28th Mar 2006 07:11
White Young Green PLC28 March 2006 White Young Green PLC ("White Young Green" or the "Company")28 March 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN PROPOSED PLACING OF 2,000,000 NEW ORDINARY SHARES The Board has today announced that White Young Green has acquired Tweeds Limited("Tweeds"), a privately owned multi-disciplinary construction consultancy basedin the UK. The initial consideration was £11,000,000, being £7,105,000 in cash,£245,000 in loan notes and £3,650,000 through the issue of consideration shares.Additional consideration of up to a maximum of £1,250,000 is payable (in eitherordinary shares or cash at White Young Green's discretion) if certainperformance criteria are met in the first year of trading under White YoungGreen's ownership. Tweeds is a multi-disciplinary construction consultancy company, offering costmanagement, project management, building surveying and health and safetyservices throughout the UK. It employs 150 staff operating from six offices inLondon, Liverpool, Manchester, Birmingham, Mold and the Isle of Man. Tweeds'revenues are derived c. 75% from the private sector and c. 25% from the publicsector. Its clients include multi-national companies, central and localgovernment, development corporations and private developers, as well as smalland medium-sized enterprises. Cost consultancy services accounts for c. 60% ofTweed's revenues. The acquisition is in line with White Young Green's statedstrategic objective of expanding into cost consultancy. White Young Green has also announced today the acquisition of FarninghamMcCreadie, a town planning consultancy based in Edinburgh and Belfast, for aninitial consideration of £2,200,000, being £1,600,000 in cash and £600,000through the issue of consideration shares. Additional consideration of up to amaximum of £1,000,000 (payable in either ordinary shares and / or loan notes atWhite Young Green's discretion) is payable if certain performance criteria aremet in the first year of trading under White Young Green's ownership. In order to help fund the acquisitions of Tweeds and Farningham McCreadie, whichcompleted on 28 March 2006 (together the "Acquisitions"), White Young Greenannounces that it is today placing 2,000,000 new ordinary shares of 5 pence pershare ("Placing Shares"), representing approximately 4.8 per cent. of WhiteYoung Green's existing issued share capital with institutional investors (the"Placing"). The Placing Shares will be issued credited as fully paid and willrank pari passu in all respects with the existing ordinary shares, including theright to receive any future dividends and other distributions.The Placing, which has been fully underwritten by Hoare Govett Limited ("HoareGovett"), will be the subject of an accelerated bookbuild.Further details of the Placing are set out below. The Placing The books will open with immediate effect. The books are expected to closetoday, 28 March 2006 and pricing and allocations are expected to be announced by6.00 p.m. today, 28 March 2006. The timing of the closing of the books, pricingand allocations may be accelerated at the absolute discretion of Hoare Govett.The Placing price in respect of the Placing Shares (the "Placing Price") will bedetermined by Hoare Govett, after consultation with the Company, at the close ofthe bookbuild. Details of the Placing Price will be announced by the Company assoon as practicable after the close of the bookbuild. The Placing Shares will be issued credited as fully paid. The Placing Shareswill rank equally in all respects with the existing ordinary shares of WhiteYoung Green, including the right to receive all future dividends and otherdistributions. The Placing is conditional on, inter alia, the admission of thePlacing Shares to the Official List of the Financial Services Authority and tothe London Stock Exchange's market for listed securities ("Admission") becomingeffective no later than 8.00 a.m. on 31 March 2006 or such later date as isagreed between the Company and Hoare Govett. Application will be made forAdmission. It is expected that Admission will become effective and dealings inthe Placing Shares will commence on 31 March 2006. Attention is drawn to the detailed terms and conditions of the Placing describedin the Appendix to this announcement. 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. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for White Young Green and for no one else inconnection with the Placing and will not be responsible to anyone other thanWhite Young Green for providing the protections afforded to the customers ofHoare Govett or for providing advice in relation to the Placing or anytransaction or arrangement referred to herein. Hoare Govett can be contacted at250 Bishopsgate, London EC2M 4AA. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. The information contained in this announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. Thisannouncement is not an offer of securities for sale into the United States. ThePlacing Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended and may not be offered or sold, directly or indirectly,in the United States absent registration or an exemption from registration.There will be no public offering of securities in the United States. The PlacingShares have not been and will not be registered with any regulatory authority ofany State within the United States. Placing contact at Hoare Govett +44 207 678 8000Corporate BrokingAntonia RowanBertie WhiteheadSyndicationJohn MacGowan APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY Eligible Participants in the Bookbuild MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANINGOF ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUSDIRECTIVE") AND (2) FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES ANDMARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") ORARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISELAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUTHEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THETERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANTPERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTINGTHIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TODO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALEOR SUBSCRIPTION OF ANY SECURITIES IN WHITE YOUNG GREEN PLC (THE "COMPANY"). THENEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES")HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS,AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO ANEXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLESTATE ABSENT REGISTRATION. Persons who are invited to and who choose to participate in the Placing("Placees") by making an oral offer to subscribe for Placing Shares, will bedeemed to have read and understood this Announcement in its entirety and to bemaking such offer on the terms and conditions contained in this Appendix, and tobe providing the representations, warranties, agreements, acknowledgements andundertakings, in each case as contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that it: - is a Relevant Person and undertakes that it will acquire, hold, manageor dispose of any Placing Shares that are allocated to it for the purposes ofits business; and - is outside the United States and is acquiring the Placing Shares in an"offshore transaction" (within the meaning of Regulation S under the SecuritiesAct). This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for ordinary shares of five penceeach in the capital of the Company ("Ordinary Shares") in the United States,Canada, Japan or Australia or in any other jurisdiction in which such offer orsolicitation is or may be unlawful and the information contained herein is notfor publication or distribution to persons in the United States, Canada, Japanor Australia or any jurisdiction in which such publication or distribution isunlawful. Persons receiving this Announcement (including, without limitation,custodians, nominees and trustees) must not distribute, mail or send it in, intoor from the United States, or use the United States mails, directly orindirectly, in connection with the Placing, and by so doing may invalidate anyrelated purported application for Placing Shares. The Placing Shares have notbeen and will not be registered under the Securities Act or under the securitieslaws of any State or other jurisdiction of the United States, and, subject tocertain exceptions from the appropriate requirements of such jurisdiction, maynot be offered or sold, resold or delivered, directly or indirectly in or intothe United States, or to, or for the account or benefit of, US persons (asdefined in Regulation S within the meaning of the Securities Act). No publicoffering of the Placing Shares is being made in the United States. The PlacingShares are being offered and sold outside the United States in reliance onRegulation S. Until the expiration of 40 days after the closing of the Placing,an offer or sale of the Placing Shares sold in reliance upon Regulation S withinthe United States or to, or for the account or benefit of, US persons mayviolate the registration requirements of the Securities Act. The distribution of this Announcement and the Placing and/or issue of OrdinaryShares in certain other jurisdictions may be restricted by law. No action hasbeen taken by the Company or Hoare Govett that would permit an offer of OrdinaryShares or possession or distribution of this Announcement or any other offeringor publicity material relating to such Ordinary Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisAnnouncement comes are required by the Company and Hoare Govett to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Hoare Govett has today entered into a Placing agreement (the "PlacingAgreement") with the Company whereby Hoare Govett has, on the terms and subjectto the conditions set out therein, agreed to use its reasonable endeavours asagent for and on behalf of the Company to procure Placees for the Placing Sharesand, failing which, to subscribe itself for Placing Shares. The Placing Shares will when issued be credited as fully paid. The PlacingShares will rank pari passu in all respects with the existing issued OrdinaryShares, including the right to receive all future dividends and otherdistributions declared in respect of such Ordinary Shares. Application for listing and admission to trading Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List of the FSA (the "OfficialList") and to London Stock Exchange plc (the "London Stock Exchange") foradmission to trading of the Placing Shares on the London Stock Exchange's marketfor listed securities (together "Admission"). It is expected that Admission willtake place at 8.00 a.m. on 31 March 2006 and that dealings in the Placing Shareswill commence at that time. Bookbuild Commencing today, Hoare Govett is conducting an accelerated bookbuild (the"Bookbuild") to determine demand for participation in the Placing. This Appendixgives details of the terms and conditions of, and the mechanics of participationin, the Placing. No commissions will be paid to Placees or by Placees in respectof their agreement to subscribe for any Placing Shares. Hoare Govett will be entitled to effect the Placing by such alternative methodto the Bookbuild as it may, in its sole discretion, determine. To the fullestextent permissible by law, neither Hoare Govett nor any holding company thereof,nor any subsidiary, branch or affiliate of Hoare Govett or any such holdingcompany (each an "Affiliate") shall have any liability to Placees (or to anyother person whether acting on behalf of a Placee or otherwise). In particular,neither Hoare Govett nor any Affiliate thereof shall have any liability inrespect of its conduct of the Bookbuild or of such alternative method ofeffecting the Placing as Hoare Govett may determine. Participation in, and principal terms of, the BookbuildBy participating in the Bookbuild and the Placing, Placees will be deemed tohave read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. A furtherannouncement will be made following the close of the Bookbuild detailing thePlacing Price (as defined below) (the "Pricing Announcement"). Hoare Govett (whether through itself or its Affiliates) is arranging the Placingas an agent of the Company. Hoare Govett and its Affiliates are entitled to participate as principal in theBookbuild. The Bookbuild will establish a single price (the "Placing Price") payable toHoare Govett by all Placees. The Placing Price will be determined by HoareGovett following consultation with the Company but will not be less than thatpermitted by the Listing Rules of the FSA published pursuant to part IV of theFSMA. The Bookbuild is expected to close no later than 6.00 p.m. London time today, 28March 2006, but may be closed earlier at the sole discretion of Hoare Govett.Hoare Govett may, at its sole discretion, accept bids that are received afterthe Bookbuild has closed. A bid in the Bookbuild will be made on the terms and conditions in this Appendixand will not be capable of variation or revocation after the close of theBookbuild. A person who wishes to participate in the Bookbuild should communicate its bidby telephone to its usual sales contact at ABN AMRO Bank N.V. (London branch) orJohn MacGowan at Hoare Govett on +44 20 7678 1084. If successful, an allocationwill be confirmed orally to such person following the close of the Bookbuild,and a conditional contract note will be dispatched as soon as possiblethereafter. Hoare Govett's oral confirmation will constitute a legally bindingcommitment upon such person (who will at that point become a Placee) tosubscribe for the number of Placing Shares allocated to that Placee at thePlacing Price set out in the Pricing Announcement and otherwise on the terms andconditions set out in this Appendix and in accordance with the Company'smemorandum and articles of association. Each Placee's obligations will be owed to the Company and to Hoare Govett. EachPlacee will also have an immediate, separate, irrevocable and bindingobligation, owed to Hoare Govett, to pay to it (or as it may direct) in clearedfunds an amount equal to the product of the Placing Price and the number ofPlacing Shares such Placee has agreed to subscribe for. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. Theobligations of Hoare Govett under the Placing Agreement are conditional, interalia, on: (a) the Pricing Announcement being published through a Regulatory InformationService by not later than 6.00 p.m. today, 28 March 2006; and(b) Admission taking place not later than 8.00 a.m. on 31 March 2006. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by Hoare Govett by the respective time or date where specified (orsuch later time or date as Hoare Govett and the Company may agree but not laterthan 8.00 a.m. on 5 April 2006), (b) any such condition becomes incapable ofbeing fulfilled and Hoare Govett informs the Company that it will not waive suchcondition or (c) the Placing Agreement is terminated in the circumstancesspecified below, the Placing will lapse and the Placees' rights and obligationshereunder shall cease and terminate at such time and each Placee agrees that noclaim can be made by or on behalf of the Placee (or any person on whose behalfthe Placee is acting) in respect thereof. By participating in the Bookbuild, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andunder "Right to terminate the Placing Agreement" below and will not be capableof rescission or termination by it. Hoare Govett may, in its absolute discretion, waive or extend the time forfulfilment of any of the conditions in the Placing Agreement, save provided thatsuch extension shall not be beyond 8.00 a.m. on 5 April 2006 and save that HoareGovett will not waive the condition that Admission takes place. Any suchextension or waiver will not affect Placees' commitments as set out in thisAnnouncement. Neither Hoare Govett nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision either of them may make as to whether or not to waive orto extend the time and/or date for the satisfaction of any condition to thePlacing nor for any decision either of them may make as to the satisfaction ofany condition or in respect of the Placing generally. Right to terminate the Placing Agreement Hoare Govett may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement in certain circumstanceswhich are usual for a transaction of this nature, including circumstances offorce majeure or material adverse changes in the financial markets, as moreparticularly described in the Placing Agreement. If the obligations of Hoare Govett under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof.By participating in the Placing each Placee agrees with Hoare Govett that theexercise by Hoare Govett of any right of termination or other discretion underthe Placing Agreement shall be within the absolute discretion of Hoare Govettand that Hoare Govett need not make any reference to any such Placee and thatHoare Govett shall have no liability whatsoever to any such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in connectionwith the exercise of such rights. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing and Placees' commitments will be made solely on thebasis of the information contained in this Announcement and the announcementsmade by the Company earlier today relating to the Company's interim results forthe six months to 31 December 2005 and the Acquisitions. Each Placee, byaccepting a participation in the Placing, agrees and confirms that it hasneither received nor relied on any other information, representation, warrantyor statement made by or on behalf of Hoare Govett or the Company and neither theCompany nor Hoare Govett will be liable for any Placee's decision to participatein the Placing based on any other information, representation, warranty orstatement. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company inaccepting a participation in the Placing. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB0003869152) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement or would not beconsistent with the regulatory requirements in any 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 Hoare Govett and settlementinstructions. ABN AMRO Bank N.V. is acting as Hoare Govett's settlement agentand Placees should settle against CREST ID: 521. It is expected that such tradeconfirmation will be despatched today, 28 March 2006 and that this will also bethe trade date. Each Placee agrees that it will do all things necessary toensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith Hoare Govett. It is expected that settlement will be on 31 March 2006 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 twopercentage points above prevailing LIBOR as determined by Hoare Govett.Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for HoareGovett's account and benefit, an amount equal to the aggregate amount owed bythe Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall between 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 Announcement) which may arise upon thesale of such Placee's Placing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation.Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below (and in particular subject to paragraph 15 below), be soregistered free from any liability to UK stamp duty or stamp duty reserve tax.No Placee (or any nominee or other agent acting on behalf of a Placee) will beentitled to receive any fee or commission in connection with the Placing. Representations and Warranties By participating in the Bookbuild each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read this Announcementin its entirety; 2. represents and warrants that it has received thisAnnouncement solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received aprospectus or other offering document in connection with the Placing andacknowledges that no prospectus or other offering document has been prepared inconnection with the Placing; 4. acknowledges that the Ordinary Shares are listed on theOfficial List, and the Company is therefore required to publish certain businessand financial information in accordance with the rules and practices of the FSA,which includes a description of the nature of the Company's business and theCompany's most recent balance sheet and profit and loss account, and similarstatements for preceding financial years; 5. acknowledges that neither of Hoare Govett nor any of itsAffiliates nor any person acting on behalf of Hoare Govett or its Affiliates hasprovided, and will not provide it with any material regarding the Placing Sharesor the Company other than this Announcement; nor has it requested Hoare Govett,any of its Affiliates or any person acting on behalf of Hoare Govett or any ofits Affiliates to provide it with any such information; 6. acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither Hoare Govett, norany of its Affiliates nor any person acting on behalf of Hoare Govett or itsAffiliates has or shall have any liability for any information, representationor statement contained in this Announcement or any information previouslypublished by or on behalf of the Company (including, without limitation, theannouncements made by the Company earlier today relating to the Company'sinterim results for the six months ended 31 December 2005 and the Acquisitions)and will not be liable for any Placee's decision to participate in the Placingbased on any information, representation or statement contained in thisAnnouncement or otherwise. Each Placee represents, warrants and agrees that ithas relied on its own investigation with respect to the Placing Shares and theCompany in connection with its decision to subscribe for the Placing Shares andacknowledges that it is not relying on any investigation that Hoare Govett, anyof its Affiliates or any person acting on behalf of Hoare Govett or itsAffiliates may have conducted with respect to the Placing Shares or the Companyand none of such persons has made any representations to it, express or implied,with respect thereto. Nothing in this paragraph shall exclude the liability ofany person for fraudulent misrepresentation; 7. acknowledges that it has not relied on any informationrelating to the Company contained in any research reports prepared by HoareGovett, any of its Affiliates or any person acting on behalf of Hoare Govett orits Affiliates and understands that neither Hoare Govett, nor any of itsAffiliates nor any person acting on behalf of Hoare Govett or its Affiliates:(i) has or shall have any liability for public information or anyrepresentation; (ii) has or shall have any liability for any additionalinformation that has otherwise been made available to such Placee, whether atthe date of publication, the date of the announcement or otherwise; and (iii)makes any representation or warranty, express or implied, as to the truth,accuracy or completeness of such information, whether at the date ofpublication, the date of the announcement or otherwise; 8. represents and warrants that it, or the beneficial owner,as applicable, is entitled to subscribe for and/or purchase Placing Shares underthe laws of all relevant jurisdictions which apply to it, or the beneficialowner, as applicable, and that it has fully observed such laws and obtained allsuch governmental and other guarantees and other consents in either case whichmay be required thereunder and complied with all necessary formalities; 9. represents and warrants that it has the power andauthority to carry on the activities in which it is engaged, to subscribe forthe Placing Shares and to execute and deliver all documents necessary for suchsubscription; 10. represents and warrants that it will be the beneficial ownerof such Placing Shares and that the beneficial owner of such Placing Shares willnot at the time the Placing Shares are acquired be a resident of Australia,Canada or Japan; 11. acknowledges that the Placing Shares have not been and willnot be registered under the Securities Act or under the securities laws of anyof the States of the United States, or under the securities legislation ofAustralia, Canada or Japan and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions; 12. represents and warrants that it is not a resident of, orlocated in, the United States and is purchasing the Placing Shares in an"offshore transaction" in accordance with Regulation S under the Securities Act; 13. acknowledges (and confirms that each beneficial owner of thePlacing Shares has been advised) that the Placing Shares have not been and willnot be registered under the Securities Act or under any applicable Statesecurities laws, nor approved or disapproved by the US Securities and ExchangeCommission, any State securities commission in the United States or any otherUnited States regulatory authority; 14. represents and warrants that if it is a pension fund orinvestment company, its purchase of Placing Shares is in full compliance withapplicable laws and regulations; 15. represents and warrants that the allocation, allotment, issueand delivery to it, or the person specified by it for registration as holder, ofPlacing Shares will not give rise to a liability under any of sections 67, 70,93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)and that the Placing Shares are not being subscribed for by it in connectionwith arrangements to issue depositary receipts or to transfer Placing Sharesinto a clearance system; 16. represents and warrants that it has complied with itsobligations in connection with money laundering and terrorist financing underthe Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money LaunderingRegulations 2003 (the "Regulations") and, if 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; 17. represents and warrants that it and any person acting on itsbehalf is a person falling within article 19(1) and/or 49(2) of the Order andundertakes that it will acquire, hold, manage or dispose of any Placing Sharesthat are allocated to it for the purposes of its business; 18. represents and warrants that it has not offered or sold andwill not offer or sell any Placing Shares to persons in the United Kingdom priorto Admission except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted and which will not result in an offer to the public in the UnitedKingdom within the meaning of section 85(1) of the FSMA; 19. represents and warrants that it has not offered or sold andwill not offer or sell any Placing Shares to persons in the European EconomicArea prior to Admission except to persons whose ordinary activities involve themin acquiring, holding, managing or disposing of investments (as principal oragent) for the purposes of their business or otherwise in circumstances whichhave not resulted and which will not result in an offer to the public in anymember state of the European Economic Area within the meaning of the ProspectusDirective (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 20. represents and warrants that it has 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 the FSMA) relating to the Placing Shares incircumstances in which section 21(1) of the FSMA does not require approval ofthe communication by an authorised person; 21. represents and warrants that it is a qualified investor asdefined in section 86(7) of the FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 22. represents and warrants that it has complied and will complywith all applicable provisions of the FSMA with respect to anything done by itin relation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 23. represents and warrants that it and any person acting on itsbehalf is entitled to subscribe for the Placing Shares under the laws of allrelevant jurisdictions and that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to participatingin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 24. undertakes that it (and any person acting on its behalf) willmake payment for the Placing Shares allocated to it in accordance with thisAnnouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other subscribers or sold as Hoare Govett mayin its sole discretion determine and it will remain liable for any shortfallbelow the net proceeds of such sale and the Placing proceeds of such PlacingShares and may be required to bear any stamp duty for stamp duty reserve tax(together with any interest or penalties due pursuant to the terms set out orreferred to in this Announcement) which may arise upon the sale of such Placee'sPlacing Shares on its behalf; 25. acknowledges that neither Hoare Govett, nor any of itsAffiliates nor any person acting on behalf of Hoare Govett or its Affiliates ismaking any recommendations to it, advising it regarding the suitability of anytransactions it may enter into in connection with the Placing nor providingadvice in relation to the Placing nor in respect of any representations,warranties, undertakings or indemnities contained in the Placing Agreement northe exercise or performance of any of Hoare Govett's rights and obligationsthereunder including any rights to waive or vary any conditions or exercise anytermination right; 26. undertakes that the person who it specifies for registrationas holder of the Placing Shares will be (i) itself or (ii) its nominee, as thecase may be. Neither Hoare Govett nor the Company will be responsible for anyliability to stamp duty or stamp duty reserve tax resulting from a failure toobserve this requirement. Each Placee and any person acting on behalf of suchPlacee agrees to participate in the Placing and it agrees to indemnify thecompany and Hoare Govett in respect of the same on the basis that the PlacingShares will be credited to the CREST stock account of ABN AMRO Bank N.V. (Londonbranch) (CREST ID: 521) who will hold them as nominee for the subscribers ofsuch shares until settlement in accordance with its standing settlementinstructions; 27. acknowledges that any agreements entered into by it pursuantto these terms and conditions shall be governed by and construed in all respectsin accordance with English law and it submits (on behalf of itself and on behalfof any person on whose behalf it is acting) to the exclusive jurisdiction of thecourts of England as regards any claim, dispute or matter arising out of anysuch contract, except that enforcement proceedings in respect of the obligationto make payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or Hoare Govett in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange; 28. acknowledges that Hoare Govett may (at its absolutediscretion) satisfy its obligations to procure Placees by itself agreeing tobecome a Placee in respect of some or all of the Placing Shares or by nominatingany connected or associated person to do so; 29. agrees that the Company, Hoare Govett and others will relyupon the truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to Hoare Govett on its ownbehalf and on behalf of the Company and are irrevocable; and 30. agrees to indemnify and hold the Company and Hoare Govettharmless from any and all costs, claims, liabilities and expenses (includinglegal fees and expenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Placing. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. 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 UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor Hoare Govett 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 UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and Hoare Govett in the event that any of the Company and/or Hoare Govett has incurred any such liability to UK stamp duty or stamp dutyreserve tax. In addition, Placees should note that they will be liable to pay any stamp dutyand all other stamp, issue, securities, transfer, registration, documentary orother duties or taxes (including any interest, fines or penalties relatingthereto) payable outside the UK by them or any other person on the subscriptionby them for any Placing Shares or the agreement by them to subscribe for anyPlacing Shares. All times and dates in this Announcement may be subject to amendment. HoareGovett shall notify the Placees and any person acting on behalf of the Placeesof any changes. This Announcement has been issued by the Company and is the sole responsibilityof the Company. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and for no one else solely inconnection with the Placing and will not be responsible to anyone other than theCompany for providing the protections afforded to the customers of Hoare Govettor for providing advice in relation to the Placing or any transaction orarrangement referred to herein. Hoare Govett can be contacted at 250Bishopsgate, London EC2M 4AA. When a Placee or person acting on behalf of the Placee is dealing with HoareGovett, any money held in an account with Hoare Govett on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the FSA made under theFSMA. 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 Hoare Govett's money in accordance with the clientmoney rules and will be used by Hoare Govett in the course of its own business;and the Placee will rank only as a general creditor of Hoare Govett. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. The information contained in this Announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. ThisAnnouncement is not an offer of securities for sale into the United States. ThePlacing Shares have not been and will not be registered under the Securities Actand may not be offered or sold, directly or indirectly, in the United Statesabsent registration or an exemption from registration. There will be no publicoffering of securities in the United States. The Placing Shares have not beenand will not be registered with any regulatory authority of any State within theUnited States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WYG