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Proposed Acquisition

8th Jan 2010 07:05

RNS Number : 2424F

Aberdeen Asset Management PLC

08 January 2010

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

8 January 2010

ABERDEEN ASSET MANAGEMENT PLC

Proposed Acquisition of certain assets and contracts from RBS Asset Management Limited and RBS Asset Management Holdings and the entry into a long-term distribution agreement, for certain products, with RBS Wealth Management, including Coutts & Co

Summary

Aberdeen Asset Management PLC ("Aberdeen" or "the Company") announces that it has entered into a definitive agreement with The Royal Bank of Scotland plc ("RBS"), RBS Asset Management Limited ("RBSAM") and RBS Asset Management Holdings ("RBSAMH") to acquire certain fund management assets and contracts ("the Acquired Business" or "the Acquisition") and a long-term distribution agreement, for certain products, with RBS Wealth Management ("RBSWM"), including Coutts & Co, subject to certain regulatory approvals.

The purchase consideration will be satisfied by a cash payment of £84.7 million on completion of the transaction ("Completion"), which is expected to take place during the first quarter of 2010. To re-finance the cash consideration of £84.7 million plus associated costs and regulatory capital for the Acquisition, Aberdeen today also announces a non pre-emptive placing (the "Placing") of approximately 84 million new ordinary shares of 10p per share (the "Placing Shares"), which represents 8.3% of Aberdeen'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 (the "Appendix"), by way of an accelerated bookbuilt placing of the Placing Shares to be launched immediately following this Announcement.

The assets under management of the Acquired Business were £13.5 billion as at 30 September 2009, with associated annual revenues of approximately £22 million and operating profit of approximately £10 million.

The Acquired Business comprises an established, award-winning and consistently profitable funds of hedge funds ("FoHF") business; a long-only multi-manager business (together, the vast majority of the Acquired Business); and certain private equity and real estate funds of funds. Its products have been sold primarily through RBSWM, which includes a number of leading High Net Worth Individual brands including Coutts & Co.

Aberdeen and RBSWM have entered into a distribution agreement effective from Completion and with a minimum period of five years. This agreement principally covers the funds-of-funds and multi-manager strategies developed by the Acquired Business and provides Aberdeen with a formal relationship with RBSWM, positioning the group to benefit from the global strength of the RBSWM private client franchise, including the UK, the Middle East and Asia.

The key benefits of the Acquisition for Aberdeen are:

●	adds significant further resource and scale to the Company's existing multi-manager business;
●	brings an established alternatives business into the Company, which will provide a meaningful new product capability to complement Aberdeen's existing product range;
●	enhances Aberdeen's global distribution and diversifies the Company's client base through the minimum five year formal agreement with RBSWM;
●	creates anticipated revenue growth opportunities from both the RBSWM distribution relationship and marketing of new product capabilities to Aberdeen's clients; and
●	is expected to be earnings enhancing in the first full year.

Commenting on the Acquisition, Martin Gilbert, Chief Executive of Aberdeen, said:

"Aberdeen has been looking for some time to establish a high quality platform in the alternatives arena, and this exactly fits our requirements. This is a well-run business with an excellent distribution network, which has delivered good performance over a number of years. This transaction fits with our corporate strategy, a key part of which has been to make earnings enhancing acquisitions to complement organic growth.

"The addition of this leading multi-manager and specialist alternatives resource will significantly strengthen our existing multi-asset and multi-manager capability, an area our clients are looking towards as part of their overall asset allocations. This will complement the continued focus on our proven strengths as a long-only manager in equities, fixed income and property.

"A further attractive aspect of this deal is the distribution agreement we have secured with RBS Wealth Management that adds to Aberdeen's already significant global client reach. We are pleased to welcome our new colleagues to the Group where I am sure they will flourish.

"Aberdeen has also reported another quarter of strong performance this morning, with continued inflows into our higher margin equities funds and a strengthened balance sheet."

Bruce Van Saun, RBS Group Chief Financial Officer, said:

"This transaction represents another step in our plan to restructure RBS around its core customer franchises. Aberdeen is a well regarded and well established global asset manager and will be an excellent new owner for the business. We look forward to building an ongoing relationship with Aberdeen primarily focused around the provision of RBS Asset Management's funds of funds and multi-manager products."

A presentation for analysts and institutions will be held at 9am on 8 January 2010 at Aberdeen's offices at Bow Bells House, 1 Bread Street, London EC4M 9HH.

If you would like to register for the live webconference of the presentation, please click on to the following link. Instructions of how to access the event will then be sent to you.

http://mediazone.brighttalk.com/event/Aberdeen/63a7769efb-3414-intro

UK dial in: 0845 111 4061

International dial in: +44 (0) 1452 550 680

Conference ID: 49294856

Those unable to attend the presentation or participate in the live webconference, a replay of the event will be available on the Group's website at www.aberdeen-asset.com as will a copy of the presentation.

BNP Paribas ("BNPP") is acting as Financial Adviser and J.P. Morgan Cazenove Limited ("JPMC") as Corporate Broker to Aberdeen in connection with the Acquisition. JPMC is acting as Sole Bookrunner and BNPP and Canaccord Adams Limited are acting as Joint-Lead Managers and Co-Bookrunners in relation to the Placing.

Enquiries

Aberdeen Asset Management PLC	+44 (0) 20 7463 6000
Martin Gilbert
Bill Rattray

BNP Paribas	+44 (0) 20 7595 2772
Ray Barrett
Ben Canning

J.P. Morgan Cazenove Limited	+44 (0) 20 7588 2828
Ian Hannam
Piers Davison
Neil Haycock

Maitland	+44 (0) 20 7379 5151
Neil Bennett
Charlotte Walsh

Important Information

This summary should be read in conjunction with the full text of the following announcement including the Appendix (together, the "Announcement").

This Announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of any offer to sell or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa.

This Announcement is not an offer of securities for sale in or into the United States. The Placing Shares have not been 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 United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (Directive 2003/71 /EC) (the "Prospectus Directive") (each a "Relevant Member State"), this Announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who initially acquires any securities in the Placing or to whom any offer of securities is made will be deemed to have acknowledged and agreed that they are such a Qualified Investor.

In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the securities acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they have been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than their offer or resale in a Relevant Member State to Qualified Investors or in circumstances in which the prior consent of JPMC, in the case of the Placing Shares, has been obtained to each such proposed offer or resale.

In the United Kingdom, this Announcement is only addressed to Qualified Investors who are persons (i) who have professional experience in matters relating 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) (high net worth companies, incorporated associations, etc.) of the Order; and (c) other persons to whom it may otherwise lawfully be communicated (such persons together being referred to as "FPO Persons").

No prospectus has been or will be published in connection with the Placing.

This Announcement is for information purposes only and does not constitute an offer or an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction and should not be relied upon in connection with any decision to acquire the Placing Shares or other securities in the capital of Aberdeen.

This Announcement has been issued by and is the sole responsibility of Aberdeen. JPMC, J.P. Morgan Securities Ltd. ("JPMSL"), BNPP and Canaccord Adams Limited ("Canaccord") (together, the "Syndicate") are acting for Aberdeen in connection with the Acquisition and the Placing and no one else and will not be responsible to anyone other than Aberdeen for providing the protections afforded to each of their respective clients or for providing advice in relation to the Acquisition and Placing. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Syndicate or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Aberdeen or the Syndicate that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Aberdeen and the Syndicate to inform themselves about, and to observe, any such restrictions.

Certain statements in this Announcement are forward-looking statements which are based on Aberdeen's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Aberdeen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

ABERDEEN ASSET MANAGEMENT PLC

The Acquisition

The assets under management ("AuM") of the Acquired Business were £13.5 billion as at 30 September 2009, with associated annual revenues of approximately £22 million and operating profit of approximately £10 million.

The Acquired Business comprises an established, award-winning and consistently profitable funds of hedge funds ("FoHF") business; a long-only multi-manager business (together, the vast majority of the Acquired Business); and certain private equity and real estate funds of funds. Its products are sold primarily through RBS Wealth Management ("RBSWM"), which includes a number of leading High Net Worth Individual ("HNWI") brands including Coutts & Co.

Relationship with RBSWM

The parties have agreed the terms of a long-term distribution arrangement ("Distribution Agreement") between Aberdeen, Aberdeen Asset Managers Limited, RBS Asset Management (Cayman) Limited (which will be acquired by Aberdeen), Coutts & Co. (as co-ordinator) and the following Distributors: The Royal Bank Of Scotland plc, acting through its Private Banking Division and through the names of Drummonds and Child & Co; National Westminster Bank PLC, acting through its Private Banking Division; Coutts & Co; Adam & Company PLC; RBS Coutts Bank Limited and Ulster Bank Wealth.

The Distribution Agreement principally covers the funds of funds and multi-manager strategies developed by the Acquired Business and provides Aberdeen with a formal relationship with RBSWM, positioning the group to benefit from the global strength of the RBSWM private client franchise, including the UK, the Middle East and Asia.

The Distribution Agreement will remain in force for a minimum of five years from the date of Completion and thereafter shall continue unless terminated by a Distributor or Aberdeen giving twelve months' notice in writing.

Background to and reasons for the Acquisition

Aberdeen's strategy is to develop its investment capability and distribution platforms in order to grow and enter new markets and segments where the Board believes it has a sustainable competitive edge. Aberdeen has continued to pursue this strategy through organic growth and a number of successful acquisitions, adding scale, distribution and capabilities in key markets. The Acquisition is consistent with this strategy and provides the following benefits for Aberdeen shareholders and clients:

●	Adds significantly further resource and scale to the Company's existing multi-manager business;
●	Brings an established alternatives business into the Company, which will provide a meaningful new product capability to complement Aberdeen's existing product range;
●	Enhances Aberdeen's global distribution and diversifies the Company's client base through the minimum five year formal agreement with RBSWM:
	●	further diversifies Aberdeen's existing client base in the HNWI market; and
	●	provides access to the distribution network of RBSWM through the Distribution Agreement, as described above;
●	Creates anticipated revenue growth opportunities from both the RBSWM distribution relationship and marketing of new product capabilities to Aberdeen's clients; and
●	Is expected to be earnings enhancing in the first full year.

Information on the Acquired Business

The Acquired Business primarily comprises an established, award-winning and consistently profitable FoHF business and long-only multi-manager business. Its products are sold mainly (98%) through RBSWM, which includes a number of leading HNWI brands, including Coutts & Co.

The majority (by product) of the Acquired Business's AuM are held within collective investment vehicles, including open-ended, long-only multi-manager funds domiciled in the UK and Ireland as well as FoHF and general partner entities domiciled in the Cayman Islands and Channel Islands.

The primary operating location of the Acquired Business is London.

AuM by asset class (30 September 2009)

	£ billion
Long-only multi-manager	9.1
Funds of hedge funds	4.0
Other funds of alternatives	0.4
	13.5

Migration of the Acquired Business

The Acquired Business will be migrated onto Aberdeen's systems following a transitional period. RBS will provide certain transitional services to Aberdeen.

Personnel including management associated with the Acquired Business will transfer to Aberdeen at Completion. They will move to Aberdeen's existing premises at Bow Bells House, 1 Bread Street, London EC4M 9HH. Senior management of the Acquired Business will report to Anne Richards, Chief Investment Officer of Aberdeen.

The Acquired Business will operate under the Aberdeen brand from Completion. Rights to existing brand names used by the Acquired Business (such as 'Orbita' and 'Novus') will be acquired by Aberdeen.

Aberdeen does not anticipate that any one-off costs associated with the migration and integration of the Acquired Business will be material.

Financial effects of the Acquisition

The Board of Aberdeen expects the Acquisition to be earnings enhancing in the first full year.

The Acquisition is anticipated to provide the opportunity to generate additional revenues through further diversification of Aberdeen's distribution capability, with the potential for Aberdeen products to be accessible through RBSWM's platform. There will also be anticipated revenue generation opportunities from the sale of new product capability to Aberdeen's existing clients. The Board expects the Acquisition to diversify Aberdeen's overall client base providing more opportunities to cross-sell its product range.

Timetable to Completion

Assuming all conditions are satisfied, Aberdeen currently expects the Acquisition to complete during the first quarter of 2010.

Additional Information

BNPP is acting as Financial Adviser and JPMC as Corporate Broker to Aberdeen in connection with the Acquisition.

The Placing

To refinance the cash consideration of £84.7 million plus associated costs and regulatory capital for the Acquisition, Aberdeen also announces a non pre-emptive Placing of approximately 84 million new ordinary shares of 10p per share (the "Placing Shares"), which represents 8.3% of Aberdeen'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 by way of an accelerated bookbuilt placing of the Placing Shares (the "Bookbuild") to be launched immediately following this Announcement. JPMC is acting as Sole Bookrunner (the "Bookrunner") and BNPP and Canaccord are acting as Joint-Lead Managers and Co-Bookrunners.

The number of Placing Shares and the price at which the Placing Shares are to be placed will be determined at the close of the Bookbuild process and will be announced shortly thereafter. The timing for the close of the Bookbuild, pricing and allocations is at the absolute discretion of the Bookrunner. Preference in allocation of the Placing Shares will be given to existing shareholders of the Company.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued shares of Aberdeen, including the right to receive all dividends and other distributions declared, made or, paid after the date of the issue. Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and to be admitted to trading by the London Stock Exchange plc (the "LSE") on its main market for listed securities (together "Admission"). Settlement of payment for the Placing Shares issued pursuant to the Placing is expected to take place on 13 January 2010. The Placing is conditional on Admission becoming effective. It is expected that Admission will take place on or before 13 January 2010 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements, confirmations and undertakings, contained in the Appendix to this Announcement.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix.

Current trading of Aberdeen

Aberdeen announced its annual results to 30 September 2009 on 30 November 2009 and the annual report was posted to shareholders on 18 December 2009. Aberdeen and its subsidiary undertakings (the "Group") earned an underlying profit before taxation, stated before exceptional items and amortisation of intangible assets, of £85.1 million for the year on revenues of £421.9 million (2008: underlying profit before taxation of £95.1 million on revenue of £430.1 million).

As disclosed in the Interim Management Statement published today, the first quarter of the new financial year has seen global markets continue in the more settled vein which emerged from mid-2009. Aberdeen's new business flows continue to build momentum, with the majority of flows being into the higher margin equity products and the Company is trading ahead of budget. Assets under management at 31 December 2009 were £144.1 billion.

Enquiries

Aberdeen Asset Management PLC	+44 (0) 20 7463 6000
Martin Gilbert
Bill Rattray

BNP Paribas	+44 (0) 20 7595 2772
Ray Barrett
Ben Canning

J.P. Morgan Cazenove Limited	+44 (0) 20 7588 2828
Ian Hannam
Piers Davison
Neil Haycock

Maitland	+44 (0) 20 7379 5151
Neil Bennett
Charlotte Walsh

NOTES TO EDITORS

Aberdeen Asset Management PLC

Aberdeen Asset Management PLC is an international asset management group, managing assets for institutional and retail clients from offices around the world.

Our mission is to deliver superior fund performance across diverse asset classes in which we believe we have a sustainable competitive edge.

Total Group assets under management and advice were £144.1 billion (€162.2 billion, $232.7 billion) as at 31 December 2009. For further information please visit www.aberdeen-asset.com

This information is provided by RNS

The company news service from the London Stock Exchange

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (Directive 2003/71 /EC) (the "Prospectus Directive") (each a "Relevant Member State"), this Announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1 )(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who initially acquires any securities in the Placing or to whom any offer of securities is made will be deemed to have acknowledged and agreed that they are such a Qualified Investor.

No prospectus has been or will be published in connection with the Placing.

This Announcement has been issued by and is the sole responsibility of Aberdeen. JPMC, JPMSL, BNPP and Canaccord (together, the "Syndicate") is acting for Aberdeen in connection with the Acquisition and the Placing and no one else and will not be responsible to anyone other than Aberdeen for providing the protections afforded to each of their clients or for providing advice in relation to the Acquisition and Placing. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Syndicate or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

APPENDIX: FURTHER DETAILS 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. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, confirmations and undertakings contained in this Appendix. In particular each such Placee represents, 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 allocated to 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 acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of JPMC has been given to the offer or resale, or (b) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

(c)	unless otherwise specifically agreed with JPMC, it is acquiring the Placing Shares 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 institutional buyer" ("QIB") (as defined in Rule 144A under the Securities Act) and has duly executed an investor letter in a form provided to it and delivered the same to JPMC or its affiliate.

The Company and JPMC will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

The distribution of this Announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Syndicate or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Syndicate to inform themselves about and to observe any such restrictions.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Jersey or Japan or any other jurisdiction outside the United Kingdom.

No prospectus or other offering document has been or will be submitted to be approved by the Financial Services Authority (the "FSA") in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement, the Pricing Announcement (as defined below) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"). Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of JPMC or the Company other than the Publicly Available Information and none of JPMC, the Company nor any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

This Announcement does not constitute, or form part of, an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act or in a transaction not involving any public offering.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and the Placing Shares

The Syndicate has entered into a Placing Agreement (the "Placing Agreement") with the Company under which JPMC has, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares and, subject to JPMC having procured sufficient Placees, to the extent that such Placees fail to subscribe for all the Placing Shares, for JPMSL, BNPP and Canaccord to subscribe for the unsubscribed Placing Shares at the Placing Price.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

In this Appendix, unless the context otherwise requires, Placee means a person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the FSA for admission of the Placing Shares to the Official List of the UK Listing Authority and to LSE for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 13 January 2010 and that dealings in the Placing Shares will commence at that time.

Bookbuild

JPMC will today commence the bookbuilding process in respect to the Placing to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

JPMC and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1	JPMC is arranging the Placing as sole bookrunner and 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, BNPP and Canaccord. JPMC and its affiliates are entitled to enter bids in the Bookbuild as principal.

3	The Bookbuild 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 agreed between JPMC and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Pricing Announcement").

4	To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at JPMC, BNPP and Canaccord. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for 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 JPMC on the basis referred to paragraph 8 below.

5	The Bookbuild is expected to close no later than 5:00p.m. (GMT) on 8 January 2010 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 the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6	Each Placee's allocation will be confirmed to Placees orally by JPMC following the close of the Placing, and a trade confirmation will be dispatched as soon as possible thereafter. JPMC's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of JPMC and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association.

7	The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price 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 their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. JPMC may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

9	A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with JPMC's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to JPMC, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. Each Placee's obligations will be owed to the Company and 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 such Placee'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 acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

12	All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13	By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14	To the fullest extent permissible by law, neither JPMC nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither JPMC nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of JPMC's conduct of the Bookbuild or of such alternative method of effecting the Placing as JPMC and the Company may agree.

Conditions of the Placing

The Syndicate's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)	Admission taking place not later than 8.00 a.m. (GMT) on 13 January 2010 or such later time and/or date as may be agreed between the Company and the Syndicate;

(b)	the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading in any respect on and as of the date of the Placing Agreement and at any time before Admission;

(c)	the fulfilment by the Company of its obligations under the Placing Agreement which are required to be performed or satisfied on or prior to Admission;

(d)	the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(e)	publication of the Pricing Announcement through a Regulatory Information Service by no later than 8:00 a.m. (GMT) on 11 January 2010 (or such later time and/or date as the Company and the Syndicate may agree).

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Syndicate by the respective time or date where specified therein (or such later time or date as the Company and the Syndicate may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Syndicate may, at its discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement save that the above condition relating to Admission taking place and the publication of the Pricing Announcement may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Syndicate nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Syndicate.

By participating in the Placing each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and will not be capable of rescission or termination by it.

Right to terminate under the Placing Agreement

The Bookrunner or JPMSL may, after such consultation with the Company as shall in the circumstances be reasonably practicable, at its absolute discretion by notice to the Company terminate the Placing Agreement at any time prior to Admission if, inter alia:

(a)	there shall have come to the notice of the Bookrunner or JPMSL (i) any breach of, or any event rendering untrue or incorrect, any of the representations and warranties of the Company contained in the Placing Agreement or (ii) any failure by the Company to perform any of its undertakings or agreements under the Placing Agreement, which makes it in the opinion of the Bookrunner or JPMSL (as the case may be) (acting in good faith) impracticable or inadvisable to proceed with the offer, sale or delivery of the Placing Shares on the terms and in the manner contemplated in the Placing Agreement; or

(b)	any of the conditions specified in the Placing Agreement has not been satisfied or waived by the Bookrunner or JPMSL (as the case may be) by the date specified therein (or such later time and/or the date as the Company and the Bookrunner or JPMSL (as the case may be) may agree); or

(c)	there has been, in the opinion of the Bookrunner or JPMSL (as the case may be) (acting in good faith) since the time of execution of the Placing Agreement, any event having a material adverse effect on the trading position, condition (financial or other), business, properties, prospects, management, results of operations or general affairs of the Company or the Group; or

(d)	the application of the Company for Admission is withdrawn or refused by the UKLA or the London Stock Exchange plc; or

(e)	if in the opinion of the relevant member of the Bookrunner or JPMSL (as the case may be) (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, the NASDAQ National Market or the New York Stock Exchange; (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over the counter market; (iii) a material disruption in securities settlement, payment or clearance services in the United Kingdom shall have occurred; (iv) any moratorium on commercial banking activities shall have been declared by United States Federal or New York State or United Kingdom authorities, or the European Central Bank; or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, political, economic or stock market conditions (primary or secondary), currency exchange rates or controls or any calamity or crisis that, in each case, in the judgment of the Bookrunner or JPMSL (as the case may be), is material and adverse and which, individually or together with any other event specified in this paragraph, makes it, in the judgment of the Bookrunner or JPMSL (as the case may be) (acting in good faith), impracticable or inadvisable to proceed with the offer, sale or delivery of the Placing Shares on the terms and in the manner contemplated in the Placing Agreement.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, Placees agree that the exercise by the Bookrunner or JPMSL of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner or JPMSL (as the case may be) and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Syndicate or any other person and neither the Syndicate nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0000031285 following Admission will take place within the CREST system, subject to certain exceptions, but JPMC reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within the system administered by Euroclear UK & Ireland Limited ("CREST") within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with JPMC, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to JPMC and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with JPMC.

It is expected that settlement will be on 13 January 2010 on a T+3, unless otherwise notified by JPMC, basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by JPMC.

Each Placee is deemed to agree that, if it does not comply with these obligations, JPMC may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for JPMC's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1	represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2	acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

3	acknowledges that the Ordinary Shares are listed on the Official List of the FSA, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4	acknowledges that neither the Syndicate nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement (including the Appendix); nor has it requested any of the Syndicate, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

5	acknowledges that the content of this Announcement (including the Appendix) is exclusively the responsibility of the Company and that neither the Syndicate 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 information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Syndicate or the Company and neither the Syndicate nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

6	represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7	acknowledges that neither the Syndicate nor any person acting on behalf of it nor any of its affiliates has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8	if the Placing Shares were offered to it in the United States, represents and warrants that in making its investment decision, (i) it has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, State and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, the US Investment Company Act of 1940, as amended, and the Securities Act, (ii) it has received all information concerning the Company, the Placing and the Placing Shares that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares, (iii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares, and (iv) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Placing Shares, and it and any accounts for which it is subscribing Placing Shares are each able to bear the economic risk of an investment in the Placing Shares, are able to sustain a complete loss of the investment in the Placing Shares and have no need for liquidity with respect to its investment in the Placing Shares, will not look to the Company or the Syndicate for all or part of any such loss or losses it or they may suffer, and have no reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Placing Shares;

9	represents and warrants that it is, and at the time the Placing Shares are acquired will be, either (i) a QIB or acquiring on behalf of a QIB in accordance with an exemption from registration under the Securities Act who has returned an "investor letter" substantially in the form provided or (ii) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

10	acknowledges that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which (if in the United States) is a QIB, for investment purposes and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

11	acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

12	acknowledges that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and represents and warrants on its own behalf and on behalf of any accounts for which it is acting that, so long as the Placing Shares are "restricted securities", it will not deposit the Placing Shares into any unrestricted depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares and understands that the Placing Shares will not settle or trade through the facilities of the Depository Trust Corporation, the NYSE, NASDAQ or any other US exchange or clearing system;

13	represents and warrants that it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except (i) in an offshore transaction in accordance with Regulation S under the Securities Act; (ii) in the United States to persons that it or any persons acting on its behalf reasonably believe are QIBs pursuant to Rule 144A under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (if available) or (iv) pursuant to an effective registration statement under the Securities Act and that, in each such case, such offer, sale, pledge, or transfer will be made in accordance with all applicable securities laws;

14	acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

15	represents and warrants that it is not a "benefit plan investor" (within the meaning of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or other employee benefit plan subject to any US federal, state, local or other law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the US Internal Revenue Code of 1986, as amended, and that it will not sell or otherwise transfer any Placing Shares or any interest therein unless the transferee makes or is deemed to make the representations and warranties set forth in this paragraph 15, and the purchaser acknowledges and agrees that any purported transfer of Placing Shares or any interest therein that does not comply with this paragraph 15 will not be effective and will not be recognised by the Company;

16	unless otherwise specifically agreed in writing with JPMC, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa;

17	acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

18	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 not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

19	represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

20	if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state) (the "Prospectus Directive"), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the prior consent of JPMC has been given to the offer or resale;

21	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 sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

22	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 in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

23	represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

24	represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

25	if in a Member State of the European Economic Area, unless otherwise specifically agreed with JPMC in writing, represents and warrants that it is a "qualified investor" within the meaning of the Prospectus Directive;

26	if in the UK, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling with Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

27	represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereafter and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Syndicate, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

28	represents and warrants that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its 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 and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

29	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 Shares may be placed with other subscribers or sold as JPMC may in its sole discretion determine and without liability to such Placee;

30	acknowledges that none of the Syndicate, nor any of its affiliates, nor any person 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 in connection with the Placees and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of any member of the Syndicate and that the Syndicate has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31	undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. No member of the Syndicate nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and JPMC in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of JPMC who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

32	acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or JPMC in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

33	agrees that the Company, the Syndicate and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to JPMC on its own behalf and on behalf of the Company and are irrevocable;

34	agrees to indemnify and hold the Company, the Syndicate and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

35	acknowledges that no action has been or will be taken by any of the Company, the Syndicate or any person acting on behalf of the Company or JPMC that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

36	acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

The Company will, subject to certain exceptions set out in the Placing Agreement, pay, inter alia, any UK stamp duty or stamp duty reserve tax that arises in connection with Placees' subscription for, or acquisition of, Placing Shares pursuant to the Placing. However, neither the Company nor JPMC is liable to pay any stamp duty or stamp duty reserve tax that arises in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. Nor is the Company, or JMPC, liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom or Jersey. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Syndicate does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Syndicate or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with JPMC, any money held in an account with JPMC on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from JPMC's money in accordance with the client money rules and will be used by JPMC in the course of its own business and the Placee will rank only as a general creditor of JPMC.

All times and dates in this Announcement may be subject to amendment by JPMC (in its sole discretion). JPMC shall notify the Placees and any person acting on behalf of the Placees of any changes.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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