18th Apr 2007 07:01
Brammer PLC18 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Brammer plc Placing of 4,795,000 new ordinary shares Introduction Brammer plc ("Brammer" or the "Company") today announces it is placing 4,795,000new ordinary shares of 20 pence each (the "Placing Shares") to institutionalinvestors (the "Placing") representing in aggregate approximately 9.9 per cent.of the issued share capital of Brammer The Placing is being conducted by Dresdner Kleinwort by way of an acceleratedbookbuild. The books will open with immediate effect and pricing andallocations are expected to be announced today, 18 April 2007 shortly after thebooks have closed. The Placing Shares will, when issued, rank pari passu in all respects with theexisting issued shares of Brammer. The full terms and conditions of the Placing are set out in the appendix to thispress release. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Background to and reasons for the Placing In the last 3 years, Brammer has been focused on growing its Pan Europeanindustrial services business. Revenues of the continuing industrial servicesbusiness have grown from £263 million in the year to 31 December 2003 to £314million in the year to 31 December 2006. Over the same period, profits beforetax, exceptionals, goodwill and amortisation of intangibles have almost doubled(2003 profits reported under UK GAAP). This growth has principally been driven by growth in the Company's key accountbusiness as well as bolt-on acquisitions in new and existing markets. TheCompany has identified that a significant opportunity exists to further enhancegrowth through accelerating the programme of bolt-on acquisitions. On 8 February 2007, Brammer announced the acquisition of 51% of the business ofthe Fin S.A. group ("Fin") and a commitment to acquire the remaining 49% between2010 and 2012. The consideration in respect of the first tranche was £4.9million cash, and is payable on completion. The consideration in respect of thesecond tranche of between £4.7 million and £14.1 million is to be paid between2010 and 2012 subject to performance. At the time of the announcement, the acquisition of Fin required antimonopolyclearance from the Polish authorities and the completion of the transaction wasconditional upon such clearance. Following changes to Polish competition law which come into force on 21 April2007, the Fin acquisition should no longer be treated as notifiable due to itssize. It is therefore anticipated that the current application for mergerclearance submitted in March 2007 will result in the discontinuation of theproceedings once the new regulations come into force. The transaction isexpected to complete shortly thereafter. The Fin business has 11 branches across Poland, 165 employees and generatedunaudited sales and EBITDA of £17.5 million and £1.6 million respectively in theyear to 31 December 2006. The acquisition of the Fin business gives Brammer aleading position in the provision of bearings and mechanical power transmissionin the strategically important and growing Polish industrials market and furtherenhances Brammer's key account and pan-European capabilities. Subsequent to the Fin acquisition, Brammer completed on 22 March 2007 theacquisition of 51% of the entire issued share capital of Rotate Limited ("Rotate"), a long established Dublin based bearings and mechanical powertransmission business. The remaining 49% will be acquired by Brammer in 2010under an earn-out mechanism. In addition, Brammer has developed a strongpipeline of further bolt-on acquisitions. Brammer is currently evaluating morethan eight further acquisition opportunities with four of these subject toletters of intent with a further signed letter of intent anticipated shortly. The aggregate initial consideration on the above transactions (including Fin andRotate) including acquired debt is approximately £13.5 million. The Boardcurrently expects that, subject to satisfactory due diligence and finalnegotiation, five of the pipeline transactions will be completed in the currentfinancial year. The purpose of the Placing is to finance these acquisitions. The Directors ofBrammer believe that the Placing will enhance the Company's capital base andprovide a sound financial platform for the future organic and acquisitive growthof the Company over the medium term. In the short term, the proceeds of the Placing will be used to reduce theCompany's borrowings. Current trading of Brammer On 27 February 2007, Brammer announced its results for the year ended 31December 2006. Key trading headlines included: • Revenue of £314 million, sales per working day growth of 10.8% • Profit before tax on ordinary activities before amortisation of intangibles and exceptionals of £12.0 million, with underlying profit before tax growth of 19% • Strong Q4 performance and positive momentum into 2007 Ian Fraser, Chief Executive said: "During 2006 we made good progress in increasing Brammer's market sharethroughout Europe. Our strategy remains unchanged and continues to producepositive results. Our scale, geographic coverage, and focus as a technicalspecialist on a core range of products, differentiates us from our competitorsand drives our successful European Key Account business. Our ultimate aim is tobe the supplier of choice for those customers wanting a consistent quality ofproduct and service, across the entire bearings, power transmission and fluidpower product range, anywhere in Europe." The Board confirms that trading has remained in line with their expectationssince this announcement. The Placing The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the existing ordinary shares of Brammer including theright to receive all dividends (including the final dividend of 4.2p for theyear ended 31 December 2006 payable on 9 July 2007) and other distributionsdeclared, made or paid after the date of issue. Ian Fraser and Paul Thwaite, Directors of the Company, are each proposing tosubscribe for Placing Shares at the Placing Price up to a value of £100,000. Application will be made to the UK Listing Authority and to the London StockExchange plc for the new ordinary shares, which will rank pari passu in allrespects with the existing ordinary shares in Brammer, to be admitted to theOfficial List maintained by the UK Listing Authority, and to be admitted totrading by the London Stock Exchange plc on its market for listed securities. Itis expected that such admissions will become effective at 8 a.m. on 23 April2007. Enquiries: Brammer plc 0161 902 5572 David Dunn, Chairman Ian Fraser, Chief Executive Paul Thwaite, Finance Director Citigate Dewe Rogerson 020 7638 9571 Martin Jackson Nicola Smith Dresdner Kleinwort - Corporate Broking 020 7623 8000 Chris Treneman Joe Thompson Dresdner Kleinwort - ECM Aline Burgmann This announcement has been issued by Brammer and is the sole responsibility ofBrammer. This announcement is for information purposes only and does notconstitute an offer to sell or issue any securities or a solicitation of anoffer to buy or acquire any securities or investment advice in any jurisdictionincluding, without limitation, the United Kingdom, the United Sates, Canada,Australia or Japan. The Placing Shares have not been and will not be registered under the USSecurities Act of 1933 and many not be offered or sold within the United Statesabsent registration or an exemption from registration. No public offering ofsecurities will be made in the United States. Dresdner Kleinwort Securities Limited, which is authorised and regulated by theFinancial Services Authority, is acting for Brammer and for no one else inconnection with the Placing and will not be responsible to anyone other thanBrammer for providing the protections afforded to customers of DresdnerKleinwort Securities Limited or for affording advice in relation to the Placingor any matters referred to herein. Neither this document nor any copy of it may be taken, transmitted ordistributed, directly or indirectly, in or into the United States, Canada,Australia or Japan or in any jurisdiction in which such transmission ordistribution is unlawful. Any failure to comply with this restriction mayconstitute a violation of US, Canadian, Australian or Japanese securities lawsor the securities laws of other states as the case may be. This announcement includes "forward-looking statements". All the statementsother than statements of historical facts included in this announcement,including, without limitation, those regarding Brammer's financial position,business strategy, plans and objectives of management for future operations(including development plans and objectives relating to Brammer's products andservices) are forward-looking statements. Such forward-looking statementsinvolve known and unknown risks, uncertainties and other important factors thatcould cause the actual results, performance or achievements of Brammer or thosemarkets and economies to be materially different from future results,performance or achievements expressed or implied by such forward-lookingstatements. Such forward-looking statements are based on numerous assumptionsregarding Brammer's present and future business strategies and the environmentin which Brammer will operate in the future and such assumptions may or may notprove to be correct. These forward-looking statements speak only as at the dateof this announcement. Brammer expressly disclaims any obligation (other thanpursuant to the Listing Rules of the UK Listing Authority) or undertaking todisseminate any updates or revisions to any forward-looking statements containedherein to reflect any change in Brammer's expectations with regard thereto orany change in events, conditions or circumstances on which any such statement isbased. ENDS TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISDOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN AREDIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT SECURITIES LIMITED ("DKIB") WHO ARE "INVESTMENT PROFESSIONALS" AS DESCRIBED IN ARTICLE 19 OR "HIGHNET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" AS DESCRIBED IN ARTICLE 49OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005(the "FPO") OR TO PERSONS WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALLSUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENTAND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BYPERSONS WHO ARE NOT RELEVANT PERSONS. THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACINGSHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION,OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"),WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICESAUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATEPURPOSE IS SOLELY TO INVEST IN SECURITIES. The Placing Shares have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the "Securities Act") or under thesecurities laws of any state or other jurisdiction of the United States and maynot be offered, sold, resold or delivered, directly or indirectly, in or intothe United States absent registration except pursuant to an exemption from or ina transaction not subject to the registration requirements of the SecuritiesAct. No public offering of the Placing Shares is being made in the UnitedStates. The Placing (as defined below) is being made outside the United Statesin offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the SecuritiesAct and may be made within the United States to institutional investors who arequalified institutional buyers within the meaning of Rule 144A under theSecurities Act ("QIBs") in transactions that are exempt from, or not subject to,the registration requirements under the Securities Act. This document (including the terms and conditions set out herein) does notconstitute an offer of securities for sale in the United States nor thesolicitation of an offer to buy any such securities, nor may securities beoffered or sold in the United States or any jurisdiction in which such offer orsolicitation is unlawful and the information contained herein is not forpublication or distribution to persons in the United States or any jurisdictionin which such publication or distribution is unlawful. Persons receiving thisdocument (including custodians, nominees and trustees) must not forward,distribute, mail or otherwise transmit it in or into the United States or usethe United States mails, directly or indirectly, in connection with the Placing. This document does not constitute an offer to sell or issue or a solicitation ofan offer to buy or subscribe for Placing Shares in any jurisdiction including,without limitation, Canada, Australia, Japan or any other jurisdiction in whichsuch offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction").This document and the information contained herein are not for publication ordistribution, directly or indirectly, to persons in a Prohibited Jurisdictionunless permitted pursuant to an exemption under the relevant local law orregulation or in any such jurisdiction. The distribution of this document, the Placing and/or issue of the PlacingShares in certain jurisdictions may be restricted by law and/or regulation. Noaction has been taken by Brammer plc ("the Company"), DKIB or Dresdner Bank AG,London Branch ("DBAG") or any of their respective Affiliates (as defined below)that would permit an offer of the Placing Shares or possession or distributionof this document or any other publicity material relating to such Placing Sharesin any jurisdiction where action for that purpose is required. Persons receivingthis document are required to inform themselves about and to observe any suchrestrictions. By participating in the Bookbuilding Process (as defined below), each person whois invited to and who chooses to participate in the Placing (a "Placee") bymaking an oral offer to take up Placing Shares is deemed to have read andunderstood this document in its entirety and to be providing therepresentations, warranties, undertakings and acknowledgements contained herein. Details of the Placing Agreement and the Placing Shares The Company has today entered into a placing agreement (the "Placing Agreement")with DKIB and DBAG, under which DKIB has, subject to the terms set out therein,agreed to use its reasonable endeavours, as agent of the Company, to procurePlacees for the Placing Shares (the "Placing"). DBAG has agreed that to theextent that DKIB does not procure Placees for the Placing Shares, DBAG shallitself subscribe for the Placing Shares, as principal. 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 20 penceeach in the capital of the Company, including the right to receive all dividendsand other distributions declared, made or paid in respect of such ordinaryshares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any pre-emption rights, encumbrance,lien or other security interest. The Company confirms that it is entitled toallot the Placing Shares pursuant to section 80 of the Companies Act 1985 asamended. Application for listing and admission to trading Application has been made to the FSA as the competent authority for listing foradmission of the Placing Shares to the Official List maintained by the FSA inaccordance with section 74(1) of FSMA for the purposes of part VI of FSMA 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 ("Admission"). It is expected that Admission will become effectiveand that dealings will commence on 23 April 2007 and in any event no later than7 May 2007. Bookbuild Commencing today, DKIB will be conducting an accelerated bookbuilding process(the "Bookbuilding Process") to determine demand for participation in thePlacing by Placees. This document gives details of the terms and conditions of,and the mechanics of participation in, the Placing. Participation in, and principal terms of, the Bookbuilding Process Each of DKIB and its respective Affiliates is entitled to participate as a placein the Bookbuilding Process. The Bookbuilding Process will establish a single price (the "Placing Price")payable to DKIB 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 IV of FSMA. The Bookbuilding Process is expected to close no later than 12.00 noon Londontime on 18, April 2007, but may be closed earlier at the sole discretion ofDKIB. A further announcement will be made following the close of theBookbuilding Process detailing the Placing Price at which the Placing Shares arebeing placed (the "Pricing Announcement"). DKIB may, at its sole discretion,accept bids that are received after the Bookbuilding Process has closed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis document and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A Placee who wishes to participate in the Bookbuilding Process shouldcommunicate its bid by telephone to the usual sales contact at DKIB. Ifsuccessful, DKIB will re-contact and confirm orally to Placees following theclose of the Bookbuilding Process the size of their respective allocations and atrade confirmation will be dispatched as soon as possible thereafter. DKIB'soral confirmation of the size of allocations and each Placee's oral commitmentsto accept the same will constitute a legally binding agreement pursuant to whicheach such Placee will be required to accept the number of Placing Sharesallocated to the Placee at the Placing Price set out in the Pricing Announcementand otherwise on the terms and subject to the conditions set out herein. DKIB reserves the right to scale back the number of Placing Shares to besubscribed by any Placee in the event of an oversubscription under the Placing.DKIB also reserves the right not to accept offers to subscribe for PlacingShares or to accept such offers in part rather than in whole. The acceptance ofoffers shall be at the absolute discretion of DKIB. DKIB shall be entitled toeffect the Placing by such alternative method to the Bookbuilding Process as itshall in its sole discretion determine. To the fullest extent permissible bylaw, neither DKIB any holding company thereof, nor any subsidiary, branch oraffiliate of DKIB (each an "Affiliate") shall have any liability to Placees (orto any other person whether acting on behalf of a Placee or otherwise). Inparticular, neither DKIB nor any Affiliate thereof shall have any liability inrespect of its conduct of the Bookbuilding Process or of such alternative methodof effecting the Placing as it may determine. No commissions will be paid toPlacees or by Placees in respect of any Placing Shares. Each Placee's obligations will be owed to the Company and to DKIB following theoral confirmation referred to above. Each Placee will also have an immediate,separate, irrevocable and binding obligation, owed to DKIB, to pay to DKIB (oras DKIB may direct) in cleared funds an amount equal to the product of thePlacing Price and the number of Placing Shares such Placee has agreed toacquire. The Company shall allot such Placing Shares to each Placee followingeach Placee's payment to DKIB of such amount. All obligations of DBAG and DKIB under the Placing will be subject to fulfilmentof the conditions 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 obligations of DKIB and DBAG under the Placing Agreement are conditional,inter alia, on: 1. Admission occurring by no later than 23 April 2007 (or suchother date as may be agreed between the Company and DKIB, not being later than 7May 2007); 2. the Company complying with its obligations under thePlacing Agreement to the extent they fall to be performed prior to Admissionincluding the delivery, on the day of (and prior to) Admission, to DKIB of acertificate confirming, inter alia, that none of the representations, warrantiesand undertakings given by the Company in the Placing Agreement has been breachedor is unfulfilled or was untrue, inaccurate or misleading when made or would bebreached or unfulfilled or be untrue, inaccurate or misleading were it to berepeated by reference to the facts subsisting on the date of Admission; and 3. the Company allotting prior to Admission, subject only toAdmission, the Placing Shares. If (a) the conditions above are not fulfilled or (to the extent permitted underthe Placing Agreement) waived by DKIB, or (b) the Placing Agreement isterminated in the circumstances specified below, the Placing will lapse and eachPlacee's rights and obligations hereunder shall cease and determine at such timeand no claim may be made by a Placee in respect thereof. DKIB shall not haveany liability to any Placee (or to any other person whether acting on behalf ofa Placee or otherwise) in respect of any decision it may make as to whether ornot to waive or to extend the time and/or date for the satisfaction of anycondition in the Placing Agreement or in respect of the Placing generally. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations hereunder terminate only in the circumstances described aboveand under 'Right to terminate under the Placing Agreement' below, and will notbe capable of rescission or termination by the Placee. DKIB shall not have any liability to any Placee (or to any other person whetheracting on behalf of a Placee or otherwise) in respect of any decision it maymake as to whether or not 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 DKIB may, at any time before Admission, terminate the Placing Agreement bygiving notice to the Company if: 1. in the opinion of DKIB, any of the warranties given by the Company inthe Placing Agreement are not true and accurate or have become misleading (orwould not be true and accurate or would be misleading if they were repeated atany time before Admission) by reference to the facts subsisting at the relevanttime when the notice referred to above is given; or 2. in the opinion of DKIB, the Company fails to comply with any of itsobligations under the Placing Agreement, a subscription agreement between theCompany, Brammer (Jersey) Limited and DKIB, and a put and call agreement betweenthe Company, Brammer (Jersey) Limited and DKIB; or 3. in the opinion of DKIB, there has been a material adverse change inthe financial or trading position or prospects of the Group (defined as theCompany and its subsidiary undertakings); or 4. in the absolute discretion of DKIB, there has been a change innational or international financial, political, economic or stock marketconditions (primary or secondary); an incident of terrorism, outbreak orescalation of hostilities, war, declaration of martial law or any other calamityor crisis; a suspension or material limitation in trading of securitiesgenerally on any stock exchange; any change in currency exchange rates orexchange controls or a disruption of settlement systems or a material disruptionin commercial banking as would be likely in the opinion of DKIB to prejudice thesuccess of the Placing. By participating in the Placing, each Placee agrees with DKIB that the exerciseby DKIB of any right of termination or other discretion under the PlacingAgreement shall be within the absolute discretion of DKIB and that DKIB need notmake any reference to the Placee in this regard and that, to the fullest extentpermitted by law, DKIB shall not have any liability whatsoever to the Placee inconnection with any such exercise. No Prospectus No offering document or prospectus has been or will be prepared in relation tothe Placing and the Placees' commitments will be made solely on the basis of theinformation contained in this document. Each Placee, by accepting aparticipation in the Placing, agrees that the content of this document isexclusively the responsibility of the Company and confirms to DKIB, DBAG and theCompany that it has neither received nor relied on any information,representation, warranty or statement made by or on behalf of DKIB (other thanthe amount of the relevant Placing participation in the oral confirmation givento Placees and the trade confirmation referred to below) DBAG, any of theirrespective Affiliates, any persons acting on their behalf or the Company andnone of DKIB or DBAG or any of their Affiliates or the Company will be liablefor the decision of any Placee 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). By participating in the Placing, each Placee acknowledges andagrees, to DKIB for itself and as agent for the Company and to DBAG that, exceptin relation to the information contained in this document, it has relied on itsown investigation of the business, financial or other position of the Company indeciding to participate in the Placing. Nothing in this paragraph shall excludethe liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, using the DVP mechanism, subject to certainexceptions. DKIB reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means that it deems necessary, ifdelivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this document or would not be consistent withthe regulatory requirements in 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 DKIB and settlementinstructions. Placees should settle against CREST ID: 318. It is expected thatsuch trade confirmation will be despatched on 18 April 2007 and that this willalso be the trade date. Each Placee agrees that it will do all things necessaryto ensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith DKIB. It is expected that settlement will be on 23 April 2007 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. Each Placee is deemed to agree that if it does not comply with theseobligations, DKIB may sell any or all of the Placing Shares allocated to thePlacee on such Placee's behalf and retain from the proceeds, for its own accountand profit, an amount equal to the aggregate amount owed by the Placee plus anyinterest due. The Placee will, however, remain liable for any shortfall belowthe aggregate amount owed by such Placee and it may be required to bear anystamp duty or stamp duty reserve tax (together with any interest or penalties)which may arise upon the sale of such Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent, thePlacee should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the Placee's name or that of itsnominee or in the name of any person for whom the Placee is contracting as agentor that of a nominee for such person, such Placing Shares will, subject asprovided below, be so registered free from any liability to PTM levy, stampduty or stamp duty reserve tax. If there are any circumstances in which anyother stamp duty or Stamp Duty Reserve Tax is payable in respect of the issue ofthe Placing Shares, neither DKIB, DBAG nor the Company shall be responsible forthe payment thereof. Placees will not be entitled to receive any fee orcommission in connection with the Placing. Representations and Warranties By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read and understood this documentin its entirety and acknowledges that its participation in the Placing will begoverned by the terms of this document; 2. acknowledges that no prospectus or other offering document has beenprepared in connection with the placing of the Placing Shares; 3. agrees to indemnify and hold the Company and DKIB harmless from any andall costs, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach of the representations,warranties, acknowledgements, agreements and undertakings in this document andfurther agrees that the provisions of this document shall survive aftercompletion of the Placing; 4. acknowledges that the ordinary shares of the Company with a nominalvalue of 20 pence each are listed on the Official List of the UK ListingAuthority, and the Company is therefore required to publish certain business andfinancial information in accordance with the rules and practices of the FSA(collectively, the "Exchange Information"), which includes a description of thenature of the Company's business and the Company's most recent balance sheet andprofit and loss account, and similar statements for preceding financial years,and that the Placee is able to obtain or access the Exchange Information withoutundue difficulty; 5. acknowledges that none of DKIB, any of its Affiliates nor any personacting on their behalf has provided, and will not provide it with any materialor information regarding the Placing Shares or the Company; nor has it requestedDKIB, any of its Affiliates or any person acting on behalf to provide it withany such material or information; 6. acknowledges that the content of this document is exclusively theresponsibility of the Company and that neither DKIB, DBAG nor any of theirrespective Affiliates nor any person acting on their behalf will be responsiblefor or shall have any liability for any information, representation or statementrelating to the Company contained in this document or any information previouslypublished by or on behalf of the Company and neither DKIB, DBAG nor any of theirrespective Affiliates nor any person acting on their behalf will be liable forany Placee's decision to participate in the Placing based on any information,representation or statement contained in this document or otherwise. EachPlacee further represents, warrants and agrees that the only information onwhich it is entitled to rely and on which such Placee has relied in committingto subscribe for the Placing Shares is contained in this document and anyinformation that is publicly available, including any Exchange Information, suchinformation being all that it deems necessary to make an investment decision inrespect of the Placing Shares and that it has relied on its own investigationwith respect to the Placing Shares and the Company in connection with itsdecision to subscribe for the Placing Shares and acknowledges that it is notrelying on any investigation that DKIB, DBAG, any of their respective Affiliatesor any person acting on their behalf may have conducted with respect to thePlacing Shares or the Company and none of such persons has made anyrepresentations to it, express or implied, with respect thereto; 7. acknowledges that it has not relied on any information relating to theCompany contained in any research reports prepared by DKIB, any of itsAffiliates or any person acting on DKIB's or any of its Affiliates' behalf andunderstands that (i) none of DKIB, any of its Affiliates nor any person actingon their behalf has or shall have any liability for public information or anyrepresentation; (ii) none of DKIB, any of its Affiliates nor any person actingon their behalf has or shall have any liability for any additional informationthat has otherwise been made available to such Placee, whether at the date ofpublication, the date of this document or otherwise; and that (iii) none ofDKIB, any of its Affiliates nor any person acting on their behalf makes anyrepresentation or warranty, express or implied, as to the truth, accuracy orcompleteness of such information, whether at the date of publication, the dateof this document or otherwise; 8. represents and warrants that (i) it is entitled to acquire PlacingShares under the laws and regulations of all relevant jurisdictions which applyto it; (ii) it has fully observed such laws and regulations and obtained allsuch governmental and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities; (iii) it has allnecessary capacity to commit to participation in the Placing and to perform itsobligations in relation thereto and will honour such obligations; (iv) it haspaid any issue, transfer or other taxes due in connection with its participationin any territory and (v) it has not taken any action which will or may result inthe Company, DBAG or DKIB, any of their Affiliates or any person acting on theirbehalf being in breach of the legal and/or regulatory requirements of anyterritory in connection with the Placing; 9. represents and warrants that the issue to the Placee, or the personspecified by the Placee for registration as holder, of Placing Shares will notgive rise to a liability under any of sections 67, 70, 93 or 96 of the FinanceAct 1986 (depositary receipts and clearance services) and that the PlacingShares are not being acquired in connection with arrangements to issuedepositary receipts or to issue or transfer Placing Shares into a clearancesystem; 10. represents and warrants that it understands that the Placing Shares havenot been and will not be registered under the Securities Act or under thesecurities laws of any state or other jurisdiction of the United States (asdefined below; 11. represents and warrants that unless it is "US Person" (within the meaningof Regulation S) that is a QIB in the United States to which the Placing Shareswill be offered on a private placement basis, it is, or at the time the PlacingShares are acquired, it will be, (a) the beneficial owner of such Placing Sharesand is neither a person located in the United States of America, its territoriesor possessions, any state of the United States or the District of Columbia (the"United States") nor on behalf of a person in the United States, (b) isacquiring the Placing Shares in an offshore transaction (as defined inRegulation S under the Securities Act) and (c) will not offer or sell, directlyor indirectly, any of the Placing Shares in the United States except inaccordance with Regulation S or pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act; 12. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept to qualified investors as defined in section 86(7) of FSMA, being personsfalling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 13. 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; 14. 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; 15. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the CriminalJustice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, theAnti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations(2003) (the "Regulations") and, if it is making payment on behalf of a thirdparty, that satisfactory evidence has been obtained and recorded by it to verifythe identity of the third party as required by the Regulations; 16. represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPOand undertakes that it will acquire, hold, manage or dispose of any PlacingShares that are allocated to it for the purposes of its business; 17. represents and warrants that it is a qualified investor as defined insection 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or(iii) of the Prospectus Directive; 18. undertakes that it (and any person acting on its behalf) will pay for thePlacing Shares acquired by it in accordance with this announcement on the duetime and date set out herein against delivery of such Placing Shares to it,failing which the relevant Placing Shares may be placed with other Placees orsold as DKIB may, in its absolute discretion, determine and it will remainliable for any shortfall below the net proceeds of such sale and the placingproceeds of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties due pursuant tothe terms set out or referred to in this document) which may arise upon the saleof such Placee's Placing Shares on its behalf; 19. acknowledges that neither DKIB, DBAG, any of their Affiliates nor anyperson acting on their behalf is making any recommendations to it or advising itregarding the suitability or merits of any transaction it may enter into inconnection with the Placing, and acknowledges that participation in the Placingis on the basis that it is not and will not be a client or customer of DKIB orDBAG or any of their respective Affiliates and that neither DKIB, DBAG, any oftheir respective Affiliates nor any person acting on their behalf has any dutiesor responsibilities to it for providing the protections afforded to theirclients or customers or for providing advice in relation to the Placing or inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement or for the exercise or performance of any ofDKIB's or DBAG's rights and obligations thereunder, including any right to waiveor vary any condition or exercise any termination right contained therein; 20. undertakes that (i) the person whom it specifies for registration asholder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee,as the case may be, (ii) neither DKIB, DBAG nor the Company will be responsiblefor any liability to stamp duty or stamp duty reserve tax resulting from afailure to observe this requirement and (iii) the Placee and any person actingon its behalf agrees to acquire the Placing Shares on the basis that the PlacingShares will be allotted to the CREST stock account of DKIB which will hold themas settlement agent as nominee for the Placees until settlement in accordancewith its standing settlement instructions with payment for the Placing Sharesbeing made simultaneously upon receipt of the Placing Shares in the Placee'sstock account on a delivery versus payment basis; 21. 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; 22. acknowledges that it irrevocably appoints any director of DKIB as itsagent for the purposes of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the Placing Shares agreed to be taken up by it under thePlacing; 23. represents and warrants that it is not a resident of any ProhibitedJurisdiction and acknowledges that the Placing Shares have not been and will notbe registered nor will a prospectus be cleared in respect of the Placing Sharesunder the securities legislation of any Prohibited Jurisdictions and, subject tocertain exceptions, may not be offered, sold, taken up, renounced or deliveredor transferred, directly or indirectly, within any Prohibited Jurisdiction; 24. acknowledges that the agreement to settle each Placee's acquisition ofPlacing Shares (and/or the acquisition of a person for whom it is contracting asagent) free of stamp duty and stamp duty reserve tax depends on the settlementrelating only to an acquisition by it and/or such person direct from the Companyof the Placing Shares in question. Such agreement assumes that the PlacingShares are not being acquired in connection with arrangements to issuedepositary receipts or to issue or transfer the Placing Shares into a clearanceservice. If there were any such arrangements, or the settlement related to otherdealing in the Placing Shares, stamp duty or stamp duty reserve tax may bepayable, for which neither the Company, DKIB nor DBAG will be responsible. Ifthis is the case, the Placee should take its own advice and notify DKIBaccordingly; 25. acknowledges that the Placing Shares will be issued and/or transferredsubject to the terms and conditions set out in this document; 26. acknowledges that when a Placee or any person acting on behalf of thePlacee is dealing with DKIB, any money held in an account with DKIB on behalf ofthe Placee and/or any person acting on behalf of the Placee will not be treatedas client money within the meaning of the relevant rules and regulations of theFSA. The Placee acknowledges that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from DKIB's money in accordance with the client moneyrules and will be used by DKIB in the course of its business; and the Placeewill rank only as a general creditor of DKIB; 27. acknowledges that DKIB may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so; 28. acknowledges and understands that the Company, DKIB, DBAG and others willrely upon the truth and accuracy of the foregoing representations, warrantiesand acknowledgements; and 29. acknowledges that until 40 days after the later of the commencement of thePlacing and the closing date, an offer or sale of Placing Shares within theUnited States by any dealer (whether or not participating in the Placing) mayviolate the registration requirements of the Securities Act if such offer orsale is made otherwise than in accordance with Rule 144A or pursuant to anotherexemption from registration under the Securities Act. Additional Representations and Warranties by US Persons In addition to the foregoing, each Placee which is a US Person to which thePlacing Shares will be offered in transactions exempt from, or not subject to,the registration requirements of the Securities Act represents, warrants andagrees as follows: 30. that (a) it is a qualified institutional buyer within the meaning of Rule144A of the Securities Act, (b) it has duly executed, or will duly execute, aninvestor letter in the form provided to it by DKIB in which it will make certainundertakings, representations and warranties in addition to those containedherein; and (c) it is subscribing for the Placing Shares for its own account, orfor the account managed on behalf of another QIB for investment purposes andnot with a view to any distribution, resale or other disposition of the PlacingShares, within the meaning of US securities laws;; 31. it acknowledges and agrees that no offering circular or prospectus will beprovided in connection with the Placing Shares and it has, or to the extent itis acquiring Placing Shares for the account of another QIB, such other QIB (a)has, sufficient knowledge, sophistication and experience in financial andbusiness matters so as to be capable of evaluating the merits and risks of thepurchase of the Placing Shares, (b) is able to bear the economic and financialrisk (including a complete loss) of such a purchase, (c) has had sufficient timeto consider and conduct its own investigation with respect to the offer andpurchase of the Placing Shares, including the tax, legal, currency and othereconomic considerations relevant to such investment and (d) will not look to theCompany, DKIB, DBAG, any of their respective Affiliates or any person acting ontheir behalf for all or part of any such loss or losses it or they may suffer; 32. it understands and agrees that (a) the Placing Shares are "restrictedsecurities" within the meaning of Rule 144(a)(3) under the Securities Act, (b)the undersigned agrees not to reoffer, resell, pledge or otherwise transfer thePlacing Shares except (i) outside the United States in offshore transactions inaccordance with Regulation S under the Securities Act, (ii) pursuant to Rule144A under the Securities Act, or (iii) pursuant to Rule 144 under theSecurities Act (if available), in each case in compliance with applicable lawsand regulation; (c) it further agrees that it will notify any purchaser of thePlacing Shares of the resale restrictions relating to the Placing Shares, ifstill applicable, and (d) understands and agrees that the Placing Shares (to theextent they are in certificated form), unless otherwise determined by theCompany in accordance with applicable law, will bear a legend to that effect inaddition to such other legends as the Company deems necessary or as are requiredunder applicable law; 33. it agrees that no purchaser of the Placing Shares shall deposit thePlacing Shares into any unrestricted depositary receipt facility in the UnitedStates established or maintained by a depositary bank, unless and until suchtime as such Placing Shares are no longer "restricted securities" within themeaning of Rule 144(a)(3) under the Securities Act; and 34. it acknowledges and agrees that the Company, DKIB, their respectiveAffiliates and persons acting on their behalf will rely upon itsrepresentations, warranties, agreements and acknowledgements set forth hereinand in the investor letter, and agrees to notify the Company and DKIB promptlyin writing if any of its representations, warranties, undertakings, agreementsor acknowledgements cease to be accurate and complete. The acknowledgements, agreements, undertakings, representations and warrantiesreferred to above are given to each of the Company, DKIB and DBAG (for their ownbenefit and, where relevant, the benefit of their respective Affiliates andpersons acting on their behalf) and are irrevocable. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued or transferred (as the case may be) into CREST to,or to the nominee of, a Placee who holds those shares beneficially (and not asagent or nominee for any other person) within the CREST system and registered inthe name of such Placee or such Placee's nominee. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to stamp duty and/or stamp dutyreserve tax, for which neither the Company nor DKIB nor DBAG will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such stampduty or stamp duty reserve tax undertakes to pay such stamp duty or stamp dutyreserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company, DKIB and DBAG in the event that any of the Company and/orDKIB and/or DBAG has incurred any such liability to stamp duty or stamp dutyreserve tax. 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 for any Placing Shares or the agreement by them to acquireany Placing Shares. All times and dates in this documents may be subject to amendment. DKIB shallnotify the Placees and any person acting on behalf of the Placees of anychanges. This document has been issued by the Company and is the sole responsibility ofthe Company. Dresdner Kleinwort Securities Limited, which is authorised and regulated by theFinancial Services Authority, and Dresdner Bank AG, London Branch, which isauthorised by BAFin and by the Financial Services Authority and which isregulated by the Financial Services Authority for the conduct of designatedinvestment business in the United Kingdom, are acting for the Company and for noone else in connection with the Placing and will not be responsible to anyoneother than the Company for providing the protections afforded to customers ofDresdner Bank AG, London Branch and Dresdner Kleinwort Securities Limited or foraffording advice in relation to the Placing, or any other matters referred toherein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BRAM.L