19th Mar 2010 07:00
TO BE RELEASED OUTSIDE THE UNITED STATES ONLY.NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA,CANADA, SWITZERLAND, SOUTH AFRICA OR JAPAN
This announcement is an advertisement and not aprospectus and investors should not subscribe for or purchase any shares referredto in this announcement except on the basis of information in the prospectus (the"Prospectus") to be published by CPPGroup Plc (the "Company", and the Companyand its subsidiaries at the time of Admission (as defined below), the "Group",or "CPP") in connection with the admission of the ordinary shares of the Company("Ordinary Shares") to the Official List of the UK Listing Authority ("OfficialList") and to trading on the main market for listed securities of the London StockExchange plc (together, "Admission"). Copies of the Prospectus are available fromthe registered office of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A2HA and the registered office of the Company at CPPGroup Plc, Holgate Park, York,North Yorkshire Y026 4GA.
FOR IMMEDIATE RELEASE 19 MARCH 2010
CPPGROUP PLC
ANNOUNCEMENT OF OFFER PRICE OF 235 PENCE PER ORDINARYSHARE
CPPGroup Plc today announces the pricing of itsinitial public offering of Ordinary Shares (the "GlobalOffer").
Highlights of the Global Offer
· Offer price of235 pence per Ordinary Share ("Offer Price")
· Based on the OfferPrice, the market capitalisation of the Company at the commencement of conditionaldealings will be approximately £396 million
· The Global Offercomprises 12,765,957 new Ordinary Shares issued by the Company and 51,063,829 existingOrdinary Shares sold by certain shareholders (the "Selling Shareholders") (excludingany exercise of the over-allotment option), which together represent approximately37.9% of the Company's enlarged issued share capital
· At the Offer Price,the Company expects to raise gross proceeds of £30 million, and the Selling Shareholdersexpect to raise gross proceeds of £120 million (before any exercise of the over-allotmentoption), equating to a total offer size of £150 million
· The Company willuse the net proceeds received from the Global Offer to pay down part of the Group'sexisting net debt
· The Directorsof the Company believe that the IPO will position the Group for its next stage ofdevelopment, will raise the profile of the Group, assist in retaining and incentivisingemployees and will provide it with a structure for future growth, including the flexibilityto finance potential future acquisitions
· In addition, theGlobal Offer will provide the founder and majority shareholder of the Company, HamishOgston with the opportunity to partly realise his investment in the Group
· Following theGlobal Offer, Hamish Ogston will own approximately 61.9% of the Company's issuedshare capital (assuming no exercise of the over-allotment option)
· Following theGlobal Offer, the Directors and Senior Managers of the Company will own approximately62.1% of the Company's issued share capital (assuming no exercise of the over-allotmentoption)
Hamish Ogston has granted an over-allotment optionto UBS, as stabilising manager, in connection with the Global Offer which may resultin the sale of additional Ordinary Shares up to a maximum of 10% of the total numberof Ordinary Shares comprised in the Global Offer, at the Offer Price. Were this over-allotmentoption to be exercised in full, Hamish Ogston would own approximately 58.1% of theCompany's issued share capital.
Hamish Ogston, the Executive Directors and SeniorManagers of the Company are subject to restrictions on the sale of their Shares fora period of 12 months following Admission.
Conditional dealings in the Shares are expectedto commence on the London Stock Exchange from 8.00am today under the ticker symbol'CPP'. Admission to the Official List of the UK Listing Authority and commencementof unconditional dealings in the Shares is expected to take place from 8.00am on24 March 2010.
Full details of the Global Offer will be includedin the Prospectus.
Eric Woolley, CPP's Chief Executive Officer,commented:
"We are delightedto announce the pricing of the IPO. We have enjoyed being able to talk to the marketabout CPP's growth story and are pleased with the response, as evidenced by therobust demand and new investors we have attracted. We look forward to life as a listedcompany which will help us to capitalise on the many growth opportunities availableto us."
Hamish Ogston, Founder and Non-Executive Directorof CPP, commented:
"The Groupis very pleased to make this announcement today as the IPO represents the logicalnext step in the development of CPP as it seeks to continue to build on its strongtrack record. Since I founded this business in 1980, we have demonstrated consistentrevenue growth and developed what we believe to be one of the leading internationalproviders of life assistance products."
The Company has appointed J.P. Morgan Cazenoveand UBS Investment Bank as Joint Global Co-ordinators, Joint Bookrunners, Joint LeadManagers and Joint Sponsors.
Contacts:
CPP Tel: +44 (0)1904 544 702
Eric Woolley, Group Chief Executive Officer
Shaun Parker, Chief Financial Officer
UBS Investment Bank Tel: +44 (0)20 7567 8000
Hew Glyn Davies
Christopher Smith
Michael O'Brien
J.P.Morgan Cazenove Tel: +44 (0)20 7588 2828
Nick Garrett
Laurence Hollingworth
James Taylor
Tulchan CommunicationsGroup Tel: +44 (0)207353 4200
John Sunnucks
David Allchurch
Notes to Editors
Overview of CPP
About CPP
CPP is a fast growing and leading internationallife assistance business with approximately 10.0 million policies in 14 countries,and approximately 1,900 employees.Their products and services are designed to meet consumer needs across a range ofrequirements, relating to credit and debit card ownership, personal identity, mobiletelephones, travel and the home. The Group primarily focuses on providing customerassistance during stressful life events such as losing or having a wallet, purse,mobile telephone or keys stolen, as well as support in the event of identity theft.
The CPP group of companies commenced operationsin the UK in 1981, with the launch of Card Protection as its first product. The successof Card Protection has facilitated the expansion of the Group, as CPP has progressivelyrolled out this product to business partners in the UK and internationally. The Grouphas reproduced its business to business to customer business model overseas, initiallyin Germany in 1991, Ireland in 1993, Spain in 1995 and subsequently in Portugal in2000, Italy in 2001 and France in 2003. In 2003, CPP also entered the US market followingits acquisition of Metris Enhancement Services. More recently, the Group launchedCard Protection in Hong Kong in 2004, in Singapore in 2005, in Malaysia in 2006,in Turkey in 2007, in India in 2008 and in Mexico in 2009. Management expect to launchoperations in China in 2010.
In 2009, 70.1% of CPP's revenues were generatedin Northern Europe (UK, Germany, Ireland and Turkey), 16.3% in Southern Europe (Spain,Portugal, Italy, France and Mexico), 11.9% in North America, and 1.7% in Asia Pacific(Hong Kong, Singapore, Malaysia, and India).
The Group operates a "B2B2C" business modelwhere c.95% of the sales of the Group's products and services in 2009 were generatedthrough business partner relationships, either by the respective business partner'sown staff or by the staff of the Group or its contractors in cooperation with itsbusiness partners. Business partners receive a commission on the Group's sales totheir customers. The Group also makes a limited amount of sales of its products andservices directly to end customers and makes a small number of sales directly tobusiness partners as part of a bundled offering provided to their customers.
The Group currently has more than 200 businesspartners, including HSBC, Barclays, Santander, RBS, Bank of America and many otherlocal and international companies. Outside the US, relationships typically operateon an exclusive basis, either as a matter of contract or as a matter of practice,as the Directors believe that the Group is the only company contracted by that businesspartner to provide the relevant products and services.
Following Admission it is anticipated that CPPwill be included in the FTSE Business Support Services sub-sector.
Core Products and Services
Card Protection, Identity Protection and mobilephone insurance are the Group's three core products, collectively accounting forthe significant majority of the Group's total revenue. The Group also offers a varietyof other products tailored to meet the specific needs of its end customers.
· Card Protectionenables end customers to report to CPP lost or stolen credit, debit or similar cards,with one call from anywhere in the world. Following this call, CPP provides a varietyof services to assist the end customer, including cancellation and re-issue of cards,emergency cash advance, fraud protection insurance, valuable document and key replacement,handbag and wallet replacement and mobile phone loss reporting. Card Protectiontypically sells for between £29 and £35 per annum in the UK
· Identity Protectionprovides end customers with security, peace of mind and effective ongoing identitymanagement. Key product benefits include support to re-instate identity, trackingand insurance cover for incidental loss, online access to credit reports, onlinedata management tools, as well as e-mail/SMS credit alerts. Identity Protectiontypically sells for £69.99 or £79.99 per annum in the UK
· Phonesafe offerscomprehensive insurance cover when an end customer's mobile phone is lost, damagedor stolen. In the UK, Phonesafe typically sells for between £4.99 and £8.99 permonth (contract) or between £9.99 and £29.99 per annum (pre-pay)
The Group continues to widen its product and servicesportfolio to capitalise on the evolving and growing life assistance market.
CPP's Strengths
The Directors believe that the Group's key strengthsare as follows:
· Leading market positions in several established markets with core CardProtection product and growing market presence in key emerging markets including Turkey, India and Mexico; the Group expects to launch in Chinain 2010
· Strong track record of organic growth and profitability, with historicallyhigh and stable end customer renewal rates in relation to the Group's core products, offering significant visibility of revenues and gross profit with continuedscale benefits
· Predominantly exclusive relationships with over 200 business partners,many of which are long-standing and principally in the financial services sector, providing access to end customers and resulting in sizeable annualrevenue streams for both parties
· Wide and innovative range of sales channels to end customers and significantexpertise in cross-selling products and servicesallows the Group to engage with customers and thereby generate revenue in a numberof ways, to suit each business partner's needs
· Innovative and diverse product and service development with successfulroll-out track record: CPP diversifies the productsand services it offers through internal new product development and bolt-on acquisitions,and has demonstrated the ability to roll out products and services other than CardProtection in several of its existing markets. For example, the acquisition of MetrisEnhancement Services accelerated identity protection product development activityalready in progress in the UK and CPP has subsequently rolled this product out acrosstwo further jurisdictions
· Sophisticated and modern IT platform and infrastructure with ISO/IECaccredited security standards, and PCI Data Security Standard compliant in the UK. This ensures business partners trust CPP with their customers andassociated data, and therefore acts as an effective barrier to entry for potentialcompetitors
· Entrepreneurial and innovative management team.The team has a proven track record of identifying and executing upon new businessopportunities and has driven a strong financial performance within an establishedmulti-product, multi-territory business strategy
Market definition
Consumer reliance upon everyday items such asdebit and credit cards and, more recently, mobile telephones and portable electronicdevices, is such that loss, theft or the inability to use such items or the perceivedthreat of any of these events can cause significant inconvenience and anxiety. Similarly,in certain countries, identity fraud is a source of concern for a significant numberof consumers. Providing life assistance services does not simply consist of insuringpeople against such thefts, losses, incapacity or fraud; the assistance element isa key component. The main focal points of life assistance products are the easingof consumers' anxieties by the provision of support and protection and the peaceof mind that consumers obtain from the fact that if such items are lost, stolen orbecome unusable, they will be quickly and readily replaced and consequential impactswill be addressed.
To date, there is no formal life assistance market,rather it is currently defined through its constituent products. However, the useof the term is increasing and the Directors regard the Group as one of the leadingplayers in this evolving and growing market. The life assistance market currentlyencompasses services such as card protection, identity protection, mobile telephoneinsurance, key loss assistance, home emergency assistance, roadside assistance andtravel assistance.
Macroeconomic, social and industry specific drivers
The Directors believe that the life assistancemarket benefits from a number of long-term sustainable growth drivers. Whilst thesevary in degree by geographic market, the Directors believe that a variety of macroeconomic,social and industry specific drivers contribute to demand for life assistance serviceson a global basis.
The Directors believe that the general demandfor life assistance services is primarily driven by economic development (such asGDP per capita, private consumption and disposable income) and demographic factors(such as population growth, technological sophistication and urbanisation). Of thesefactors, the Directors believe that two of the principal macro-economic drivers ofdemand for life assistance products are GDP per capita growth and population growth.
Broadly speaking, the higher a country's GDPper capita, the more its inhabitants can spend, the more developed the resultingconsumer finance industry, the more plastic cards per person, and consequently themore demand there is likely to be for life assistance services that relate to plasticcard ownership. In addition, the more disposable income available to a country'sinhabitants, the greater the potential demand for other life assistance servicessuch as identity protection, mobile phone insurance. home emergency assistance ortravel assistance.
Between 2008 and 2013, the bankable population(aged 18+) is forecast to grow in all countries in which CPP operates, with the exceptionof Germany, with the fastest rates of growth expected in Mexico, India, Malaysia,Singapore and Turkey (Source: Euromonitor International).Growth in population increases the addressable population in the markets in whichCPP operates and therefore increases the potential consumer demand for CPP productsand services.
There were 79.9 million debit cards, 62.2 millioncredit cards and 13.2 million store cards in circulation in the UK in 2009 (Source: Euromonitor International). These highfigures for card penetration are a contributing factor to the high consumer demandfor card protection services relative to other developed countries. Furthermore,media coverage has highlighted the rise of online banking fraud in the UK and theincreasing number of cases of identity theft. In the UK, there were approximately68,000 identity theft victims in the first 10 months of 2009, representing a 37%increase on the same period in 2008. Consumers in the UK are therefore aware of thedangers of card and identity fraud which the Directors believe results in a correspondingincrease in demand for protection.
Summary Financial Information
· Revenues for theyear ended 31 December 2009 of £292.1 million (2008: £259.5 million), EBITDA of £49.5million (2008: £40.6 million), and operating profit of £41.5 million (2008: £33.3million)
· Track record ofconsistent and visible revenues and profit growth: during the period 2007 to 2009,CPP has achieved average annual revenue and operating profit growth of 13.9% and23.6%, respectively. In 2009, 69% of assistance revenue was generated from customerson the book at the end of 2008
· In the last threefinancial years, operating margins have increased from 12.1% to 14.2%, achieved throughthe introduction of product enhancements with price increases, direct and indirectcost management and through economies of scale
· The Group is alsohighly cash-generative and has historically not required significant external financingto support its working capital requirements
CPP's Growth Strategy
CPP's addressable market continues to increaseas it expands its operations into new territories and market sectors. Macroeconomicfactors and social trends also offer potential for growth as consumers become increasinglyaware of incidences and the impact of debit and credit card fraud, as well as identitytheft. In addition, increasing reliance upon multi-functional mobile phones drivesgreater demand for peace of mind and assistance in the event that they are lost orstolen.
The Group intends to continue to pursue its establishedmulti-product, multi-territory, multi-sector strategy, focusing in particular onthe following:
· Continuing toexpand internationally with an increased focus on key emerging markets such as Turkey,India, Mexico and China
· Rolling out newand existing products and services in CPP's current markets, coupled with productcontent-backed price increases to drive the Group's penetration in those marketsand the profitability of existing products and services. Average revenue per policyhas increased from £24.48 to £29.21 over the past three financial years
· Building its currentlylimited presence and experience in new sectors, such as the packaged account, traveland home emergency markets, where CPP can leverage its experience of providing lifeassistance products and services to end customers
· Targeting newbusiness partner relationships, driving growth in existing sales channels such asdebit card activation and developing new sales channels, such as an online saleschannel and self-service channels and capability
· Pursuing selectedacquisitions to drive incremental growth in products, channels and/or geographies
Board of Directors
The Board is composed of six members, consistingof two executive directors and four non-executive directors. The names, positionsand biographies of the Directors are listed below. The Board will not be CombinedCode compliant at the time of Admission but is committed to, and is in the processof moving to, a position of compliance. Full details in relation to the Company'scorporate governance and adherence to the Combined Code are set out in the Prospectus.
Charles Gregson - Non-Executive Chairman (aged62)
Charles Gregson was appointed non-executive Chairmanof CPP in January 2010. He has been non-executive Chairman of ICAP since 2001 andwas executive Chairman from 1998 to 2001. Between 1978 and 1998, he was responsiblefor the Garban businesses that demerged from United Business Media plc in 1998 andmerged with Intercapital in 1999 to become ICAP. He was a Director of United BusinessMedia plc and its predecessor companies from 1986 until 2007. He is currently anon-executive Director of International Personal Finance plc, Caledonia Investmentsplc and St James's Place plc.
Eric Woolley - Chief Executive Officer (aged 50)
As Group Chief Executive, Eric Woolley is responsiblefor developing and executing the Group's business strategy across Europe, NorthAmerica and Asia. The Group's legal and compliance functions also report to Eric. Eric joined the Group in 2003 from an oil services company, Expro International GroupPlc, where he was Group Finance Director. Prior to this, Eric was Group FinanceDirector of Vp Plc. Before working in industry, Eric spent several years with CreditSuisse First Boston where he was a Vice President in Mergers and Acquisitions.
Shaun Parker - Chief Financial Officer (aged 49)
Shaun Parker is responsible for the Group's Finance,Tax, Treasury, Risk and Audit functions. Shaun joined the Group in 2003 from Diageowhere he was Chief Financial Officer of Guinness North America prior to leading thecross-functional team that completed the integration of the acquired Seagram Winesand Spirits business. Previously Shaun worked for ICI Plc, and then Mars Inc. (PedigreePetfoods) where he held a number of senior finance roles in Germany and the UK. Shaunhas extensive international experience gained through a number of regional roles,and through working and living in Germany and the US.
Hamish Ogston - Founder and Non-Executive Director(aged 61)
Hamish Ogston founded the Group in 1980, and becameNon-Executive Chairman in 1999. He has acted in that capacity until Charles Gregson'sappointment in January 2010. Hamish continues to contribute to the Group's strategicthinking as a non-executive director.
Aside from a small number of shares held by certainnon executive directors and those shares in respect of which management have beenawarded options under the existing incentive schemes, Hamish is the sole owner ofthe Company.
Timothy Kelly - Non-Executive Director (aged 52)
Tim Kelly is Chairman of the Company's RemunerationCommittee and is a sales and marketing professional with experience in numerous marketsaround the world. He has worked for many leading companies including Unilever, CocaCola and Diageo. Tim was Chief Operating Officer for RHM from 2003 to 2007 and partof the management team that successfully floated the company in 2006. Tim is nowChief Operating Officer for Premier Foods, the UK's largest food company which acquiredRHM in 2007 and is a Board member of Premier Plc.
Peter Morgan - Non-Executive Director (aged 63)
Peter Morgan is a chartered accountant and is Chairmanof the Audit Committee. Until 2003, he was a partner in Deloitte LLP dealing predominantlywith entrepreneurial high-growth businesses, many of which were private-equity backedor had public listings. During his career, Peter was also responsible for managingthe London audit and assurance department at Spicer & Oppenheim, chairing a committeeoverseeing the firm's technical and training functions and for developing the marketingactivity for rapidly growing companies at Deloitte.
IMPORTANT NOTICE
The contents of this announcement have been preparedby and are the sole responsibility of the Company.
This announcement is an advertisement and nota prospectus and investors should not purchase or subscribe for any shares referredto in the announcement except on the basis of information in the Prospectus to bepublished by the Company in due course in connection with the Admission of the OrdinaryShares in the capital of the Company to the Official List of the UK Listing Authorityand to trading on main market for listed securities of the London Stock Exchange plc.
The information contained in this announcementis for background purposes only and does not purport to be full or complete. No reliancemay be placed for any purpose on the information contained in this announcement orits accuracy or completeness.
This announcement is not for publication or distribution,directly or indirectly, in or into the United States. The distribution of this announcementmay be restricted by law in certain jurisdictions and persons into whose possessionany document or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction.
J.P. Morgan Securities Ltd., which conducts itsUK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")and UBS Limited ("UBS") (together, the "Banks") are acting as joint sponsors,joint lead managers, joint global co-ordinators and joint bookrunners in connectionwith Admission and the Global Offer and as underwriters in connection with the GlobalOffer.
The Banks are acting exclusively for the Companyand no-one else in connection with the Global Offer. They will not regard any otherperson as their client in relation to the Global Offer and will not be responsibleto anyone other than the Company for providing the protections afforded to customersof the Banks or for giving advice in relation to the Global Offer, the contents ofthis announcement or any transaction, arrangement or other matter referred to herein.
Neither of the Banks accepts any responsibilityor liability whatsoever for the contents of this document or for any other statementmade or purported to be made in connection with the Company, the Ordinary Sharesor the Global Offer. Each of the Banks accordingly disclaims all and any responsibilityor liability whether arising in tort, contract or otherwise (save as referred toabove) which it might otherwise have in respect of this document or any such statement.
This announcement and its contents may not bereproduced, redistributed or passed on, directly or indirectly, to any other personor published, in whole or in part, for any purpose and in particular to any personor persons in any jurisdiction to whom it is unlawful to make such offer or solicitation.
This announcement does not contain or constitutean offer, or the solicitation of an offer to buy or subscribe for Ordinary Shares,and is not for distribution in, the United States, Canada, Australia, Switzerland,South Africa or Japan, or in any jurisdiction in which distribution is unlawful.The Ordinary Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the "Securities Act") or under the securities laws ofSouth Africa, Canada, Switzerland, Australia or Japan, and may not be offered, sold,transferred or delivered, directly or indirectly, in or into the United States exceptpursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with any applicable securitieslaws of any states or other jurisdiction of the United States. Subject to certainexceptions, the Ordinary Shares referred to herein may not be offered or sold inSouth Africa, Canada, Switzerland, Australia or Japan, or to, or for the accountor benefit of any national, resident or citizen of South Africa, Canada, Switzerland,Australia or Japan. There will be no public offer of the Ordinary Shares in the UnitedStates, South Africa, Canada, Switzerland, Australia or Japan. Any failure to complywith these restrictions may result in a violation of the laws of such jurisdiction.
This announcement may include statements thatare, or may be deemed to be, "forward-looking statements". These forward-lookingstatements may be identified by the use of forward-looking terminology, includingthe terms "believes", "estimates", "plans", "projects", "anticipates","expects", "intends", "may", "will" or "should" or, in each case, theirnegative or other variations or comparable terminology, or by discussions of strategy,plans, objectives, goals, future events or intentions. Forward-looking statementsmay and often do differ materially from actual results. Any forward-looking statementsreflect the Company's current view with respect to future events and are subjectto risks relating to future events and other risks, uncertainties and assumptionsrelating to the Group's business, results of operations, financial position, liquidity,prospects, growth and strategies. Forward-looking statements speak only as of thedate they are made. Forward-looking statements contained in this announcement regardingpast trends or activities should not be taken as a representation that such trendsor activities will continue in the future. The Company does not undertake any obligationto update or revise any forward-looking statements, whether as a result of new information,future events or otherwise. Accordingly, you are cautioned that forward-looking statementsare not guarantees of future performance and that you should not place undue relianceon forward-looking statements, which speak only as of the date of this announcement.
Each of the Company, the Banks and their respectiveaffiliates expressly disclaims any obligation or undertaking to update, review orrevise any forward looking statement contained in this announcement whether as aresult of new information, future developments or otherwise.
Any purchase of Ordinary Shares in the proposedGlobal Offer should be made solely on the basis of the information contained in thefinal Prospectus to be issued by the Company in connection with the Global Offer.No reliance may or should be placed by any person for any purposes whatsoever onthe information contained in this announcement or on its completeness, accuracy orfairness. The information in this announcement is subject to change.
The offer timetable, including date of Admissionmay be influenced by a range of circumstances, such as market conditions. There isno guarantee that Admission will occur and you should not base your financial decisionson the Company's intentions in relation to Admission at this stage. Acquiring investmentsto which this announcement relates may expose an investor to a significant risk oflosing all of the amount invested. Persons considering making such investments shouldconsult an authorised person specialising in advising on such investments. This announcementdoes not constitute a recommendation concerning the Global Offer. The value of sharescan decrease as well as increase. Potential investors should consult a professionaladvisor as to the suitability of the Global Offer for the person concerned.
In connection with the Global Offer, the Banksand any of their affiliates, acting as investors for their own accounts, may subscribefor or purchase Ordinary Shares and in that capacity may retain, purchase, sell,offer to sell or otherwise deal for their own accounts in such Ordinary Shares andother securities of the Company or related investments in connection with the GlobalOffer or otherwise. Accordingly, references in the Prospectus, once published, tothe Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwisedealt in should be read as including any issue or offer to, or subscription, acquisition,placing or dealing by, the Banks and any of their affiliates acting as investorsfor their own accounts. The Banks do not intend to disclose the extent of any suchinvestment or transactions otherwise than in accordance with any legal or regulatoryobligations to do so.
None of the Banks or any of their respective directors,officers, employees, advisers or agents accepts any responsibility or liability whatsoeverfor/or makes any representation or warranty, express or implied, as to the truth,accuracy or completeness of the information in this announcement (or whether anyinformation has been omitted from the announcement) or any other information relatingto the Company, its subsidiaries or associated companies, whether written, oral orin a visual or electronic form, and howsoever transmitted or made available or forany loss howsoever arising from any use of announcement or its contents or otherwisearising in connection therewith.
In connection with the Global Offer, UBS, as stabilisingmanager, may for stabilisation purposes, over-allot Ordinary Shares up to a maximumof 10% of the total number of Ordinary Shares comprised in the Global Offer. Forthe purposes of allowing it to cover short positions resulting from any such over-allotmentsand/or from sales of Ordinary Shares effected by it during the stabilisation period,the stabilising manager has entered into over-allotment arrangements pursuant towhich it may purchase or procure purchasers for additional Ordinary Shares up toa maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer(the "Over-Allotment Shares") at the offer price. The over-allotment arrangementswill be exercisable in whole or in part, upon notice by the stabilising manager,at any time on or before 16 April 2010. Any Over-Allotment Shares made availablepursuant to the Global Offer will rank pari passuin all respects with any Ordinary Shares being sold in the Global Offer and willbe purchased on the same terms and conditions as the other Ordinary Shares beingissued or sold in the Global Offer and will form a single class for all purposeswith the other Ordinary Shares.
In connection with the Global Offer, UBS, as stabilisingmanager, or any of its agents, may to the extent permitted by applicable law, over-allotOrdinary Shares or effect other transactions with a view to supporting the marketprice of the Ordinary Shares at a higher level than that which might otherwise prevailin the open market. The stabilising manager is not required to enter into such transactionsand such transactions may be effected on any stock market, over-the-counter market,stock exchange or otherwise and may be undertaken at any time during the period commencingon the date of the commencement of conditional dealings of the Ordinary Shares onthe London Stock Exchange and ending no later than 16 April 2010. However, therewill be no obligation on the stabilising manager or any of its agents to effect stabilisingtransactions and there is no assurance that stabilising transactions will be undertaken.Such stabilising measures, if commenced, may be discontinued at any time withoutprior notice. In no event will measures be taken to stabilise the market price ofthe Ordinary Shares above the offer price. Save as required by law or regulation,neither the stabilising manager nor any of its agents intends to disclose the extentof any over-allotments made and/or stabilisation transactions conducted in relationto the Global Offer.
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