6th May 2008 07:03
Aberdeen Asset Management PLC06 May 2008 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, JERSEY, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA 6 May 2008 ABERDEEN ASSET MANAGEMENT PLC Proposed Acquisition of Goodman Property Investors and Placing of New Ordinary Shares Summary Aberdeen Asset Management PLC ("Aberdeen" or the "Company") announces that itswholly-owned subsidiary, Aberdeen Property Investors Holding AB ("API"), hasentered into an agreement with members of the Goodman Group to acquire itswholly-owned subsidiaries operating as Goodman Property Investors ("GPI") (the "Acquisition") for an initial cash consideration of £89 million plus an amount linked to the value of GPI's net assets at completion (expected to beapproximately £8.4 million). In addition, API will pay a deferred considerationof up to £12.5 million, dependent on GPI's assets under management ("AuM") flows over the next 24 months. GPI is one of the largest property fund managers in the UK with AuM in excess of £7 billion as at 31 March 2008. API has also agreed to acquire the Goodman Group's investments in GPI-managedproperty funds for cash at their latest published valuations prior to completionof these acquisitions. These acquisitions will be completed in two stages, thefirst at completion of the Acquisition and the second nine months later. As at31 March 2008, the aggregate value of these investments was approximately £20million. The key benefits of the Acquisition for Aberdeen are: • with some 93% of GPI's AuM invested, directly or indirectly, in UK property,the Acquisition will give API, which is currently largely invested in continental Europe, significant critical mass in the important UK market. TheUK currently accounts for only a small proportion of API's AuM; • the businesses are complementary (particularly in terms ofproduct offering, office locations and clients), share a similar investmentphilosophy and GPI's senior management is well-known to API, all of which shouldfacilitate the integration of GPI into API; • significant synergies expected from economies of scale and fromopportunities to cross-sell a broad and comprehensive product range to a widerclient base; • an increase of over 42% in API's AuM to approximately £24 billion, transforming API into the second largest property investment manager inthe UK and a top 10 global player (based on AuM); • the transaction is expected to be earnings enhancing in thefirst full year of ownership; • it will provide Aberdeen with greater balance in its operationsand mix of assets under management. Post acquisition an estimated 21% ofAberdeen's AuM will be in property with 34% in equities and 45% in fixed income;and • the Acquisition is consistent with Aberdeen's stated strategy of bolting appropriate acquisitions on to its key primary capabilities of equities, fixed income and property. The Acquisition is conditional upon the approval of the Financial ServicesAuthority. To finance the Acquisition, Aberdeen today also announces a non pre-emptiveplacing (the "Placing") of 65,100,000 new ordinary shares of 10p per share ofAberdeen (the "Placing Shares") which will represent just below 10% ofAberdeen's current issued ordinary share capital. The Placing will be effected, subject to the satisfaction of the terms and conditions referred to in the Appendix to this Announcement, by way of an accelerated bookbuild placing of the Placing Shares to be launched immediately following this Announcement. Concurrent with the Placing, approximately 11 million ordinary shares of 10p per share of Aberdeen will also be sold on behalf of certain employees to whom ordinary shares granted under long-term incentive plans have vested, following the satisfaction of all conditions. Commenting on the Acquisition, Martin Gilbert, CEO of Aberdeen, said: "We are delighted to be acquiring GPI. This acquisition will make AberdeenBritain's second largest property fund manager and a top ten global player, withsome £24 billion under management. In particular, GPI will give us real scale inthe key UK market and transform API into a truly global operation. Togetherunder single ownership the companies of GPI and API will have significantopportunities to offer our clients an enhanced product suite while leveragingmanagement expertise and client relationships across the enlarged group." Gregory Goodman, CEO of Goodman Group, said: "Since the acquisition of GPI in 2005, we have continued to grow our fullyintegrated, specialist business space customer service model both organicallyand via acquisitions. We have a robust European platform with great continuedgrowth potential for both logistics and business parks and the European regionremains fundamental to our business model, with Europe contributing a highproportion of Goodman's earnings. As part of ongoing operations we conducted a strategic review for GPI in 2007.We concluded that the best way to optimise value for the underlying investors inthe GPI platform was to combine with a strong specialist with a highlycomplimentary business model. Aberdeen was a highly strategic fit and was viewedas the best long term owner of GPI. We are pleased to announce this transactionas it represents a successful conclusion to our 2007 strategic review." Intelli Corporate Finance Limited is acting as financial adviser to Aberdeen.JPMorgan Cazenove Limited is acting as joint broker to Aberdeen and solebookrunner in respect of the Placing. Landsbanki Securities (UK) Limited isacting as joint broker to Aberdeen and co-lead manager in respect of thePlacing. EnquiriesAberdeen Tel: 020 7463 6000Martin Gilbert/Bill Rattray Intelli Corporate Finance Tel: 020 7653 6300Gordon Neilly/Sue Inglis/Rishi Zaveri JPMorgan Cazenove Tel: 020 7588 2828Ian Hannam/James Wood-Collins/Neil Haycock Maitland Tel: 020 7379 5151Neil Bennett Tel: 07900 000 777Charlotte Walsh Tel: 07813 889 660Victoria Trench Tel: 07799 132 634 Notes A presentation for analysts and institutions will be held in conjunction withthe interim results presentation at 10.00 a.m. today at the offices of Aberdeen,at One Bow Churchyard, London EC4M 9HH. This summary should be read in conjunction with the full text of the followingannouncement including the Appendix (together, the "Announcement"). This Announcement is not for distribution directly or indirectly in or into theUnited States of America (including its territories and possessions, any Stateof the United States and the District of Columbia), Canada, Australia, Japan,Jersey, the Republic of Ireland or the Republic of South Africa or anyjurisdiction into which the same would be unlawful. The Placing Shares have notbeen and will not be registered under the United States Securities Act of 1933,as amended (the "Securities Act") or under the laws of any State of the UnitedStates and may not be offered or sold, directly or indirectly, within or intothe United States absent registration or an exemption from registration.Prospective purchasers are hereby notified that sellers of the Placing Sharesmay be relying on the exemption from the provisions of Section 5 of theSecurities Act provided by Rule 144A. The Placing Shares are being offered andsold outside the United States in accordance with Regulation S of the SecuritiesAct. No public offering of securities will be made in the United Kingdom, theUnited States or elsewhere. In member states of the European Economic Area ("EEA") which have implementedthe Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive")(each a "Relevant Member State"), this Announcement is only addressed to anddirected at persons who are 'qualified investors' within the meaning of Article2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in theEEA who initially acquires any securities in the Placing or to whom any offer ofsecurities is made will be deemed to have acknowledged and agreed that they aresuch a Qualified Investor. In the case of any securities acquired by a financial intermediary as that termis used in Article 3(2) of the Prospectus Directive, such financial intermediarywill also be deemed to have represented, acknowledged and agreed that thesecurities acquired by it in the Placing have not been acquired on anon-discretionary basis on behalf of, nor have they have been acquired with aview to their offer or resale to, persons in circumstances which may give riseto an offer of securities to the public other than their offer or resale in aRelevant Member State to Qualified Investors or in circumstances in which theprior consent of JPMorgan Cazenove Limited ("JPMC"), in the case of the PlacingShares, has been obtained to each such proposed offer or resale. In the United Kingdom, this Announcement is only addressed to QualifiedInvestors who are persons (i) who have professional experience in mattersrelating to investments falling within Article 19(5) (investment professionals)of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005(as amended) (the "Order") or (ii) falling within Article 49(2)(a) to (d) (highnet worth companies, incorporated associations, etc.) of the Order; and (c)other persons to whom it may otherwise lawfully be communicated (such personstogether being referred to as "FPO Persons"). No prospectus has been or will be published in connection with the Placing. This Announcement is for information only and does not constitute an offer orinvitation to acquire or dispose of any securities or investment advice in anyjurisdiction and should not be relied upon in connection with any decision toacquire the Placing Shares or other securities in the capital of the Company.Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This Announcement has been issued by and is the sole responsibility of theCompany. No representation or warranty express or implied, is or will be made asto, or in relation to, and no responsibility or liability is or will be acceptedby JPMC or by any of its affiliates or agents as to or in relation to, theaccuracy or completeness of this Announcement or any other written or oralinformation made available to or publicly available to any interested party orits advisers, and any liability therefore is expressly disclaimed. JPMC is acting for the Company in connection with the Placing and no one elseand will not be responsible to anyone other than the Company for providing theprotections afforded to clients of JPMC nor for providing advice in relation tothe Placing. Landsbanki Securities (UK) Limited is acting for the Company in connection withthe Placing and no one else and will not be responsible to anyone other than theCompany for providing the protections afforded to clients of LandsbankiSecurities (UK) Limited nor for providing advice in relation to the Placing. Intelli Corporate Finance Limited is acting exclusively for the Company and forno one else in relation to the Acquisition and will not be responsible to anyoneother than the Company for providing the protections afforded to customers ofIntelli Corporate Finance Limited or for providing advice in relation to theAcquisition and Placing or on any matter referred to herein. The distribution of this Announcement and the offering of the Placing Shares incertain jurisdictions may be restricted by law. No action has been taken by theCompany or JPMC that would permit an offering of such shares or possession ordistribution of this Announcement or any other offering or publicity materialrelating to such shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this Announcement comes are required bythe Company and JPMC to inform themselves about, and to observe, any suchrestrictions. Certain statements in this Announcement are forward-looking statements which arebased on the Company's expectations, intentions and projections regarding itsfuture performance, anticipated events or trends and other matters that are nothistorical facts. These statements are not guarantees of future performance andare subject to known and unknown risks, uncertainties and other factors thatcould cause actual results to differ materially from those expressed or impliedby such forward-looking statements. Given these risks and uncertainties,prospective investors are cautioned not to place undue reliance onforward-looking statements. Forward-looking statements speak only as of the dateof such statements and, except as required by applicable law, the Companyundertakes no obligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events or otherwise. NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, JAPAN, JERSEY, THE REPUBLIC OF IRELAND OR THEREPUBLIC OF SOUTH AFRICA 6 May 2008 ABERDEEN ASSET MANAGEMENT PLC Proposed Acquisition of Goodman Property Investors and Placing of New Ordinary Shares The AcquisitionAberdeen Asset Management PLC ("Aberdeen" or the "Company") announces that itswholly-owned subsidiary, Aberdeen Property Investors Holding AB ("API"), hasentered into an agreement with members of the Goodman Group to acquire itswholly-owned subsidiaries operating as Goodman Property Investors ("GPI") (the "Acquisition") for an initial cash consideration of £89 million plus an amountlinked to the value of GPI's net assets at completion (expected to beapproximately £8.4 million). In addition, API will pay a deferred considerationof up to £12.5 million, dependent on GPI's assets under management ("AuM") flowsover the next 24 months. API has also agreed to acquire the Goodman Group's investments in GPI-managedproperty funds for cash at their latest published valuations prior to completionof these acquisitions. These acquisitions will be completed in two stages, thefirst at completion of the Acquisition and the second nine months later. As at31 March 2008, the aggregate value of these investments was approximately £20 million. The Acquisition is conditional upon the approval of the Financial ServicesAuthority. Background to and reasons for the Acquisition API's strategy is to have strong local resources in all its key markets in orderto offer clients a wide range of attractive investment vehicles forinternational property exposure. API has continued to pursue this strategythrough both organic growth and a number of successful acquisitions, addingscale and capabilities in key markets. The only key European market in which APIcurrently has no significant presence is the UK. The acquisition of GPI, aleading UK property investment manager, will fill this gap and strengthen API'sgrowing global platform. The key benefits of the Acquisition for Aberdeen are: • with some 93% of GPI's AuM invested, directly or indirectly, in UK property, the Acquisition will give API, which is currently largely investedin continental Europe, significant critical mass in the important UK market. TheUK currently accounts for only a small proportion of API's AuM; • the businesses are complementary (particularly in terms of product offering, office locations and clients), share a similar investment philosophy and GPI's senior management is well-known to API, all of which should facilitate the integration of GPI into API; • significant synergies expected from economies of scale and from opportunitiesto cross-sell a broad and comprehensive product range to a wider client base; • an increase of over 42% in API's AuM to approximately £24 billion, transforming API into the second largest property investment manager inthe UK and a top 10 global player (based on AuM); • the transaction is expected to be earnings enhancing in the first full year of ownership; • it will provide Aberdeen with greater balance in its operations and mix of assets under management. Post acquisition an estimated 21% of Aberdeen's AuM will be in property with 34% in equities and 45% in fixed income; and • the Acquisition is consistent with Aberdeen's stated strategy of bolting appropriate acquisitions on to its key primary capabilities of equities, fixed income and property. Information on the Goodman Property Investors business GPI is one of the largest property fund managers in the UK with 160 staff, ofwhich 130 are based in the UK, and offices in London, Glasgow, Amsterdam andParis as well as representative offices in Hong Kong and Sydney. GPI is aprovider of direct and indirect property portfolio services, including separatemandates and pooled funds, across all real estate asset classes in the UK andincreasingly globally. As at 31 March 2008, GPI had AuM in excess of £7 billion,of which approximately 85% were in separate mandates and 15% in collectivefunds. GPI has a broad and predominantly institutional client base and has anexcellent record of client retention. GPI has a strong and consistent track record across all its key products. It hasbeen recognised by industry awards such as "UK Property Manager of the Year" byPension and Investment Provider Awards 2007 and "Specialist Asset Manager of theYear" by Funds Europe Awards 2006. Its Two Rivers Limited Partnership fund wasalso awarded the "UK Specialist Fund Performance" by EuroProperty InvestmentAwards 2007. For the year ended 30th June 2007, GPI generated revenues of £31.5 million andprofits before tax of £16.4 million. As at 30th June 2007, GPI had gross assetsof £23.2 million. The Placing To finance the Acquisition, Aberdeen also announces a non pre-emptive placing(the "Placing") of 65,100,000 new ordinary shares of 10p per share of Aberdeen(the "Placing Shares") which will represent just below 10% of Aberdeen's currentissued ordinary share capital. The Placing will be effected, subject to the satisfaction of the terms andconditions referred to in the Appendix to this Announcement, by way of anaccelerated bookbuild placing of the Placing Shares to be launched immediatelyfollowing this Announcement. The Placing Price of the Placing Shares will bedetermined by JPMorgan Cazenove Limited acting as sole bookrunner in respect ofthe Placing at the close of the bookbuild and announced as soon as practicablethereafter. The Placing Shares will, when issued, be credited as fully paid andwill rank pari passu in all respects with the existing issued ordinary shares ofthe Company. If you choose to participate in the Placing by making an oral and legallybinding offer to acquire Placing Shares you will be deemed to have read andunderstood this Announcement in its entirety (including the Appendix) and to bemaking such offer on the terms and conditions contained herein and to beproviding the representations, warranties, acknowledgements, confirmations andundertakings contained in the Appendix to this Announcement. Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List maintained by the UKListing Authority and to London Stock Exchange plc (the "LSE") for admission totrading of the Placing Shares on the LSE's main market for listed securities(together, "Admission"). It is expected that Admission will take place on orbefore 9 May 2008 and that dealings in the Placing Shares on the LSE's mainmarket for listed securities will commence at the same time. The Placing is not underwritten. Further details of the terms of the Placing are set out in the Appendix. Financing the Acquisition The initial consideration payable at closing of the Acquisition will be financedout of the proceeds of the Placing. The deferred consideration and theconsideration payable for the fund interests will be financed from Aberdeen'sexisting cash resources and/or bank borrowings. Additional information Concurrent with the Placing, approximately 11 million ordinary shares of 10p pershare of Aberdeen will also be sold on behalf of certain employees to whomordinary shares granted under long-term incentive plans have vested, followingthe satisfaction of all conditions. For the purpose of this Announcement, the "Goodman Group" comprises GoodmanInternational Limited and Goodman Fund Management Limited as responsible entityfor Goodman Industrial Trust and their respective controlled entities. Intelli Corporate Finance Limited is acting as financial adviser to Aberdeen.JPMorgan Cazenove Limited is acting as joint broker to Aberdeen and solebookrunner in respect of the Placing. Landsbanki Securities (UK) Limited isacting as joint broker to Aberdeen and co-lead manager in respect of thePlacing. EnquiriesAberdeen Tel: 020 7463 6000Martin Gilbert/Bill Rattray Intelli Corporate Finance Tel: 020 7653 6300Gordon Neilly/Sue Inglis/Rishi Zaveri JPMorgan Cazenove Tel: 020 7588 2828Ian Hannam/James Wood-Collins/Neil Haycock Maitland Tel: 020 7379 5151Neil Bennett Tel: 07900 000 777Charlotte Walsh Tel: 07813 889 660Victoria Trench Tel: 07799 132 634 Appendix Principal Terms of the Placing IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATIONPURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN RELEVANT MEMBER STATESWHO ARE QUALIFIED INVESTORS; AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORSWHO ARE FPO PERSONS (ALL SUCH PERSONS TOGETHER BEING "RELEVANT PERSONS"). THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON ORRELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENTACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREINRELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITHRELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. Persons who are invited to and who choose to participate in the Placing, bymaking an oral or written offer to subscribe for Placing Shares (the "Placees"),will be deemed to have read and understood this Announcement in its entirety andto be making such offer on the terms and conditions contained herein, and to beproviding the representations, warranties, acknowledgements, confirmations andundertakings contained in this Appendix. In particular, each such Placeerepresents, warrants and acknowledges that: (a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocatedto it for the purposes of its business; (b) in the case of a Relevant Person in a Relevant Member State, (i)it is a Qualified Investor, and (ii) in the case of any Placing Shares acquiredby it as a financial intermediary, as that term is used in Article 3(2) of theProspectus Directive, (a) the Placing Shares acquired by it in the Placing havenot been acquired on behalf of, nor have they been acquired with a view to theiroffer or resale to, persons in any Relevant Member State other than QualifiedInvestors or in circumstances in which the prior consent of JPMC has been givento the offer or resale, or (b) where Placing Shares have been acquired by it onbehalf of persons in any Relevant Member State other than Qualified Investors,the offer of those Placing Shares to it is not treated under the ProspectusDirective as having been made to such persons; and (c) unless otherwise specifically agreed with JPMC, it is acquiring the PlacingShares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or if it is not outside the United States, it is a "qualified institutionalbuyer" ("QIB") (as defined in Rule 144A under the Securities Act) and has dulyexecuted an investor letter in a form provided to it and delivered the same toJPMC or its affiliate. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company, JPMC or any of their respective affiliates that wouldpermit an offer of the Placing Shares or possession or distribution of thisAnnouncement or any other offering or publicity material relating to suchPlacing Shares in any jurisdiction where action for that purpose is required.Persons into whose possession this announcement comes are required by theCompany and JPMC to inform themselves about and to observe any suchrestrictions. The relevant clearances have not been, and nor will they be, obtained from thesecurities commission of any province or territory of Canada; no prospectus hasbeen lodged with or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the Placing Shares have notbeen, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province or territory of Canada, Australia, Japan,Jersey, the Republic of Ireland or the Republic of South Africa. Accordingly,the Placing Shares may not (unless an exemption under the relevant securitieslaws is applicable) be offered, sold, resold or delivered, directly orindirectly, in or into the United States, Canada, Australia, Jersey or Japan orany other jurisdiction outside the United Kingdom. No prospectus or other offering document has been or will be submitted to beapproved by the Financial Services Authority (the "FSA") in relation to thePlacing and the Placees' commitments will be made solely on the basis of theinformation contained in this Announcement, the Pricing Announcement (as definedbelow) and any information publicly announced to a Regulatory InformationService by or on behalf of the Company on or prior to the date of thisAnnouncement (the "Publicly Available Information"). Each Placee, byparticipating in the Placing, agrees that it has neither received nor relied onany information, representation, warranty or statement made by or on behalf ofany of JPMC or the Company other than the Publicly Available Information andnone of JPMC, the Company nor any person acting on such person's behalf nor anyof their affiliates has or shall have any liability for any Placee's decision toaccept this invitation to participate in the Placing based on any otherinformation, representation, warranty or statement. Nothing in this paragraphshall exclude the liability of any person for fraudulent misrepresentation. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission or other regulatoryauthority in the United States, nor have any of the foregoing authorities passedupon or endorsed the merits of the Placing or the accuracy or adequacy of thisAnnouncement. Any representation to the contrary is a criminal offence in theUnited States. Persons (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Announcement ofwhich it forms part should seek appropriate advice before taking any action. Details of the Placing Agreement and the Placing Shares JPMC has entered into a Placing Agreement (the "Placing Agreement") with theCompany under which JPMC has, on the terms and subject to the conditions set outtherein, undertaken to use its reasonable endeavours to procure subscriptionsfor the Placing Shares at the Placing Price. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares in thecapital of the Company ("Ordinary Shares"), including the right to receive alldividends and other distributions declared, made or paid in respect of suchOrdinary Shares after the date of issue of the Placing Shares. Application for listing and admission to trading Application will be made to the FSA for admission of the Placing Shares to theOfficial List of the UK Listing Authority (the "Official List") and to theLondon Stock Exchange plc for admission to trading of the Placing Shares on itsmain market for listed securities (together "Admission"). It is expected thatAdmission will become effective on or around 9 May 2008 and that dealings in thePlacing Shares will commence at that time. Bookbuilding JPMC will today commence the bookbuilding process in respect to the Placing (the"Bookbuilding") to determine demand for participation in the Placing by Placees.This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. No commissions will be paid to Placees or byPlacees in respect of any Placing Shares. JPMC and the Company shall be entitled to effect the Placing by such alternativemethod to the Bookbuilding as they may, in their sole discretion, determine. Participation in, and principal terms of, the Placing 1. JPMC is arranging the Placing as an agent of the Company. 2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by JPMC. JPMC and/or itsaffiliates are entitled to enter bids in the Bookbuilding. 3. The Bookbuilding will establish a single price payable to JPMC by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreedbetween JPMC and the Company following completion of the Bookbuilding and anydiscount to the market price of the Ordinary Shares will be determined inaccordance with the Listing Rules. The Placing Price will be announced on aRegulatory Information Service following the completion of the Bookbuilding (the"Pricing Announcement"). 4. To bid in the Bookbuilding, Placees should communicate their bid orally to their usual sales contact at JPMC. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and JPMC or at prices up to a price limit specified in its bid. Bids may be scaled down by JPMCon the basis referred to paragraph 8 below. 5. The Bookbuilding is expected to close no later than 4.30 p.m. on 6 May 2008 but may be closed earlier or later at the discretion of JPMC. JPMC may, in agreement with the Company, accept bids that are received after theBookbuilding has closed. The Company reserves the right to reduce or seek toincrease the amount to be raised pursuant to the Placing, in its absolutediscretion. 6. Each Placee's allocation will be confirmed to Placees orally by JPMC following the close of the Placing, and a trade confirmation will bedispatched as soon as possible thereafter. JPMC's oral confirmation to suchPlacee will constitute an irrevocable legally binding commitment upon suchperson (who will at that point become a Placee) in favour of JPMC and theCompany, under which it agrees to subscribe for the number of Placing Sharesallocated to it at the Placing Price on the terms and conditions set out in thisAppendix and in accordance with the Company's Memorandum and Articles ofAssociation. 7. The Company will make a further announcement following the close of the Bookbuilding detailing the number of Placing Shares to be issued and theprice at which Placing Shares have been placed. 8. Subject to paragraphs 4 and 5 above, JPMC may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine. JPMC may also, notwithstandingparagraphs 4 to 5 above, subject to the prior consent of the Company (i)allocate Placing Shares after the time of any initial allocation to any personsubmitting a bid after that time and (ii) allocate Placing Shares after theBookbuilding has closed to any person submitting a bid after that time. 9. A bid in the Bookbuilding will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placeeon behalf of which it is made and except with JPMC's consent will not be capableof variation or revocation after the time at which it is submitted. Each Placeewill also have an immediate, separate, irrevocable and binding obligation, owedto JPMC, to pay to it (or as it may direct) in cleared funds an amount equal tothe product of the Placing Price and the number of Placing Shares such Placeehas agreed to subscribe. Each Placee's obligations will be owed to the Companyand to JPMC. 10. Except as required by law or regulation, no press release or other announcement will be made by JPMC or the Company using the name of any Placee(or its agent), in its capacity as Placee (or agent), other than with suchPlacee's prior written consent. 11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquiredpursuant to the Placing will be required to be made at the same time, on thebasis explained below under "Registration and Settlement". 12. All obligations under the Bookbuilding and Placing will be subjectto fulfilment of the conditions referred to below under "Conditions of thePlacing" and to the Placing not being terminated on the basis referred to belowunder "Right to terminate under the Placing Agreement". 13. By participating in the Bookbuilding, each Placee will agree thatits rights and obligations in respect of the Placing will terminate only in thecircumstances described below and will not be capable of rescission ortermination by the Placee. 14. To the fullest extent permissible by law, neither JPMC nor any ofits affiliates shall have any liability to Placees (or to any other personwhether acting on behalf of a Placee or otherwise). In particular, neither JPMCnor any of its affiliates shall have any liability (including to the extentpermissible by law, any fiduciary duties) in respect of JPMC's conduct of theBookbuilding or of such alternative method of effecting the Placing as JPMC andthe Company may agree. Conditions of the Placing JPMC's obligations under the Placing Agreement in respect of the Placing Sharesare conditional on, inter alia: (a) Admission taking place not later than 8.00 a.m. on 9 May 2008 or such laterdate as the Company and JPMC may otherwise agree; (b) the warranties on the part of the Company contained in the Placing Agreementbeing true and accurate and not misleading at all times before Admission; (c) the Company fulfilling its obligations under the Placing Agreement to theextent the same fall to be performed or satisfied on or prior to Admission; and (d) the publication of the Pricing Announcement through a Regulatory InformationService by no later than 8.00 a.m. on 7 May 2008 (or such later time and/or dateas the Company and JPMC may agree). If (i) any of the conditions contained in the Placing Agreement in relation tothe Placing Shares are not fulfilled or waived by JPMC by the respective time ordate where specified (or such later time or date as the Company and JPMC mayagree), or (ii) the Placing Agreement is terminated in the circumstancesspecified below, the Placing in relation to the Placing Shares will lapse andthe Placee's rights and obligations hereunder in relation to the Placing Sharesshall cease and terminate at such time and each Placee agrees that no claim canbe made by the Placee in respect thereof. By participating in the Placing each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andwill not be capable of rescission or termination by it. JPMC may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company, or extend the time and/or date for fulfilment by theCompany, with the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement save that the aboveconditions relating to Admission taking place may and the publication of thePricing Announcement not be waived. Any such extension or waiver will not affectPlacees' commitments as set out in this Announcement. Neither JPMC nor its affiliates nor the Company shall have any liability to anyPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision it may make as to whether or not to waiveor to extend the time and /or date for the satisfaction of any condition to thePlacing nor for any decision they may make as to the satisfaction of anycondition or in respect of the Placing generally and by participating in thePlacing each Placee agrees that any such decision is within the absolutediscretion of JPMC or the Company. Right to terminate under the Placing Agreement JPMC may, at its absolute discretion, at any time before Admission, terminatethe Placing Agreement in relation to its obligations in respect of the PlacingShares by giving notice to the Company if, inter alia: (a) it becomes aware of (i) any event or circumstances as a result of which anyof the representations and warranties of the Company under the PlacingAgreement would be untrue or incorrect in any respect which has or may bereasonably expected to have a Material Adverse Effect (as defined below) orotherwise be material in the context of the Placing if such representation orwarranty had been given or made at such time by reference to the facts andcircumstances then existing; (ii) any breach of, or any event rendering untrueor incorrect, any of the representations and warranties of the Company containedin the Placing Agreement or (iii) any failure by the Company to perform any ofits undertakings or agreements under the Placing Agreement, which in the case of(ii) or (iii) makes it in the opinion of JPMC (acting in good faith)impracticable or inadvisable to proceed with the Placing on the terms and in themanner contemplated in the Placing Agreement; or (b) any of the conditions specified in the Placing Agreement has not been satisfied or waived by JPMC by the date specified therein (or such latertime and/or the date as the Company and JPMC may agree); or (c) there has been, in the opinion of JPMC (acting in good faith) since the time of execution of this Agreement, any event having a material adverse effecton the trading position, condition (financial or other), business, properties, prospects, management, results of operations or general affairs of the Company or of the Group (as defined in the Placing Agreement) ("Material Adverse Effect"); or (d) the application of the Company for Admission is withdrawn orrefused by the FSA or the London Stock Exchange plc; or (e) in the opinion of JPMC (acting in good faith): (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the London Stock Exchange plc, the NASDAQ National Market or the NewYork Stock Exchange; (ii) trading of any securities of the Company shall havebeen suspended on any exchange or in any over£the£counter market; (iii) amaterial disruption in securities settlement, payment or clearance services inthe United Kingdom shall have occurred; (iv) any moratorium on commercialbanking activities shall have been declared by United States Federal or New YorkState or United Kingdom authorities, or the European Central Bank; or (v) thereshall have occurred any outbreak or escalation of hostilities, or any change infinancial markets, political, economic or stock market conditions (primary orsecondary), currency exchange rates or controls or any calamity or crisis that,in each case, in the judgment of JPMC, is material and adverse and which,individually or together with any other event specified in this paragraph, makesit, in the judgment of JPMC (acting in good faith), impracticable or inadvisableto proceed with the Placing on the terms and in the manner contemplated in thePlacing Agreement. If the Placing Agreement is terminated in accordance with its terms, the rightsand obligations of each Placee in respect of the Placing as described in thisAnnouncement shall cease and terminate at such time and no claim can be made byany Placee in respect thereof. By participating in the Placing, Placees agree that the exercise by JPMC of anyright of termination or other discretion under the Placing Agreement shall bewithin the absolute discretion of JPMC and that it need not make any referenceto Placees and that it shall have no liability to Placees whatsoever inconnection with any such exercise. By participating in the Placing, each Placee agrees that its rights andobligations terminate only in the circumstances described above and will not becapable of rescission or termination by it after oral confirmation by JPMCfollowing the close of the Bookbuilding. No prospectus No offering document or prospectus has been or will be submitted to be approvedby the FSA in relation to the Placing and Placees' commitments will be madesolely on the basis of the information contained in this Announcement and anyPublicly Available Information. Each Placee, by accepting a participation in thePlacing, agrees that the content of this Announcement is exclusively theresponsibility of the Company and confirms that it has neither received norrelied on any other information, representation, warranty, or statement made byor on behalf of the Company or JPMC or any other person and neither JPMC nor theCompany nor any other person will be liable for any Placee's decision toparticipate in the Placing based on any other information, representation,warranty or statement which the Placees may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB0000031285) followingAdmission will take place within the CREST system, subject to certainexceptions. Settlement will be on a delivery versus payment basis. However, inthe event of any difficulties or delays in admission of the Placing Shares toCREST or the use of CREST in relation to the Placing, the Company and JPMC mayagree that the Placing Shares should be issued in certificated form. JPMCreserves the right to require settlement for and delivery of the Placing Sharesto Placees by such other means that it deems necessary if delivery or settlementis not possible or practicable within the CREST system within the timetable setout in this Announcement or would not be consistent with the regulatoryrequirements in the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation note stating the number of Placing Shares allocated to it at thePlacing Price, the aggregate amount owed by such Placee to JPMC and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions that it has in place with JPMC. It is expected that settlement will be on 9 May 2008 on a T+3 basis, unlessotherwise notified by JPMC, in accordance with the instructions set out in thetrade 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 LIBOR as determined by JPMC. Each Placee is deemed to agree that, if it does not comply with theseobligations, JPMC may sell any or all of the Placing Shares allocated to thatPlacee on such Placee's behalf and retain from the proceeds, for JPMC's accountand benefit, an amount equal to the aggregate amount owed by the Placee plus anyinterest due. The relevant Placee will, however, remain liable for any shortfallbelow the aggregate amount owed by it and may be required to bear any stamp dutyor stamp duty reserve tax (together with any interest or penalties) which mayarise 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,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, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. 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 this Announcement, including the Appendix, in its entirety, and that in entering a bid in the Bookbuilding, it acknowledges and accepts that such bid is legally binding on itand any person on whose behalf it makes the bid and will not be capable ofvariation or revocation after the close of the Bookbuilding; 2. acknowledges that no offering document or prospectus has been prepared in connection with the Placing and represents and warrants that it hasnot received a prospectus or other offering document in connection therewith; 3. acknowledges that the Ordinary Shares are listed on the Official List, and the Company is therefore required to publish certain business andfinancial 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 that it isable to obtain or access such information without undue difficulty; 4. acknowledges that neither JPMC nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and willnot provide it, with any material regarding the Placing Shares or the Companyother than this Announcement; nor has it requested any of JPMC, the Company, anyof their affiliates or any person acting on behalf of any of them to provide itwith any such information; 5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither JPMC nor any person acting on its behalf has or shall have any liability for any information,representation or statement contained in this Announcement or any informationpreviously published by or on behalf of the Company and will not be liable forany Placee's decision to participate in the Placing based on any information,representation or statement contained in this Announcement 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 committingitself to acquire the Placing Shares is contained in this Announcement and anyPublicly Available Information, such information being all that it deemsnecessary to make an investment decision in respect of the Placing Shares andthat it has neither received nor relied on any other information given orrepresentations, warranties or statements made by any of JPMC or the Company andneither JPMC nor the Company will be liable for any Placee's decision to acceptan invitation to participate in the Placing based on any other information,representation, warranty or statement. Each Placee further acknowledges andagrees that it has relied on its own investigation of the business, financial orother position of the Company in deciding to participate in the Placing; 6. acknowledges that neither JPMC nor any person acting on behalf of it nor any of its affiliates has or shall have any liability for any publiclyavailable or filed information or any representation relating to the Company,provided that nothing in this paragraph excludes the liability of any person forfraudulent misrepresentation made by that person; 7. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdictionof the United States, nor approved or disapproved by the US Securities andExchange Commission, any State securities commission in the United States or anyother United States regulatory authority; 8. represents and warrants that it is not a "benefit plan investor" (within the meaning of ERISA, or other employee benefit plan subject to any US federal, state, local or other law or regulation that is substantially similarto the prohibited transaction provisions of Section 406 of ERISA or Section 4975of the US Internal Revenue Code of 1986, as amended, and that it will not sellor otherwise transfer any Placing Shares or any interest therein unless thetransferee makes or is deemed to make the representations and warranties setforth in this paragraph, and the purchaser acknowledges and agrees that anypurported transfer of Placing Shares or any interest therein that does notcomply with this paragraph will not be effective and will not be recognised bythe Company; 9. unless otherwise specifically agreed with JPMC, represents and warrants thatit is not, and at the time the Placing Shares are acquired, will not be a resident of Australia, Canada, Jersey or Japan, and each of it and thebeneficial owner of the Placing Shares is, and at the time the Placing Sharesare acquired will be, (i) outside the United States acquiring the Placing Sharesin an 'offshore transaction' in accordance with Rule 903 or Rule 904 ofRegulation S under the Securities Act or (ii) a QIB acquiring the Placing Sharesin accordance with an exemption from registration under the Securities Act whohas returned an 'investor letter' substantially in the form provided; 10. acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of the United States, Australia,Canada, Jersey or Japan and, subject to certain exceptions, may not be offered,sold, taken up, renounced or delivered or transferred, directly or indirectly,within those jurisdictions; 11. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositary receipts and clearance services) and that the Placing Shares are notbeing acquired in connection with arrangements to issue depositary receipts orto transfer Placing Shares into a clearance system; 12. represents and warrants that it has complied with its obligationsin connection with money laundering and terrorist financing under the Proceedsof Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations2007 (the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 13. represents and warrants that it falls within section 86(7) of the FinancialServices and Markets Act 2000 ("FSMA") or Article 2(1)(e) of the Prospectus Directive, being a qualified investor, and within Article 19 and/or 49 of the Order (as defined above) and to undertake that you will acquire, hold,manage or dispose of any of the Placing Shares that are allocated to you for thepurposes of your business; 14. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Sharespurchased by it in the Placing will not be acquired on a non-discretionary basison behalf of, nor will they be acquired with a view to their offer or resale to,persons in a Relevant Member State other than qualified investors, or incircumstances in which the prior consent of JPMC has been given to the offer orresale; 15. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sellany Placing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the FSMA; 16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to 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 in and which will not result in an offer to the public in any RelevantMember State; 17. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 18. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving, the UnitedKingdom; 19. represents and warrants that it and any person acting on its behalf is entitled to subscribe for and/or acquire the Placing Shares under the laws ofall relevant jurisdictions which apply to it and that it has fully observed suchlaws and obtained all such governmental and other guarantees, permits,authorisations, approvals and consents which may be required thereafter andcomplied with all necessary formalities and that it has not taken any action oromitted to take any action which will or may result in JPMC, the Company or anyof their respective directors, officers, agents, employees or advisers acting inbreach of the legal or regulatory requirements of any jurisdiction in connectionwith the Placing; 20. represents and warrants that it has all necessary capacity and has obtainedall necessary consents, permits, authorisations, approvals and authorities to enable it to commit to this participation in 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, all necessary consents andauthorities to agree to the terms set out or referred to in this Announcement)and will honour such obligations; 21. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Sharesmay be placed with other subscribers or sold as JPMC may in its sole discretiondetermine and without liability to such Placee; 22. acknowledges that none of JPMC, nor any of its affiliates, nor anyperson acting on behalf of any of them, is making any recommendations to it,advising it regarding the suitability of any transactions it may enter into inconnection with the Placees and that participation in the Placing is on thebasis that it is not and will not be a client of JPMC and that JPMC has nofiduciary or other duties or responsibilities to it for providing theprotections afforded to its clients or customers or for providing advice inrelation to the Placing nor in respect of any representations, warranties,undertakings or indemnities contained in the Placing Agreement nor for theexercise or performance of any of its rights and obligations thereunderincluding any rights to waive or vary any conditions or exercise any terminationright; 23. undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the casemay be. Neither JPMC nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Placing and it agrees to indemnify the Company and JPMC inrespect of the same on the basis that the Placing Shares will be allotted to theCREST stock account of JPMC who will hold them as nominee on behalf of suchPlacee until settlement in accordance with its standing settlement instructions; 24. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance withthe laws of England and it submits (on behalf of itself and on behalf of anyperson on whose behalf it is acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or JPMC in any jurisdiction in which therelevant Placee is incorporated or in which any of its securities have aquotation on a recognised stock exchange; 25. agrees that the Company, JPMC and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations,warranties, acknowledgements, confirmations and undertakings which are given toJPMC on its own behalf and on behalf of the Company and are irrevocable; 26. acknowledges that time shall be of the essence as regards obligations pursuant to this Announcement; and 27. agrees to indemnify and hold the Company, JPMC and their respectiveaffiliates harmless from any and all costs, claims, liabilities, losses andexpenses (including legal fees and expenses) arising out of or in connectionwith any breach of the representations, warranties, acknowledgements,agreements, confirmations and undertakings in this Appendix and further agreesthat the provisions of this Appendix shall survive after completion of thePlacing. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the Placing Shares inquestion. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there are any such arrangements, orthe settlement related to any other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor JPMCwill be responsible. If this is the case, each Placee should seek its own adviceand notify JPMC accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themof any Placing Shares or the agreement by them to subscribe for any PlacingShares. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that JPMC may (at its absolute discretion) satisfy its obligations toprocure Placees by itself agreeing to become a Placee in respect of some or allof the Placing Shares or by nominating any connected or associated person to doso. When a Placee or person acting on behalf of the Placee is dealing with JPMC, anymoney held in an account with JPMC on behalf of the Placee and/or any personacting on behalf of the Placee will not be treated as client money within themeaning of the rules and regulations of the FSA made under the FSMA. The Placeeacknowledges that the money will not be subject to the protections conferred bythe client money rules; as a consequence, this money will not be segregated fromJPMC's money in accordance with the client money rules and will be used by JPMCin the course of its own business; and the Placee will rank only as a generalcreditor of JPMC. Each Placee and any person acting on behalf of any Placee acknowledges andagrees that JPMC or any of its affiliates may (at its absolute discretion) agreeto become a Placee in respect of some (or all) of the Placing Shares. All times and dates in this Announcement may be subject to amendment. JPMC shallnotify the Placees and any person acting on behalf of the Placees of anychanges. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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