and any shares issued pursuant to Aricom's shareoption schemes) during the period of 90 days from Admission without the priorwritten consent of the Managers who have agreed not to unreasonably withhold ordelay such consent. For further information: Aricom plc Jay Hambro, Chief Executive Tel: +44 (0) 20 7201 8939 www.aricom.plc.uk JPMorgan CazenoveIan Hannam / Patrick Magee / Joe Seifert Tel: +44 (0) 20 7588 2828 www.jpmorgancazenove.com Canaccord AdamsMike Jones / Robert Finlay / Chris Bowman Tel: (0) 20 7050 6500 www.canaccordadams.com Abchurch PR Charlie Jack / George Parker Tel: +44 (0) 20 7398 7700 www.abchurch-group.com JPMorgan Cazenove is acting as sole Bookrunner in connection with the Placing. JPMorgan Cazenove and Canaccord are acting as Managers in connection with thePlacing. The books will open with immediate effect. It is currently expectedthat the results of the Placing will be announced on 13 December 2007. Thetiming of the closing of the books and allocations may be amended at theabsolute discretion of the Managers. The Placing will take place in accordance with the terms and conditions set outin the Appendix to this announcement. As disclosed in the Prospectus of the Company dated 24 October 2007, the Companyis involved in two related legal proceedings in which LLC Aric "Geologiya" theunsuccessful bidder in the tender through which the Garinskoye Licence wasawarded seeks to void the grant of this licence to LLC Amur Mining (nowGarinskoye, a group subsidiary). In relation to the claim in the commercialcourt in Moscow a hearing of the case was held on 13 November 2007 at which allof the claimants claims in relation to that action were dismissed. However,prior to the judgment becoming effective, an appeal was lodged by the claimanton 10 December. The proposed Placing will be carried out at a fixed price and as an acceleratedbookbuild, and is not underwritten. The Placing will take place in accordancewith the terms and conditions set out in the Appendix to this announcement Application will be made to London Stock Exchange plc ("the Exchange") for thePlacing Shares to be admitted to the Official List of the United Kingdom ListingAuthority and to trading on the Main Market of the Exchange. Admission of thePlacing Shares is expected to take place on or around 8.00am on 18 December2007. The Placing Shares will be credited as fully paid and will rank equally inall respects with the existing ordinary shares of 0.1 pence each in the sharecapital of Aricom, including the right to receive all dividends and otherdistributions declared, made or paid after their date of issue. This announcement does not constitute an invitation to underwrite, subscribe foror otherwise acquire or dispose of any ordinary shares in the capital of Aricom("Aricom Securities"). Past performance is no guide to future performance andany investment decision to buy ordinary shares must be made solely on the basisof Publicly Available Information (as defined in the Appendix to thisAnnouncement). Persons needing advice should consult an independent financialadviser who specialises in advising in connection with shares and othersecurities. This announcement is not for publication or distribution, directly orindirectly, in or into the United States. This announcement is for informationonly and does not constitute an offer or invitation to acquire or dispose ofAricom Securities in the United States. The Aricom Securities have not been andwill not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. There will be no public offerof Aricom Securities in the United States, the United Kingdom or elsewhere. The distribution of this announcement and the offering or sale of the AricomSecurities in certain jurisdictions may be restricted by law. Further details inrelation to the securities laws in certain jurisdictions are set out in thisdocument and are under the heading "General" in the Appendix to thisannouncement. No action has been taken by Aricom, JPMorgan Cazenove or Canaccordthat would permit an offering of such securities or possession or distributionof this announcement or any other offering or publicity material relating tosuch securities in any jurisdiction where action for that purpose is required.Persons into whose possession this announcement comes are required by Aricom,JPMorgan Cazenove and Canaccord to inform themselves about and to observe anysuch restrictions. No representation or warranty, express or implied, is or will be made as to, orin relation to, and no responsibility or liability is or will be accepted byJPMorgan Cazenove or Canaccord or by any of their affiliates or agents as to orin relation to, the accuracy or completeness of this announcement, or any otherwritten or oral information made available to or publicly available to anyinterested party or its advisers and any liability therefore is hereby expresslydisclaimed. JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting forAricom in connection with the Placing and no one else and will not beresponsible to anyone other than Aricom for providing the protections affordedto clients of JPMorgan Cazenove nor for providing advice in relation to thePlacing. Canaccord, which is authorised and regulated by the FSA, is acting for Aricom inconnection with the Placing and no one else and will not be responsible toanyone other than Aricom for providing the protections afforded to clients ofCanaccord nor for providing advice in relation to the Placing. APPENDIX IMPORTANT INFORMATION ON THE PLACING FOR PLACEES 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 WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING ORDISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESSES AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISELAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ONOR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES ANOFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for ordinary shares in the capitalof the Company in Australia, Canada, Japan, South Africa, the United States orin any jurisdiction in which such offer or solicitation is unlawful and theinformation contained herein is not for publication or distribution, directly orindirectly, in or into Australia, Canada, Japan, South Africa, the United Statesor any jurisdiction in which such publication 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 or sold in theUnited States. There will be no public offer of the Placing Shares in theUnited States, the United Kingdom or elsewhere. The Placing Shares are beingoffered and sold outside the United States in reliance on Regulation S under theSecurities Act. The Placing Shares have not been approved by the US Securitiesand Exchange Commission, any state securities commission in the United States orany other regulatory authority, nor have the foregoing authorities passed uponor endorsed the merits of the Placing. Any representation to the contrary isunlawful. In addition, until 40 days after the commencement of the Placing, anyoffer or sale of the Placing Shares, in the United States by any dealer (whetheror not participating in the Placing) may violate the registration requirementsof the Securities Act. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. Further details inrelation to the securities laws in certain jurisdictions are set out in thisdocument. No action has been taken by the Company, JPMorgan Cazenove orCanaccord that would permit an offering of such Placing Shares, or possession ordistribution of this announcement or any other offering or publicity materialrelating to the Placing Shares in any jurisdiction where action for that purposeis required. Persons into whose possession this announcement comes are requiredby the Company, JPMorgan Cazenove and Canaccord to inform themselves about andto observe any such restrictions. Details of the Placing Agreement The Managers have entered into a placing agreement (the "Placing Agreement")with the Company whereby each of the Managers has, subject to the conditions setout therein, undertaken to use their reasonable endeavours as agent of theCompany to procure Placees to subscribe for the Placing Shares at a price of 75pence per share ("the Placing Price"). The Placing Shares will be credited as fully paid and will rank equally in allrespects with the existing issued ordinary shares of 0.1 pence each in thecapital of the Company including the right to receive all dividends and otherdistributions declared, made or paid in respect of such ordinary shares aftertheir date of issue. In this Appendix, unless the context otherwise requires, Placee or "you" means aRelevant Person (including individuals, funds or others) by whom or on whosebehalf a commitment to subscribe for Placing Shares has been, or is proposed tobe, given. The Managers are being paid a fee in connection with the Placing by the Company. Application for admission to trading Application will be made to the UK Listing Authority for admission of thePlacing Shares to the Official List and to the Exchange for admission of thePlacing Shares to trading on the Main Market of the London Stock Exchange. Itis expected that admission will occur and dealings in the Placing Shares willcommence on 18 December 2007. Bookbuild Commencing today each of the Managers will be conducting an acceleratedbookbuilding process (the "Bookbuilding Process") for participation in thePlacing. This Appendix gives details of the terms and conditions of, and themechanics of participation in, the Bookbuilding Process. No commissions will bepaid to Placees or by Placees in respect of any Placing Shares. Principal terms of the Bookbuilding Process Each of JPMorgan Cazenove and Canaccord is arranging the Placing as an agent ofthe Company. Participation will only be available to persons invited to participate by eitherof the Managers. Each of the Managers is entitled to enter bids as principal inthe Bookbuilding Process. The Bookbuilding Process will establish the number ofPlacing Shares to be placed at the Placing Price. Subject to the BookbuildingProcess being completed the number of Placing Shares placed will be announced(the "Pricing Announcement") on the Regulatory News Service no later than 12noon on 14 December 2007. To enter a bid into the Bookbuilding Process, you should communicate your bid bytelephone to your usual sales contact at JPMorgan Cazenove or Canaccord. Yourbid should state the number of Placing Shares for which you wish to subscribefor the Placing Price. Each of the Managers reserves the right not to accept bids or to accept bids inpart rather than in whole. The acceptance of bids shall be at each of theManagers' absolute discretion. The Bookbuilding Process is expected to close no later than 12 noon on 14December 2007, but may be closed earlier at the sole discretion of the Managers.Each of the Managers may, at its sole discretion, accept bids that arereceived after the Bookbuilding Process has closed. If successful, your allocation will be confirmed to you orally following theclose of the Bookbuilding Process, and a contract note will be dispatched assoon as possible thereafter. The relevant Manager's oral confirmation to you,following completion of the Bookbuilding Process, will constitute a legallybinding commitment upon you to subscribe for the number of Placing Sharesallocated to you on the terms and conditions set out in this Appendix and inaccordance with the Company's Memorandum and Articles of Association,conditional upon Admission. The Pricing Announcement will detail the number ofPlacing Shares to be issued. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix, will be legally binding on the Placee by which, or on behalf ofwhich, it is made and will not be capable of variation or revocation after theclose of the Bookbuilding Process. Conditions of the Placing The Placing is conditional, inter alia, on: 1 the Placing Agreement becoming unconditional in allrespects and not having been terminated in accordance with its terms as set outbelow; and 2 Admission having become effective, by no later than 8.00 a.m. on 18 December 2007 (or such later time and/or dateas the Company, JPMorgan Cazenove and Canaccord may agree being no later than8.00am on 21 December 2007). If (a), the conditions above are not satisfied orwaived by both Managers within the stated time period or (b), the PlacingAgreement is terminated in accordance with its terms, the Placing will lapse andyour rights and obligations hereunder shall cease and determine at such time andno claim can be made by you in respect thereof. By participating in the Bookbuilding Process you agree that your rights andobligations hereunder are conditional upon the Placing Agreement becomingunconditional and not being terminated and will terminate only in thecircumstances described above and will not be capable of rescission ortermination by you. The Managers reserve the right (with the agreement of theCompany) to waive or to extend the time and /or date for fulfilment of any ofthe conditions in the Placing Agreement. Any such extension or waiver will notaffect Placees' commitments. Neither of the Managers shall have any liabilityto any Placee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision it may make as to whether or not to waiveor to extend the time and/or date for the satisfaction of any condition in thePlacing Agreement or as to whether or not to terminate the Placing Agreement. Right to terminate under the Placing Agreement Either JPMorgan Cazenove or Canaccord may by notice in writing to the Companyprior to Admission terminate their obligations under the Placing Agreement,inter alia, if: 1 any statement contained in the Press Announcement and/or PlacingAnnouncement has become untrue, incorrect or misleading or a new matter hasarisen or a change has taken place which would, if the Press Announcement and/orPlacing Announcement was published at that time, constitute a material omissiontherefrom; or 2 any of the warranties and representations contained in thePlacing Agreement are not true and accurate or have become misleading in respectof a matter which, in the reasonable opinion of the relevant Manager, ismaterial in the context of the Placing or the Company fails to comply with itsobligations in the Placing Agreement which is material in the context of thePlacing; or 3 if there shall have occurred, in the opinion of either Manager(acting in good faith), a material adverse change in or affecting theoperations, properties, conditions (financial or other), trading position orprospects or results of operations or general affairs of the Company and itssubsidiaries taken as a whole; or 4 there has been, in the opinion of either Manager (acting in goodfaith) any change in national or international financial, political, economic orstock market conditions or any incident of terrorism, outbreak or escalation ofhostilities, war, declaration of martial law or any calamity or crisis or asuspension or material limitation in trading of securities generally on anystock exchange or any change in currency exchange rates or exchange controls ora disruption of settlement systems or a material disruption in commercialbanking as would, in the opinion of the relevant Manager (acting in good faith)be likely to prejudice the success of the Placing, By participating in the Bookbuilding Process you agree with the Managers thatthe exercise by JPMorgan Cazenove and Canaccord of any right of termination orother discretion under the Placing Agreement shall be within the absolutediscretion of JPMorgan Cazenove and Canaccord and that the Managers need make noreference to you and shall have no liability to you whatsoever in connectionwith any such exercise. No Prospectus No prospectus has been or will be submitted to be approved by any regulatoryauthority in any jurisdiction in relation to the Placing Shares, and thePlacees' commitments will be made solely on the basis of the informationcontained in this announcement, the Pricing Announcement, and any informationpublicly announced to a Regulatory Information Service by or on behalf of theCompany prior to the date of this announcement (together, the "PubliclyAvailable Information"). Each Placee, by accepting a participation in thePlacing, agrees that it has not relied on any other information, representation,warranty or statement made by or on behalf of either of the Managers or theCompany and neither of the Managers will be liable for any Placee's decision toaccept this invitation to participate in the Placing based on any otherinformation, representation, warranty or statement. Nothing in this paragraphshall exclude the liability of any person for fraudulent misrepresentation. Each Placee, by accepting a participation in the Placing, agrees that it hasneither received nor relied on any other information, representation, warrantyor statement made by or on behalf of either of the Managers or the Company andneither of the Managers will be liable for any Placee's decision to accept thisinvitation to participate in the Placing based on any other information,representation, warranty or statement. 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. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in deciding toparticipate in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Each of theManagers reserves the right to require settlement for and delivery of thePlacing Shares to Placees in such other means that it deems necessary ifdelivery or settlement is not possible within the CREST system within thetimetable set out in this announcement or would not be consistent with theregulatory requirements in the Placee's jurisdiction. If you are allocated any Placing Shares in the Bookbuilding Process you will besent a contract note. Settlement in the Placing Shares will be on deliveryversus payment on the date of Admission. Interest is chargeable daily onpayments to the extent that value is received after the due date at the rate of5 percentage points above prevailing LIBOR. If you do not comply with these obligations, the relevant Manager may sell yourPlacing Shares on your behalf and retain from the proceeds, for its own accountand benefit, an amount equal to the Placing Price plus any interest due. Youwill, however, remain liable for any shortfall below the Placing Price and youmay be required to bear any stamp duty or stamp duty reserve tax (together withany interest or penalties) which may arise upon any transaction in the PlacingShares. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the contract note is copied and delivered immediately to therelevant person within that organisation. Insofar as Placing Shares are registered in your name or that of your nominee orin the name of any person for whom you are contracting as agent or that of anominee for such person, such Placing Shares will, subject as provided below, beso registered free from any liability to UK stamp duty or stamp duty reservetax. You will not be entitled to receive any fee or commission in connectionwith the Placing. Representations and Warranties By participating in the Bookbuilding Process you (and any person acting on yourbehalf): 1 represent and warrant that you have read this announcement,that you are a Relevant Person and that in entering a bid in the BookbuildingProcess you acknowledge and accept that such bid is legally binding on you andany person on whose behalf you make the bid and will not be capable of variationor revocation after the close of the Bookbuilding Process; 2 represent and warrant that the only information upon whichyou have relied in committing yourself to subscribe for the Placing Shares isthat contained in this announcement and any information released to RegulatoryInformation Service for which the Managers accept no responsibility and confirmthat you have not relied on any other information, representation, warranty orstatement made by or on behalf of the Company or either of the Managers; 3 represent and warrant that you are not, or at the time thePlacing Shares are subscribed and purchased will not be, subscribing on behalfof a resident of the United States Australia, Canada, Japan or South Africa; 4 acknowledge that the Placing Shares have not been and willnot be registered under the securities legislation of Australia, Canada, Japan,South Africa or the United States and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within Australia, Canada, Japan, South Africa or the United States; 5 represent and warrant that you are entitled to subscribefor and/or purchase Placing Shares under the laws of all relevant jurisdictionswhich apply to you and that you have fully observed such laws and obtained allsuch governmental and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities and that you have nottaken any action or omitted to take any action which will or may result inCanaccord, JPMorgan Cazenove, the Company or any of their respective directors,officers, agents, employees or advisers acting in breach of the legal orregulatory requirements of any territory in connection with the Placing or yourapplication; 6 represent and warrant that the issue to you, or the personspecified by you for registration as holder, of Placing Shares will not giverise to a liability under any of sections 67 to 72 inclusive and 93 to 97inclusive of the Finance Act 1986 (depositary receipts and clearance services); 7 if you are in the UK, represent and warrant that you havecomplied with your obligations in connection with money laundering under theCriminal Justice Act 1993 and the Money Laundering Regulations (2003) (the "Regulations") and, if you are making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by you to verify theidentity of the third party as required by the Regulations; 8 represent and warrant that you fall within section 86(7) ofthe Financial Services and Markets Act 2000 ("FSMA"), being a qualifiedinvestor, and within Article 19 and/or 49 of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 and undertake that you will acquire,hold, manage or dispose of any the Placing Shares that are allocated to you forthe purposes of your business; 9 represent and warrant that you have not offered or soldand, prior to the expiry of a period of six months from the commencement oftrading of the Placing Shares will not offer or sell any Placing Shares topersons in the United Kingdom except to persons whose ordinary activitiesinvolve them in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of their business or otherwise incircumstances which have not resulted and which will not result in an offer tothe public in the United Kingdom within the meaning of Section 85(1) of FSMA,as amended; 10 represent and warrant that you have only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of FSMA) relating to the Placing Shares in circumstancesin which section 21(1) of FSMA does not require approval of the communication byan authorised person; 11 represent and warrant that you have complied and will complywith all applicable provisions of FSMA with respect to anything done by you inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 12 represent and warrant that you have all necessary capacity andhave obtained all necessary consents and authorities to enable you to commit tothis participation and to perform your obligations in relation thereto(including, without limitation, in the case of any person on whose behalf youare acting, all necessary consents and authorities to agree to the terms set outor referred to in this announcement); 13 undertake that you will pay for the Placing Shares acquired byyou in accordance with this announcement on the due time and date set outherein, failing which the relevant Placing Shares may be placed with othersubscribers at such price as each of the Managers determines; 14 acknowledge that participation in the Placing is on the basisthat, for the purposes of the Placing, you are not and will not be clients ofeither of the Managers and that neither of the Managers has duties orresponsibilities to you for providing the protections afforded to their clientsor for providing advice in relation to the Placing nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in thePlacing Agreement; 15 undertake that the person whom you specify for registration asholder of the Placing Shares will be (i) the Placee or (ii) a nominee of thePlacee, as the case may be. Neither of the Managers nor the Company will beresponsible for any liability to stamp duty or stamp duty reserve tax resultingfrom a failure to observe this requirement. Each Placee and any person actingon behalf of the Placee agrees to subscribe on the basis that the Placing Shareswill be allotted to the CREST stock account of either of the Managers who willhold them as nominee on behalf of the Placee until settlement in accordance withits standing settlement instructions; 16 acknowledge that time shall be of the essence as regardsobligations pursuant to this Appendix to the announcement; and 17 acknowledge that any agreements entered into by the Placeepursuant to these terms and conditions shall be governed by and construed inaccordance with the laws of England and you submit (on behalf of yourself and onbehalf of any Placee on whose behalf you are acting) to the exclusivejurisdiction of the English courts as regards any claim, dispute or matterarising out of any such contract. The Company, the Managers and others will rely upon the truth and accuracy ofthe foregoing representations, warranties and acknowledgements. The agreement to settle your subscription (and/or the subscription of a personfor whom you are contracting as agent) free of stamp duty and stamp duty reservetax depends on the settlement relating only to a subscription by you and/or suchperson direct from the Company for the Placing Shares in question. Suchagreement assumes that the Placing Shares are not being acquired in connectionwith arrangements to issue depositary receipts or to transfer the Placing Sharesinto a clearance service. If there were any such arrangements, or thesettlement related to other dealings in the Placing Shares, stamp duty or stampduty reserve tax may be payable, for which neither the Company nor either of theManagers will be responsible. If this were the case, you should take your ownadvice and notify the relevant Manager accordingly. General This Appendix and the announcement of which it forms part are not fordistribution directly or indirectly in or into the United States, Canada,Australia, Japan or South Africa. Neither this Appendix nor the announcement ofwhich it forms part constitutes an offer to sell or issue or the solicitation ofan offer to buy or acquire Ordinary Shares in the capital of the Company in anyjurisdiction in which such offer or solicitation is unlawful. This Appendix and the announcement of which it forms part have been issued bythe Company and are the sole responsibility of the Company. The Managers are acting for the Company and no one else in connection with thePlacing and will not be responsible to any other person for providing theprotections afforded to their respective clients nor for providing any advice inrelation to the Placing or any other matters referred to in this Appendix or theannouncement of which it forms part. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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