28th Apr 2006 07:02
Yell Group plc28 April 2006 NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES This announcement does not represent an offer of securities in the United Statesand the securities referred to herein may not be offered in the United Statesabsent registration under the US Securities Act of 1933, as amended or anexemption from registration. Yell Group plc 28 April 2006 Proposed Acquisition by Yell Group plc of Telefonica Publicidad e Informacion,S.A. for €3.3bn (£2.3bn) Applying Yell's proven strategy and best practice in substantial new growthmarkets • Yell Group plc ("Yell" or the "Company") announced today that it hasentered into an agreement with Telefonica S.A. ("Telefonica") to acquire its59.905% stake in Telefonica Publicidad e Informacion, S.A. ("TPI") by way of anall cash public tender offer ("the Offer") for the entire issued share capitalof TPI (the "Acquisition"). The Acquisition values the equity of TPI at €3,069million (£2,125 million). Yell will also assume or refinance TPI's estimated netdebt of €220 million (£152 million)(1) as at 31 March 2006. • The Offer will amount to €8.50 in cash for each TPI Share. TPIshareholders will also be entitled to retain the declared 2005 dividend of €0.40per TPI share to be paid on 5 May 2006 - The Offer represents a discount of 4.9% to the closing middle market priceof €8.94 per TPI share on 27 April 2006 (being the latest practicable date priorto the date of this announcement) - The Offer represents a premium of 22.3% to the average price of €6.95 forthe 3 months prior to 18 January 2006 (the period prior to the estimatedcommencement of speculation regarding a possible takeover of TPI). • TPI is the leading publisher of print and online directories in Spainwhere it publishes 182 directories and distributes over 36 million copies. TPIalso has significant positions in a number of Latin American countries includingleadership positions in Peru and Chile. • TPI is a substantial and complementary extension to Yell's existingbusiness, adding a third leg to its highly successful operations in the UK andthe US. • By refocusing TPI on its core print and online directories business andtransferring Yell's proven strategy and best practices to Spain and TPI's othermarkets, Yell expects to deliver significant revenue and margin improvements toTPI's businesses, as well as material cost synergies. • The Acquisition is expected to be earnings enhancing in the first fullyear after completion and deliver a return on capital in excess of 8.0% by thefourth full year as expected growth rate and profitability improvements aredelivered. • The transaction will be funded, following a full refinancing of Yell'sexisting borrowings, by a combination of new senior secured credit facilitiesand the net proceeds of a proposed equity placing of approximately £350 million. • The Acquisition is conditional on Yell shareholder approval, authorisationof the Offer by the CNMV, Spain's market regulator, and customary regulatoryapprovals. The Acquisition is expected to complete in July 2006. John Condron, Chief Executive Officer of Yell, said: "TPI is a high quality directory business in Spain, one of Europe's largest andmost attractive economies. It is a business we have looked at for a long timeand we are confident it will add significant value to Yell. We have shared ourstrategic thinking with TPI's senior management and we believe there isconsiderable growth to be achieved by focusing TPI back to its core businesses,simplifying its operations and benefiting from a sharing of best practice. Webelieve that the strategy of 'winning, keeping and growing' customers that hasdriven our strong organic growth in the UK and in the US will also successfullydrive renewed growth in these new and substantial markets. We look forward toworking with TPI's existing management team led by its Chief Executive Officer,Javier Aguilera." John Davis, Chief Financial Officer of Yell, said: "This is a strong value creation move. We have identified substantial revenueand margin upside as well as valuable cost synergies. Our equity placing coupledwith our debt re-financing maintains our capacity to continue to drive our UKand US expansion programmes. The enlarged group's strong cash flows will rapidlypay down debt as well as supporting our existing policy of growing dividends inline with earnings." Enquiries Yell• Jill Sherratt: +44 (0) 118 950 6984 / +44 (0) 7764 879808 (mobile)• Jon Salmon: +44 (0) 118 950 6656 Deutsche Bank• Geoffrey Austin: +44 (0) 207 547 7142• Michael Stock: +44 (0) 20 7547 6764 Goldman Sachs• Simon Dingemans: +44 (0) 20 7774 4615• Chris Bischoff: +44 (0) 20 7552 4619 Citigate Dewe Rogerson• Anthony Carlisle: +44 (0) 20 7638 9571 / +44 (0) 7973 611 888 (mobile)• Anthony Kennaway: +44 (0) 20 7282 1076• Michael Berkeley: +44 (0) 20 7638 9571 This announcement may not be distributed, directly or indirectly, in or into theUnited States or any jurisdiction in which such publication or distribution isunlawful. This announcement does not constitute or form part of an offer tosell or issue, or any solicitation of an offer to buy or subscribe for, anysecurities referred to herein in any jurisdiction, including, withoutlimitation, the United States. The placing, and the distribution of thisannouncement and other information in connection with the placing in certainjurisdictions, may be restricted by law and persons into whose possession anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. Goldman Sachs International and Merrill Lynch International, which are eachauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for the Company and no one else in connectionwith the Placing and the other matters referred to in this announcement. Theywill not regard any other person as their respective clients and will not beresponsible to anyone other than the Company for providing the protectionsafforded to their respective clients nor for giving advice in relation to thePlacing and the other matters referred to herein. Deutsche Bank AG London, which is authorised by Bundesanstalt furFinanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority(FSA); regulated by the FSA for the conduct of UK business and a member of theLondon Stock Exchange, is acting exclusively for the Company and no one else inconnection with the Placing and the other matters referred to in thisannouncement. They will not regard any other person as their respective clientsand will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients nor for giving advice inrelation to the Placing and the other matters referred to herein. There will be no public offering in the United States. The securities referredto herein have not and will not be registered under the Securities Act. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can beidentified by the use of forward-looking terminology, including inter alia theterms "believes", "plans", "expects", "may", "will", or "should" or, in eachcase, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical factsand include statements regarding the Company's intentions, beliefs or currentexpectations concerning, among other things, the Company's results ofoperations, financial condition, liquidity, prospects, growth, strategies, theoutlook for relevant markets and the proposed Acquisition of TPI. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statements may andoften do differ materially from actual results. Any forward-looking statementsin this announcement reflect the Company's view with respect to future events asat the date of this announcement and are subject to risks relating to futureevents and other risks, uncertainties and assumptions relating to the Company'soperations, results of operations, growth strategy and liquidity. Save as required by relevant law or regulation, the Company undertakes noobligation publicly to release the results of any revisions to anyforward-looking statements in this announcement that may occur due to any changein its expectations or to reflect events or circumstances after the date of thisannouncement. Information in this announcement or any of the documents relatingto the Placing should not be relied upon as a guide to future performance. NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES This announcement does not represent an offer of securities in the United Statesand the securities referred to herein may not be offered in the United Statesabsent registration under the US Securities Act of 1933, as amended or anexemption from registration. Yell Group plc 28 April 2006 Introduction • Yell Group plc ("Yell" or the "Company") announced today that it hasentered into an agreement with Telefonica S.A. ("Telefonica") to acquire its59.905% stake in Telefonica Publicidad e Informacion, S.A. ("TPI") by way of anall cash public tender offer ("the Offer") for the entire issued share capitalof TPI (the "Acquisition"). The Acquisition values the equity of TPI at €3,069million (£2,125 million). Yell will also assume or refinance TPI's estimated netdebt of €220 million (£152 million)(2) as at 31 March 2006. • The Offer will amount to €8.50 in cash for each TPI Share. TPIshareholders will also be entitled to retain the declared 2005 dividend of €0.40per TPI share to be paid on 5 May 2006 - The Offer represents a discount of 4.9% to the closing middle market priceof €8.94 per TPI share on 27 April 2006 (being the latest practicable date priorto the date of this announcement) - The Offer represents a premium of 22.3% to the average price of €6.95 forthe 3 months prior to 18 January 2006 (the period prior to the estimatedcommencement of speculation regarding a possible takeover of TPI). Acquisition rationale • TPI is a substantial and complementary extension to Yell's existingbusiness, taking Yell into Spain, one of Europe's largest and fastest growingmarkets, as well as into a number of attractive Latin American countries. TheAcquisition, which comes with the active support of management, bringssignificant opportunities to grow TPI's revenue and margins. • TPI is the leading publisher of printed and online directories in Spainwith an estimated market share of 90% and powerful brand recognition. In Spain,TPI publishes 182 directories with a distribution of over 36 million copies. TPIalso has significant positions in a number of Latin American countries includingleadership positions in Peru and Chile. • GDP growth in Spain, TPI's primary market, has outpaced that of Europe andthe UK recently. In addition, the unregulated directories market exhibits lowprint usage, low print and low internet penetration as well as low averagerevenue per advertiser ("ARPA") relative to Yell's experience in its existingmarkets and levels seen elsewhere in Europe. This is expected to provide Yellwith significant opportunities to grow and to develop the business in Spain. • Yell intends to refocus TPI's business on the core print and onlinedirectory operations, simplifying activities and transferring proven bestpractices: - print initiatives will include: building usage by refocusing advertising andpromotion spend on the core product, improving the comprehensiveness ofdirectories and speeding up book distribution; and growing ARPA by refocusingthe sales force on the core product, reinvesting in the sales force, redesigningthe discounting programme and simplifying the rate card - internet initiatives will include developing a more focused sales force withexpertise in the internet offering, accelerating the unbundling of internet fromprint, reviewing and simplifying the pricing structure, improving sales forceincentivisation and leveraging Yell's experience with yell.com. • Yell believes that together these strategies will deliver substantialrevenue and margin improvements in TPI's operations. In particular: - Yell anticipates accelerating the Spanish print business's growth from the2.4% p.a. seen over the last two years to approximately 5% p.a. by 2008/2009 - Yell is planning to improve internet revenue growth in Spain from the 12.9%p.a. seen over the last two years to approximately 40% p.a. by 2008/2009. • Yell also expects the Acquisition to deliver total cost synergies ofapproximately €22 million (£15 million) per annum by 2008/2009. These synergiesare driven by economies of scale and improved purchasing power together with therenegotiation of contracts and consolidation of IT operations. Financial impact • For the financial year ended 31 December 2005, TPI reported revenue underIFRS of €653.9 million (£454.1 million) and EBITDA of €219.3 million (£152.3million)(3). • Yell anticipates revenue opportunities and cost synergies to lead togrowth in TPI's EBITDA margin from 33.7% in 2005 to approximately 41% by the2008/2009 financial year. • Yell expects the Acquisition to be earnings enhancing in the 2007/2008financial year, being the first full year following completion. • The Acquisition and its financing will lead to a reduction in Yell's costof capital. The annual return on capital from the Acquisition is expected to bein excess of 8.0% by the fourth full year. • The financing of the Acquisition of TPI maintains Yell's flexibility tofund further US growth. • The enlarged group's strong cash flows will enable rapid de-levering aswell as supporting Yell's existing policy of growing dividends in line withearnings. Financing • The Acquisition will be financed using proceeds of a placing of new sharesexpected to raise approximately £350 million (the "Placing") net of costs andborrowings made under new senior secured credit facilities of up to £4,650million, fully underwritten by Citigroup Global Markets Limited, Deutsche BankAG ("Deutsche Bank"), Goldman Sachs International ("Goldman Sachs") and HSBCBank plc. In addition, these banks will provide Yell with an ongoing revolvingcredit facility of £400 million. • The new secured credit facilities will be used, inter alia: (i) to financethe Acquisition; (ii) to refinance all of Yell's existing senior bank debt ofapproximately £1,659 million(4); (iii) to redeem in full Yell's existing SeniorNotes; and (iv) to bridge the receipt of the proceeds of the Placing. • The revolving credit facility will be available to fund the generalcorporate and working capital purposes of the Group. • Assuming 100% acceptances and the completion of the proposed equityplacing, net debt for the Yell Group following the completion of the Acquisitionis initially expected to be below 5.5x expected EBITDA for the financial year2006/2007. Yell expects to de-lever rapidly thereafter. Placing • Yell intends to finance the acquisition in part with the proceeds of aPlacing of up to ten per cent of Yell's current issued share capital orapproximately £350 million. The Placing, which is being arranged by DeutscheBank, Goldman Sachs and Merrill Lynch International ("Merrill Lynch"), will bethe subject of an accelerated bookbuild. The Placing is not underwritten. In theevent that the Acquisition does not complete, the funds raised through thePlacing will be used for general corporate purposes. • The books will open with immediate effect. The books are expected to closeno later than 4.00 p.m. on Friday, 28 April 2006, and pricing and allocationsare expected to be announced by 5.00 p.m. The timing of the closing of thebooks, pricing and allocations may be accelerated at the absolute discretion ofDeutsche Bank, Goldman Sachs and Merrill Lynch. The placing price (the "PlacingPrice") in respect of the new ordinary shares to be issued by the Companypursuant to the Placing (the "Placing Shares") will be determined by DeutscheBank, Goldman Sachs and Merrill Lynch at the close of the bookbuild process. • Details of the Placing Price and the number of Placing Shares will beannounced by the Company as soon as practicable after the close of thebookbuild. • The Placing Shares will, when issued, be credited as fully paid and willrank pari passu in all respects with the existing issued ordinary shares ofYell, including the right to receive all dividends and other distributionsdeclared, made or paid in respect of such ordinary shares after the date ofissue of the Placing Shares. • Application will be made for the Placing Shares to be admitted to theOfficial List maintained by the Financial Services Authority and to be admittedto trading by the London Stock Exchange plc on its market for listed securities(together 'Admission'). Admission is expected to take place at 8:00 am on 4 May2006. • Attention is drawn to the detailed terms and conditions of the Placing setout in the Appendix to this announcement. The Enlarged Group • TPI is expected to be substantially integrated by the end of the calendar2007. • Pro forma 2005/2006 financial year revenues by geography are expected tobe split 33% UK, 47% US, 17% Europe and 4% Latin America. Currently, UK and USArevenues account for 41% and 59% of total Yell Revenues respectively. • Yell and TPI's combined businesses will publish 1,270 directories acrossthe UK, the US, Spain, Argentina, Brazil, Chile and Peru. • The enlarged Yell group will employ approximately 9,000 -10,000 salesexecutives. • Yell looks forward to working with TPI's existing management team, led byJavier Aguilera (Chief Executive Officer), Ana Garcia Fau (Chief FinancialOfficer) and Jesus Figueroa (Chief Commercial Officer). Agreement with Telefonica and conditions to closing • Yell has entered into an agreement with Telefonica to make an all-cashpublic tender offer for the entire issued share capital of TPI. Telefonica hasundertaken to accept this offer in respect of its entire interest in TPIrepresenting 59.905% of TPI's share capital. Telefonica could, subject tocertain terms and conditions, be released from this undertaking if a third partymade an offer for TPI at a price which exceeded Yell's offer by more than 10%.In these circumstances, Telefonica would be obliged to pay a break fee to Yellof €30 million. • The agreement to acquire the entire Telefonica stake in TPI and thesubsequent launch of the all cash public tender offer for the entire issuedshare capital of TPI is dependent on approval by Yell shareholders, thecustomary regulatory review in Spain, and authorization of the CNMV. • A circular giving further details of the Acquisition and containing anotice of an extraordinary general meeting of Yell to approve the Acquisitionwill be sent to shareholders in the near future. Timetable • The Transaction is expected to be completed in July 2006 on the basis thatthe process to obtain the approval of Yell's shareholders and the Spanishauthorities can be obtained by the end of May. Background information • Spain has recently experienced strong relative GDP growth. GDP growth in2005 was 3.4%, significantly above the GDP growth of 1.5% in Europe(5) and the1.8% in the UK in 2005. • Print usage and penetration in Spain are low relative to the UK and otherEuropean markets5. Print usage is 27% vs. 65% in the UK and print penetration asa percentage of the population is 14% relative to 24% in the UK. • There is relatively low internet penetration in Spain where 37% of thepopulation with access to Internet is online vs. 60% in the UK and 49% inEurope5. Information on Yell • Yell is an international directories business operating in theclassified advertising market through printed, online and telephone-based media. • In the year ended 31 March 2005, Yell published 111 directories in theUK and 565 in the US. In the UK, where it is a leading player in the classifiedadvertising market, it served 501,000 unique advertisers. In the US, where it isa leading independent directories business, it served 455,000 uniqueadvertisers. Subsequent to the year end, Yell acquired Transwestern and with it332 directories in the US. • Yell's brands in the UK are Yellow Pages, Business Pages, Yell.com andYellow Pages 118 24 7, and in the US are Yellow Book and Yellowbook.com, all ofwhich are trademarks. Information on TPI • TPI is the leading publisher of directories (printed and online) inSpain (estimated market share of 90%) and a leading publisher in Latin America(No 1 in Peru and Chile). TPI publishes 182 directory titles in Spain, where itsbook distribution exceeds 36 million copies(6), and 80 directory titles in LatinAmerica. • TPI's core business is the publication and distribution of directories,guides and specialised magazines, in printed and online form. • TPI is headquartered in Madrid, is listed on the Spanish stock exchangeand is a constituent of the IBEX-35 and New Market (IbexNM) indices. As at 27April 2006, its market capitalisation stood at €3,068 million. • The shares of TPI are currently held as to 59.905% by Telefonica, withthe remaining 40.095% held by minority shareholders. • As at 31 December 2005, TPI had 2,942 employees(7). • For the financial year ended 31 December 2005, TPI reported under IFRSrevenue of €653.9 million (£454.1 million), EBITDA of €219.3 million (£152.3million) and profit before tax of €190.4 million (£132.2 million)(8). As at 31December 2005, TPI had gross assets of €769.6m (£534.4 million). • Further financial information, including an accountants' report on TPI,will be included in the Circular. Analyst / Investor Meeting There will be a presentation with analysts and investors at 8.30 a.m. today atGoldman Sachs International, 120 Fleet Street, EC4A 2BB, London. There will be a dial-in facility for the Yell presentation: UK participant dial in: +44 (0) 208 515 2322 US participant dial in: +1 866 384 2824 With a replay facility: Dial in: +44 (0) 208 515 2499 Pin - 619856# There will also be a live webcast of the presentation, accessible onwww.yellgroup.com. Additional information This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities, pursuant to theproposed offer for TPI securities or otherwise. Any tender of securities of TPIpursuant to the proposed tender offer (the "Tender Offer") should be made solelyon the basis of information contained in the form of offer made to shareholdersof TPI in connection with the Tender Offer as authorised by the CNMV. Deutsche Bank and Goldman Sachs are acting as joint financial advisers andbrokers to Yell in relation to the Acquisition. Deutsche Bank, Goldman Sachs andMerrill Lynch are acting as joint global co-ordinators and bookrunners inrelation to the Placing. Goldman Sachs and Merrill Lynch are brokers to Yell. Enquiries Yell• Jill Sherratt: +44 (0) 118 950 6984 / +44 (0) 7764 879808 (mobile)• Jon Salmon: +44 (0) 118 950 6656 Deutsche Bank• Geoffrey Austin: +44 (0)207 547 7142• Michael Stock: +44 (0) 20 7547 6764 Goldman Sachs• Simon Dingemans: +44 (0) 20 7774 4615• Chris Bischoff: +44 (0) 20 7552 4619 Citigate Dewe Rogerson• Anthony Carlisle: +44 (0) 20 7638 9571 / +44 (0) 7973 611 888 (mobile)• Anthony Kennaway: +44 (0) 20 7282 1076• Michael Berkeley: +44 (0) 20 7638 9571 APPENDIX: TERMS AND CONDITIONS OF THE PLACING Members of the public are not eligible to take part in the Placing. ThisAnnouncement and the terms and conditions set out herein are directed only atpersons whose ordinary activities involve them in acquiring, holding, managingand disposing of investments (as principal or agent) for the purposes of theirbusiness and who have professional experience in matters relating to investmentsand are (1) qualified investors as defined in section 86(7) of the FinancialServices and Markets Act 2000 ('FSMA'), being persons falling within the meaningof Article 2.1(e)(i), (ii) or (iii) of Directive 2003/71/ec (the 'ProspectusDirective') and (2) fall within Article 19(1) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') orare persons who fall within Article 49(2)(a) to (d) ('high net worth companies,unincorporated associations, etc') of the Order or to whom it may otherwiselawfully be communicated (all such persons together being referred to as'relevant persons'). This announcement and the terms and conditions set outherein must not be acted on or relied on by persons who are not relevantpersons. Persons distributing this announcement must satisfy themselves that itis lawful to do so. Any investment or investment activity to which this Appendixand the Terms and Conditions set out herein relate is available only to relevantpersons and will be engaged in only with relevant persons. The announcement doesnot itself constitute an offer for sale or subscription of any securities inYell Group plc (the 'Company'). This Announcement and any offer if made subsequently is only addressed to anddirected at persons in member states of the European Economic Area ("EEA") whoare "qualified investors" within the meaning of Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Relevant Persons who choose to participate in the Placing will be deemed to haveread and understood this Announcement in its entirety and to be participating onthe terms and conditions contained herein, and to be providing therepresentations, warranties, agreements, acknowledgements and undertakings, ineach case as contained in this Appendix. In particular, Placees represent, warrant and acknowledge that they arequalified investors (as defined in section 86(7) of the Financial Services andMarkets Act 2000 ("FSMA")) and undertake that they will acquire, hold, manage ordispose of any Placing Shares that are allocated to them for the purpose oftheir business. In the case of any securities being offered to a financialintermediary 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 such offering havenot been acquired on a non-discretionary basis on behalf of, nor have they havebeen acquired with a view to their offer or resale to, persons in circumstanceswhich may give rise to an offer of securities to the public other than theiroffer or resale in a relevant member state to Qualified Investors or incircumstances in which the prior consent of the Banks has been obtained to eachsuch proposed offer or resale. The Company and the Banks and their respective affiliates, will rely upon thetruth and accuracy of the foregoing representation, acknowledgement andagreement. The Placing Shares that are the subject of the Placing (referred to herein havenot been and will not be registered under the US Securities Act of 1933, asamended (the 'Securities Act'), and may not be offered or sold in the UnitedStates except pursuant to an exemption from, or as a part of a transaction notsubject to, the registration requirements of the Securities Act and thesecurities laws of any applicable state of the United States. There will be nopublic offering of the Placing Shares in the United States. This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction (including, without limitation, the United Kingdom and the UnitedStates) in which such offer or solicitation is or may be unlawful. ThisAnnouncement and the information contained herein is not for publication ordistribution, directly or indirectly, to persons in the United States or in anyjurisdiction in which such publication or distribution is unlawful. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission in the United States orother regulatory authority in the United States, nor have any of the foregoingauthorities passed upon or endorsed the merits of the Placing or the accuracy oradequacy of this Announcement. Any representation to the contrary is a criminaloffence in the United States. 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 or the Banks that would permit an offer of suchPlacing Shares or possession or distribution of this Announcement or any otheroffering or publicity material relating to such Placing Shares in anyjurisdiction where action for that purpose is required. Persons to whoseattention this Announcement is drawn are required by the Company and the Banksto inform themselves about and to observe any such restrictions. Goldman Sachs and Merrill Lynch, which are each authorised and regulated in theUnited Kingdom by the Financial Services Authority, are acting exclusively forthe Company and no one else in connection with the Placing and the other mattersreferred to in this announcement. They will not regard any other person as theirrespective clients and will not be responsible to anyone other than the Companyfor providing the protections afforded to their respective clients nor forgiving advice in relation to the Placing and the other matters referred toherein. Deutsche Bank AG London, which is authorised by Bundesanstalt furFinanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority(FSA); regulated by the FSA for the conduct of UK business and a member of theLondon Stock Exchange, is acting exclusively for the Company and no one else inconnection with the Placing and the other matters referred to in thisannouncement. They will not regard any other person as their respective clientsand will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients nor for giving advice inrelation to the Placing and the other matters referred to herein. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the 'Placing Agreement') withthe Company whereby each of Deutsche Bank AG, London Branch ('Deutsche Bank'),Goldman Sachs International ('Goldman Sachs') and Merrill Lynch International('Merrill Lynch' and together with Deutsche Bank and Goldman Sachs, the'Banks'). The Banks have, subject to the satisfaction of certain conditions setout therein, undertaken severally, and not jointly or jointly and severally, touse reasonable endeavours as agent of the Company to seek to procure Placees forthe Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 1 pennyper share in the capital of the Company ('Ordinary Shares') including the rightto receive all dividends and other distributions declared, made or paid inrespect 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 tosubscribe for Placing Shares has been given. Application will be made to the Financial Services Authority (the 'FSA') foradmission of the Placing Shares to the Official List of the FSA (the 'OfficialList') and to London Stock Exchange plc (the 'London Stock Exchange') foradmission to trading of the Placing Shares on the London Stock Exchange's marketfor listed securities (together 'Admission'). It is expected that Admission willbecome effective on 4 May 2006 and that dealings in the Placing Shares willcommence at that time. Bookbuild Commencing today, each of the Banks will be conducting an accelerated bookbuildprocess (the 'Bookbuild Process') to determine demand for participation in thePlacing by Placees. This Appendix gives details of the terms and conditions of,and the mechanics of participation in, the Placing. No commissions will be paidto Placees or by Placees in respect of any Placing Shares. The Banks will be entitled to effect the Placing by such alternative method tothe Bookbuild Process as they may, in their sole discretion, determine. To thefullest extent permissible by law, none of the Banks nor any of its holdingcompanies, subsidiaries, branches, affiliates or associated undertakings or anysubsidiary, branch, affiliate or associated undertaking of any such holdingcompany (each an 'Affiliate') shall have any liability to Placees (or to anyother person whether acting on behalf of a Placee or otherwise). In particular,none Bank nor any of their affiliates shall have any liability in respect of itsconduct of the Bookbuild Process or of such alternative method of effecting thePlacing as the Banks may determine. Participation in, and Principal terms of, the Bookbuild Process Each of the Banks is arranging the Placing as an agent of the Company. By participating in the Bookbuild Process and the Placing, Placees will bedeemed to have read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. The Company willmake a further announcement following the close of the Bookbuild Processdetailing the number of Placing Shares to be issued and the price at which thePlacing Shares have been placed (the Pricing Announcement').Each of the Banksand its affiliates is entitled to participate as principal in the BookbuildProcess. The Bookbuild Process will establish a single price (the 'Placing Price')payable to the Banks by all Placees. Any discount to the market price of theOrdinary Shares of the Company will be determined in accordance with the ListingRules as published by the FSA pursuant to part IV of the Financial Services andMarkets Act 2000 and the guidelines issued by the ABI and NAPF. The Bookbuild Process is expected to close today Friday 28 April at 4.00 p.m.,but may be closed earlier at the sole discretion of the Banks. Each of the Banksmay, at its sole discretion, accept bids that are received after the BookbuildProcess has closed. A bid in the Bookbuild Process will be made on the terms and conditions in thisAppendix and will not be capable of variation or revocation after the close ofthe Bookbuild Process. A person who wishes to participate in the Bookbuild Process should communicateits bid by telephone to its usual sales contact at Deutsche Bank, Goldman Sachsor Merrill Lynch. If successful, each Placee's allocation and the Placing Price will be confirmedto Placees orally by the relevant Bank following the close of the BookbuildProcess, and a conditional contract note will be dispatched as soon as possiblethereafter. The relevant Bank's oral confirmation to such Placee will constitutean irrevocable legally binding commitment upon such person (who will at thatpoint become a Placee) to subscribe for the number of Placing Shares allocatedto it at the Placing Price on the terms and conditions set out in this Appendixand in accordance with the Company's Memorandum and Articles of Association. The allotment and issue of Placing Shares to the Placees by the Company will bein consideration for the transfer to the Company of shares in a Jerseyincorporated company by the relevant Bank. Each Placee's obligations will beowed to the Company and to the Bank through whom such Placee submitted its bid.Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to the relevant Bank, to pay to it (or as it may direct) incleared funds an amount equal to the product of the Placing Price and the numberof Placing Shares such Placee has agreed to subscribe. The relevant Bank willprocure the allotment by the Company of such Placing Shares to each Placee byeffecting the necessary transfer to the Company of shares in the Jersey companyfollowing each Placee's payment to the relevant Bank of such amount. Any offering made in the United States will be to a limited number of QIBs in atransaction not involving any public offering. The Placing Shares are beingoffered and sold outside the United States in accordance with the terms ofRegulation S under the Securities Act. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under 'Conditions of the Placing'. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. Each Bank's obligations under the Placing Agreement are conditional on, interalia:(a) the execution of the Terms of Sale (as defined in the PlacingAgreement) by each of the Banks and the Company and the publication of thePricing Announcement through a Regulatory Information Service by not later than6.00 p.m. on 28 April 2006 ; (b) the acquisition agreement relating to the proposed Acquisition remaining infull force and effect and not having lapsed or been terminated or amended orvaried prior to Admission; and (c) Admission taking place not later than 8.00 a.m. on 4 May 2006 (or such laterdate as the Banks and the Company may agree). If any of the conditions contained in the Placing Agreement is not fulfilled orwaived by each of the Banks by the respective time or date where specified (orsuch later time or date as both of the Company and the Banks may agree or thePlacing Agreement is terminated in the circumstances specified below, thePlacing will lapse and the Placee's rights and obligations hereunder shall ceaseand terminate at such time and each Placee agrees that no claim can be made bythe Placee in respect thereof. By participating in the Bookbuild Process 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. The Banks may, at their discretion and upon such terms as they jointly thinkfit, waive compliance by the Company with the whole or any part of any of theCompany's obligations in relation to the conditions in the Placing Agreementsave that condition (c) above relating to Admission taking place may not bewaived. Any such extension or waiver will not affect Placees' commitments as setout in this Announcement. The Placing Agreement, and therefore the Placing, is not conditional on theproposed Acquisition. No assurance can be given that the proposed Acquisitionwill be completed or completed on the terms described in this announcement(including in relation to the consideration payable). If the Acquisition does not complete, the Company intends to use the proceeds ofthe Placing for general corporate purposes. Right to terminate under the Placing Agreement The Banks may, in their absolute discretion, by notice to the Company prior toAdmission terminate the Placing Agreement at any time up to and includingAdmission including, without limitation, a breach by the Company of any of therepresentations, warranties or undertakings contained in the Placing Agreementor a failure by the Company to comply with its material obligations under thePlacing Agreement, or a material adverse change in the financial markets whichwould in the reasonable opinion of the Banks make it impractical to market thePlacing Shares or to enforce contracts for the sale of the Placing Shares. If the Banks' obligations under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof. By participating in the Placing, each Placee agrees with the Banks that theexercise by any of the Banks of any right of termination or other discretionunder the Placing Agreement, including in respect of any decision it may make asto whether or not to waive or to extend the time and/or date for thesatisfaction of any condition to the Placing Agreement or for any decision theymay make as to the satisfaction of any condition or in respect of the Placinggenerally, shall be within the absolute discretion of such Bank and that suchBank need not make any reference to such Placee and that the Banks shall have noliability whatsoever to the Placee (or to any other person whether acting onbehalf of a Placee or otherwise) in connection with any such exercise. 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, thePricing Announcement and any information publicly announced to a RegulatoryInformation Service by or on behalf of the Company prior to the date of thisannouncement (the 'Publicly Available Information'). Each Placee, by accepting aparticipation in the Placing, agrees that the content of this Announcement andthe Publicly Available Information is exclusively the responsibility of theCompany and confirms that it has neither received nor relied on any otherinformation, representation, warranty, or statement made by or on behalf of theBanks or the Company or any other person and none of the Banks nor the Companynor any other person will be liable for any Placee's decision to participate inthe Placing based on any other information, representation, warranty orstatement which the Placees may have obtained or received. Each Placeeacknowledges and agrees that it has relied on its own investigation of thebusiness, financial or other position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall exclude the liability of any person forfraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Each of the Banksreserves 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 conditionalcontract note stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to the relevant Bank andsettlement instructions. Each Placee agrees that it will do all things necessaryto ensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions that it has in place withthe relevant Bank. It is expected that settlement will be on 4 May 2006 on a T+3 basis inaccordance with the instructions set out in the conditional contract note. 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 the relevant Bank. Each Placee is deemed to agree that if it does not comply with theseobligations, the relevant Bank may sell any or all of the Placing Sharesallocated to that Placee on such Placee's behalf and retain from the proceeds,for the Bank's account and benefit, an amount equal to the aggregate amount owedby the Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall below the aggregate amount owed by it and may berequired to bear any stamp duty or stamp duty reserve tax (together with anyinterest or penalties) which may arise upon the sale of such Placing Shares onsuch Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the conditional contract note 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. Placees will not be entitled to receive any fee orcommission in connection with the Placing. Representations and Warranties By participating in the Bookbuild Process each Placee (and any person acting onsuch Placee's behalf) represents, warrants, acknowledges and agrees that: 1. it has read this Announcement (including this Appendix) in itsentirety; 2. no offering document or prospectus has been prepared in connectionwith the Placing of the Placing Shares and represents and warrants that it hasnot received a prospectus or other offering document in connection therewith; 3. the Ordinary Shares are listed on the Official List, and the Companyis therefore required to publish certain business and financial information inaccordance with the rules and practices of the FSA, which includes a descriptionof the nature of the Company's business and the Company's most recent balancesheet and profit and loss account, and similar statements for precedingfinancial years and that it is able to obtain or access such information withoutundue difficulty; 4. none of the Banks, nor the Company nor any of their affiliates northe Company nor any of its affiliates nor any person acting on behalf of any ofthem has provided, and will not provide it with any material regarding thePlacing Shares or the Company other than this Announcement; nor has it requestedany of the Banks, the Company or any of their affiliates, the Company, any oftheir affiliates or any person acting on behalf of any of them to provide itwith any such information; 5. the content of this Announcement and the Publicly AvailableInformation is exclusively the responsibility of the Company and that none ofthe Banks nor any person acting on their behalf has or shall have any liabilityfor any information, representation or statement contained in this Announcement,the Pricing Announcement or any Publicly Available Information and will not beliable for any Placee's decision to participate in the Placing based on anyinformation, representation or statement contained in this Announcement orotherwise; that the only information on which it is entitled to rely and onwhich such Placee has relied in committing itself to acquire the Placing Sharesis contained in this Announcement, the Pricing Announcement and the PubliclyAvailable Information, such information being all that it deems necessary tomake an investment decision in respect of the Placing Shares and that it hasneither received nor relied on any other information given or representations,warranties or statements made by any of the Banks or the Company and none of theBanks nor the Company will be liable for any Placee's decision to accept aninvitation 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; 7. it, or the beneficial owner, as applicable, is entitled to subscribefor Placing Shares under the laws of all relevant jurisdictions which apply toit and that it has fully observed such laws and obtained all such governmentaland other guarantees and other consents in either case which may be requiredthereunder and complied with all necessary formalities; 8. the Placing Shares have not been and will not be registered under thesecurities legislation of the United States and, subject to certain exceptions,may not be offered, sold, taken up, renounced or delivered or transferred,directly or indirectly, within the United States; 9. if the Placing Shares were offered to it in the United States, (i) ithas relied on its own examination of the Company and the terms of the Placing,including the merits and risks involved, (ii) it has made its own assessment andinvestment decision regarding the Company, the Placing Shares and the terms ofthe Placing based on such information as is publicly available, (iii) it hasconsulted its own independent advisors or otherwise has satisfied itselfconcerning, without limitation, the effects of United States federal, state andlocal income tax laws and foreign tax laws generally and the US EmployeeRetirement Income Security Act of 1974, the US Investment Company Act of 1940,as amended and the Securities Act and (iv) it has received all information thatit believes is necessary or appropriate in order to make an investment decisionin respect of the Company and the Placing Shares; 10. the Placing Shares are being offered and sold to it in a transactionnot involving any public offering in the United States within the meaning of theSecurities Act, and represents and warrants that it is either (i) a QIB that hasbeen furnished an investor letter by any of the Banks, or (ii) purchasing thePlacing Shares in an 'offshore transaction' in accordance with Regulation Sunder the Securities Act, for an account with respect to which it exercises soleinvestment discretion and any such account is outside the United States, withinthe meaning of Regulation S under the Securities Act, and if it is a QIB, (i) itis subscribing for the Placing Shares for its own account, or for one or moreaccounts as to each of which it exercises sole investment discretion and each ofwhich accounts is a QIB, for investment purposes, and not with a view to anydistribution or for resale in connection with the distribution thereof, in wholeor in part, in the United States and (ii) it has such knowledge and experiencein financial and business matters as to be capable of evaluating the merits andrisks of its investment in the Placing Shares, and it and any accounts for whichit is subscribing Placing Shares (i) are each able to bear the economic risk ofits or their investment in the Placing Shares, (ii) will not look to the Companyor the Banks for all or part of any such loss or losses it or they may suffer,(iii) are able to sustain a complete loss on its or their investment in thePlacing Shares, (iv) have no need for liquidity with respect to its or theirinvestment in the Placing Shares and (v) have no reason to anticipate any changein its or their circumstances, financial or otherwise, which may cause orrequire any sale or distribution by it or them of all or any part of the PlacingShares; 11. the Placing Shares have not been and will not be registered under theSecurities Act or with any State or other jurisdiction of the United States, norapproved or disapproved by the US Securities and Exchange Commission, any statesecurities commission in the United States or any other United States regulatoryauthority, and agrees not to reoffer, resell, pledge or otherwise transfer thePlacing Shares except (i) in offshore transactions in accordance with RegulationS under the Securities Act, (ii) to QIBs pursuant to Rule 144A under theSecurities Act, or (iii) pursuant to Rule 144 under the Securities Act, and inany case in compliance with all applicable laws and further agrees to notify anytransferee to whom it subsequently reoffers, resells, pledges or otherwisetransfers the Placing Shares of the foregoing restrictions on transfer; 12. that if it is a pension fund or investment company, its purchase ofPlacing Shares is in full compliance with applicable laws and regulations; 13. where it is acquiring the Placing Shares for one or more managedaccounts, it represents and warrants that it is authorised in writing by eachmanaged account (i) to acquire the Placing Shares for each managed account and(ii) to execute and deliver an investment letter in the form provided to it byany of the Banks on behalf of each managed account. Each Placee agrees toindemnify and hold the Company and the Banks harmless from any and all costs,claims, liabilities and expenses (including legal fees and expenses) arising outof or in connection with any breach of the representations and warranties inthis paragraph 14. Each Placee agrees that the provisions of this paragraph 14shall survive the resale of the Placing Shares by or on behalf of the managedaccounts; 14. acknowledges that no representation has been made as to theavailability of Rule 144 or any other exemption under the Securities Act for thereoffer, resale, pledge or transfer of the Placing Shares in the United States; 15. the Placing Shares are being offered and sold in the United Statesin reliance on an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and are 'restricted securities'within the meaning of Rule 144(a)(3) under the Securities Act and represents andwarrants on its own behalf and on behalf of any accounts for which it is actingthat, so long as the Placing Shares are restricted securities, it will notdeposit the Placing Shares into any unrestricted depositary facility in theUnited States established or maintained by any depositary bank in respect of theOrdinary Shares; 16. the issue to it, or the person specified by it for registration asholder, of Placing Shares will not give rise to a liability under any ofsections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts andclearance services) and that the Placing Shares are not being acquired inconnection with arrangements to issue depositary receipts or to transfer PlacingShares into a clearance system; 17. it has complied with its obligations in connection with moneylaundering and terrorist financing under the Proceeds of Crime Act 2002, theTerrorism Act 2003 and the Money Laundering Regulations 2003 (the 'Regulations')and, if making payment on behalf of a third party, that satisfactory evidencehas been obtained and recorded by it to verify the identity of the third partyas required by the Regulations; 18. it and any person acting on its behalf is a person falling withinArticle 19 and/or 49 of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005; 19. it falls within section 86(7) of FSMA, being a qualified investor andis otherwise a Relevant Person as defined in this Appendix; 20. if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive 2003/71/EC, the Placing Shares subscribed forand/or purchased by you in the Placing has not been acquired on anon-discretionary basis on behalf of, nor have they been acquired with a view totheir offer or resale to, persons in a Member State of the European EconomicArea which has implemented the Prospectus Directive other than qualifiedinvestors, or in circumstances in which the prior consent of the Banks has beengiven to the offer or resale; 21. it has not offered or sold and, prior to the expiry of a period ofsix months from Admission, will not offer or sell any Placing Shares to personsin the United Kingdom, except to except to qualified investors (as defined insection 86(7) of FSMA) or otherwise in circumstances which have not resulted andwhich will not result in an offer to the public in the United Kingdom within themeaning of section 85(1) of the FSMA; 22. it has not offered or sold and will not offer or sell any PlacingShares to persons in the European Economic Area prior to Admission except topersons whose ordinary activities involve them in acquiring, holding, managingor disposing of investments (as principal or agent) for the purposes of theirbusiness or otherwise in circumstances which have not resulted in and which willnot result in an offer to the public in any member state of the EuropeanEconomic Area within the meaning of the Prospectus Directive (which meansDirective 2003/71/EC and includes any relevant implementing measure in anymember state); 23. it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity (within the meaning of section 21 of the FSMA) relatingto the Placing Shares in circumstances in which section 21(1) of the FSMA doesnot require approval of the communication by an authorised person; 24. it has complied and will comply with all applicable provisions of theFSMA with respect to anything done by it in relation to the Placing Shares in,from or otherwise involving, the United Kingdom; 25. it and any person acting on its behalf is entitled to acquire thePlacing Shares under the laws of all relevant jurisdictions and that it has allnecessary capacity and has obtained all necessary consents and authorities toenable it to commit to this participation in the Placing and to perform itsobligations in relation thereto (including, without limitation, in the case ofany person on whose behalf it is acting, all necessary consents and authoritiesto agree to the terms set out or referred to in this Announcement) and willhonour such obligations; 26. it (and any person acting on its behalf) will make payment for thePlacing Shares allocated to it in accordance with this Announcement on the duetime and date set out herein, failing which the relevant Placing Shares may beplaced with other subscribers or sold as the relevant Bank may in its solediscretion determine and without liability to such Placee; 27. none of the Banks, nor any of their affiliates, nor any person actingon behalf of any of them, is making any recommendations to it, advising itregarding the suitability of any transactions it may enter into in connectionwith the Placees and that participation in the Placing is on the basis that itis not and will not be a client of any of the Banks and that none of the Bankshas duties or responsibilities to it for providing the protections afforded toits clients or customers or for providing advice in relation to the Placing norin respect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor for the exercise or performance of any ofits rights and obligations thereunder including any rights to waive or vary anyconditions or exercise any termination right; 28. the person who it specifies for registration as holder of the PlacingShares will be (i) itself or (ii) its nominee, as the case may be. None of theBanks nor the Company will be responsible for any liability to stamp duty orstamp duty reserve tax resulting from a failure to observe this requirement.Each Placee and any person acting on behalf of such Placee agrees to participatein the Placing and it agrees to indemnify the Company and each of the Banks inrespect of the same on the basis that the Placing Shares will be allotted to theCREST stock account of Goldman Sachs who will hold them as nominee on behalf ofsuch Placee until settlement in accordance with its standing settlementinstructions; 29. any agreements entered into by it pursuant to these terms andconditions shall be governed by and construed in accordance with the laws ofEngland and it submits (on behalf of itself and on behalf of any person on whosebehalf it is acting) to the exclusive jurisdiction of the English courts asregards any claim, dispute or matter arising out of any such contract, exceptthat enforcement proceedings in respect of the obligation to make payment forthe Placing Shares (together with any interest chargeable thereon) may be takenby the Company or the Banks in any jurisdiction in which the relevant Placee isincorporated or in which any of its securities have a quotation on a recognisedstock exchange; 30. the Company, the Banks and others will rely upon the truth andaccuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to the Banks on their own behalf and on behalf ofthe Company and are irrevocable; and 31. to indemnify and hold the Company and the Banks harmless from any andall costs, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach of the representations,warranties, acknowledgements, agreements and undertakings in this Appendix andfurther agrees that the provisions of this Appendix shall survive aftercompletion of the Placing. 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 theBanks will be responsible. If this is the case, each Placee should seek its ownadvice and notify the relevant Bank 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. When a Placee or person acting on behalf of the Placee is dealing with any ofthe Banks, any money held in an account with such Bank on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the FSA made under theFSMA. The Placee acknowledges that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from the Bank's money in accordance with the client moneyrules and will be used by the Bank in the course of their own business; and thePlacee will rank only as a general creditor of the Bank. All times and dates in this Announcement may be subject to amendment. The Banksshall notify the Placees and any person acting on behalf of the Placees of anychanges. This announcement may not be distributed, directly or indirectly, in or into theUnited States or any jurisdiction in which such publication or distribution isunlawful. This announcement does not constitute or form part of an offer tosell or issue, or any solicitation of an offer to buy or subscribe for, anysecurities referred to herein in any jurisdiction, including, withoutlimitation, the United States. The placing, and the distribution of thisannouncement and other information in connection with the placing in certainjurisdictions, may be restricted by law and persons into whose possession anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. Goldman Sachs International and Merrill Lynch International, which are eachauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for the Company and no one else in connectionwith the Placing and the other matters referred to in this announcement. Theywill not regard any other person as their respective clients and will not beresponsible to anyone other than the Company for providing the protectionsafforded to their respective clients nor for giving advice in relation to thePlacing and the other matters referred to herein. Deutsche Bank AG London, which is authorised by Bundesanstalt furFinanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority(FSA); regulated by the FSA for the conduct of UK business and a member of theLondon Stock Exchange, is acting exclusively for the Company and no one else inconnection with the Placing and the other matters referred to in thisannouncement. They will not regard any other person as their respective clientsand will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients nor for giving advice inrelation to the Placing and the other matters referred to herein. There will be no public offering in the United States. The securities referredto herein have not and will not be registered under the Securities Act. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can beidentified by the use of forward-looking terminology, including inter alia theterms "believes", "plans", "expects", "may", "will", or "should" or, in eachcase, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical factsand include statements regarding the Company's intentions, beliefs or currentexpectations concerning, among other things, the Company's results ofoperations, financial condition, liquidity, prospects, growth, strategies, theoutlook for relevant markets and the proposed Acquisition of TPI. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statements may andoften do differ materially from actual results. Any forward-looking statementsin this announcement reflect the Company's view with respect to future events asat the date of this announcement and are subject to risks relating to futureevents and other risks, uncertainties and assumptions relating to the Company'soperations, results of operations, growth strategy and liquidity. Save as required by relevant law or regulation, the Company undertakes noobligation publicly to release the results of any revisions to anyforward-looking statements in this announcement that may occur due to any changein its expectations or to reflect events or circumstances after the date of thisannouncement. Information in this announcement or any of the documents relatingto the Placing should not be relied upon as a guide to future performance. -------------------------- (1) Inclusive of declared 2005 dividend of €0.40 per share (€144.4 million).Assuming an exchange rate of GBP/EUR 1.44 as of 25 April 2006. (2) Inclusive of declared 2005 dividend of €0.40 per share (€144.4 million).Assuming an exchange rate of GBP/EUR 1.44 as of 25 April 2006. (3) TPI Paginas Amarillas results, January-December 2005, page 5. (4) Per 2006 Interim Results to September 2005 (5) Europe defined as the average of the UK, Germany, France, Italy and Spain.Source: Kelsey Group. (6) Source: The Kelsey Group (7) TPI Annual Report 2005, page 76. (8) TPI Paginas Amarillas results, January-December 2005, page 5. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
HIBU.L