11th Jun 2007 07:02
Rexam PLC11 June 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN Rexam PLC ("Rexam" or the "Company") Proposed placing of 58,354,700 new ordinary shares Rexam, the global consumer packaging company and the world's leading beveragecan maker, announces that it is today placing 58,354,700 new ordinary shares of64 2/7 pence per share ("Placing Shares"), representing approximately 9.99 percent. of Rexam's existing issued share capital with institutional investors (the"Placing"). The Placing is to help fund the proposed acquisition of O-IPlastics, which Rexam has announced today for a cash consideration of $1,825million including a tax basis step-up with an estimated net present value ofUS$260 million. Excluding the estimated net present value of the tax basis stepup, the effective cost for O-I Plastics will be US$1,565 million. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the existing ordinary shares, including the right toreceive any future dividends and other distributions. The Placing is being fully underwritten by ABN AMRO Hoare Govett Limited andCitigroup Global Markets UK Equity Limited (together the "Underwriters") who areacting as joint bookrunners and joint brokers to the Placing. The Placing willbe the subject of an accelerated bookbuild and will be conducted in accordancewith the terms and conditions set out in the appendix to this announcement.Further details of the Placing are set out below. The Placing is notconditional on the acquisition. O-I Plastics is a leading US manufacturer of rigid plastic healthcare packagingand plastic closure systems. O-I Plastics is headquartered in Perrysburg, Ohio,US, and operates 19 manufacturing plants and one dedicated research &development facility. In the year ended 31 December 2006, O-I Plastics generatedsales of US$760 million and an underlying profit1 of US$114 million. As at 31December 2006 it had pro forma net operating assets of US$543 million. The acquisition is expected to meet Rexam's cost of capital in 2009 based on theeffective cost of US$1,565 million and to be modestly earnings enhancing in2008. The acquisition is subject, inter alia, to the approval of Rexam'sshareholders, and a circular providing details of the acquisition and conveningan Extraordinary General Meeting will be posted to Rexam. In addition to funds raised through the Placing, it is intended that theacquisition will be financed through a combination of a subordinated bond issueof up to approximately £500 million, subject to satisfactory market conditions,and the proceeds from the sale of the Glass business announced in March 2007.The Company has also entered into a new bank debt facility under which a creditfacility of £1,300 million will be available for drawdown should the proceeds ofthe subordinated bond issue and/or the proceeds from the Glass disposal not havebeen received by Rexam prior to completion of the acquisition. In the unlikelyevent that the subordinated bond issue does not complete, due to a prolongedperiod of adverse market conditions, the funding shortfall would be covered bysenior debt facilities, which may lead the rating agencies to review Rexam'scurrent credit ratings. 1 Operating profit including share of post tax profits of associates beforeexceptional items The Placing The books will open with immediate effect. The books are expected to close nolater than 6:00pm today, 11 June 2007. The timing of the closing of the booksmay be accelerated at the absolute discretion of the Underwriters. The Placingprice in respect of the Placing Shares (the "Placing Price") will be determinedby the Underwriters, after consultation with the Company, at the close of thebookbuild. Details of the Placing Price will be announced by the Company assoon as practicable after the close of the bookbuild. The Placing Shares will be issued credited as fully paid. The Placing Shareswill rank equally in all respects with the existing ordinary shares of Rexam,including the right to receive all future dividends and other distributions.Application will be made for the Placing Shares to be admitted to the OfficialList and to be admitted to trading by the London Stock Exchange on its marketfor listed securities ("Admission"). The Placing is conditional on Admissionbecoming effective. By choosing to participate in the Placing by making an oral and legally bindingoffer to acquire Placing Shares investors will be deemed to have read andunderstood this announcement in its entirety (including the Appendix) and to bemaking such offer on the terms and conditions contained herein and to beproviding the representations, warranties and acknowledgements contained in theAppendix to this announcement. Your attention is drawn to the detailed terms and conditions of the Placingdescribed in the Appendix to this announcement. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Hoare Govett Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Rexam and for no one else inconnection with the Placing and will not be responsible to anyone other thanRexam for providing the protections afforded to the customers of Hoare GovettLimited or for providing advice in relation to the Placing or any transaction orarrangement referred to herein. Citigroup Global Markets UK Equity Limited ("Citi"), which is authorised andregulated by the Financial Services Authority, is acting exclusively for Rexamand for no one else in connection with the Placing and will not be responsibleto anyone other than Rexam for providing the protections afforded to thecustomers of Citi or for providing advice in relation to the Placing or anytransaction or arrangement referred to herein. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This announcement and the information contained therein are not for release,publication or distribution, directly or indirectly, in or into the UnitedStates, Australia, Canada or Japan. This announcement is not an offer to sell ora solicitation of an offer to buy the Placing Shares in the United States. ThePlacing Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended, and may not be offered or sold, directly or indirectly,in the United States absent registration or an exemption from registration.There will be no public offering of securities in the United States. The PlacingShares have not been and will not be registered with any regulatory authority ofany state within the United States. 11 June 2007Enquiries ABN AMRO Hoare Govett +44 20 7678 8000Antonia RowanCaroline HarrisSyndicationJeremy Thompson Citi +44 20 7986 4000Nigel MillsCharles LytleSyndicationDarrel UdenNick McEwen APPENDIX: TERMS AND CONDITIONS OF THE PLACING NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX 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 FSMA, BEINGPERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OFDIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UNITED KINGDOMFALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED OR ARE PERSONS WHO FALL WITHINARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (AND THEANNOUNCEMENT OF WHICH IT FORMS PART) MUST NOT BE ACTED ON OR RELIED ON BYPERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TOWHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES ISAVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANTPERSONS. PERSONS DISTRIBUTING THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH ITFORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS APPENDIXDOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIESIN REXAM PLC. THE PLACING SHARES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OFANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND ABSENT REGISTRATIONMAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTIONFROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS ANDRELATED ASPECTS OF A PURCHASE OF PLACING SHARES. 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"). By participating in the Bookbuilding and the Placing, Placees will be deemed tohave read and understood this Appendix in its entirety, to be participating,making an offer and acquiring Placing Shares on the terms and conditionscontained herein and to be providing the representations, warranties,acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it will acquire, hold, manage ordispose of any Placing Shares that are allocated to it for the purposes of itsbusiness; 2. in the case of a Relevant Person in a member state of the EEA which hasimplemented the Prospectus Directive (each a "Relevant Member State") whoacquires any Placing Shares pursuant to the Placing: (i) it is a Qualified Investor; and (ii) in the case of any Placing Shares acquired by it as a financialintermediary, 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 onbehalf 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 incircumstances in which the prior consent of Hoare Govett Limited ("ABN AMROHoare Govett") and Citigroup Global Markets UK Equity Limited ("Citi")(together, the "Banks") has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in anymember state of the EEA other than Qualified Investors, the offer of thosePlacing Shares to it is not treated under the Prospectus Directive as havingbeen made to such persons; and 3. is acquiring the Placing Shares for its own account or is acquiring thePlacing Shares for an account with respect to which it exercises sole investmentdiscretion, and that it (and any such account) is outside the United States, orit is a dealer or other professional fiduciary in the United States acting on adiscretionary basis for non-US beneficial owners (other than an estate ortrust), in reliance on Regulation S, or if it is not outside the United States,it is a QIB. This written announcement is not an offer of securities for sale in the UnitedStates. Placing Shares may not be offered or sold in the United States absentregistration under the Securities Act or an exemption from, or in a transactionnot subject to, the registration requirements of the of the Securities Act. TheCompany has not and does not intend to offer any securities to the public in theUnited States. No money, securities or other consideration from any personinside the United States is being solicited and, if sent in response to theinformation contained in this announcement, will not be accepted. This announcement (including this Appendix) does not constitute an offer to sellor issue or the solicitation of an offer to buy or subscribe for Placing Sharesin any jurisdiction including, without limitation, the United Kingdom, theUnited States, Canada, Australia or Japan. This announcement and the informationcontained herein are not for publication or distribution, directly orindirectly, to persons in the United States, Canada, Australia, Japan or in anyjurisdiction in which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will notbe registered under the Securities Act or with any securities regulatoryauthority of any State or other jurisdiction of the United States, and may notbe offered, sold or transferred within the United States except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act. Any offering to be made in the United Stateswill be made to a limited number of qualified institutional buyers ("QIBs")within the meaning of Rule 144A of the Securities Act pursuant to an exemptionfrom registration under the Securities Act or in a transaction not involving anypublic offering. The Placing Shares are being offered and sold outside theUnited States in accordance with Regulation S. 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, the Banks, or any of their respective Affiliates,that would permit an offer of the Placing Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required bythe Company and the Banks to inform themselves about and to observe any suchrestrictions. In this Appendix, unless the context otherwise requires, the "Company" meansRexam plc and "Placee" includes a person (including individuals, funds orothers) on whose behalf a commitment to acquire Placing Shares has been given. No prospectus No prospectus or other offering document has been or will be submitted to beapproved by the Financial Services Authority (the "FSA") in relation to thePlacing and the Placees' commitments will be made solely on the basis of theinformation contained in this announcement, the Pricing Announcement (as thisterm is defined in paragraph 1 of the Principal Terms of the Bookbuilding andPlacing below) and any information publicly announced to a RegulatoryInformation Service by or on behalf of the Company on or prior to the date ofthis announcement (the "Publicly Available Information"). Each Placee, byparticipating in the Placing, agrees that it has neither received nor relied onany information, representation, warranty or statement made by or on behalf ofany of the Banks or the Company other than the Publicly Available Informationand neither of the Banks, the Company nor any person acting on such person'sbehalf nor any of their Affiliates has or shall have any liability for anyPlacee's decision to accept this invitation to participate in the Placing basedon any other information, representation, warranty or statement. 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 theliability of any person for fraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the "Placing Agreement") withthe Company under which the Banks have undertaken, on the terms and subject tothe conditions set out in the Placing Agreement, acting severally, and notjointly or jointly and severally, to arrange and underwrite the Placing. 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 64 2/7 pper share in the capital of the Company (the "Ordinary Shares"), including theright to receive all dividends and other distributions declared, made or paid inrespect of such Ordinary Shares after the date of issue of the Placing Shares. Application for admission to listing and trading Application will be made to the FSA for admission of the Placing Shares to theofficial list maintained by the FSA (the "Official List") and to the LondonStock Exchange for admission to trading of the Placing Shares on the LondonStock Exchange's market for listed securities (together "Admission"). It isexpected that Admission will take place on or before 14 June 2007 and thatdealings in the Placing Shares on the London Stock Exchange's main market forlisted securities will commence at the same time. Bookbuilding The Banks will today commence the Bookbuilding to determine demand forparticipation in the Placing by Placees. This Appendix gives details of theterms and conditions of, and the mechanics of participation in, the Placing. Nocommissions will be paid to Placees or by Placees in respect of any PlacingShares. The Banks and the Company shall be entitled to effect the Placing by suchalternative method to the Bookbuilding as they may, in their sole discretion,determine. Principal terms of the Bookbuilding and Placing 1. Each of the Banks (whether through itself or any of its Affiliates) isarranging the Placing as an agent of the Company. Participation in the Placingwill only be available to persons who may lawfully be, and are, invited by theBanks to participate. Each of the Banks and their respective Affiliates areentitled to participate as principal in the Placing. 2. The Bookbuilding will establish a single price (the "Placing Price") payableto the Banks by all Placees. The Placing Price and the aggregate proceeds to beraised through the Placing will be agreed between the Banks and the Companyfollowing completion of the Bookbuilding and any discount to the market price ofthe Ordinary Shares will be determined in accordance with the Listing Rules. ThePlacing Price will be announced (the "Pricing Announcement") on a RegulatoryInformation Service following completion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid by telephoneto their usual sales contact at ABN AMRO Hoare Govett or Citi respectively. Eachbid should state the number of shares in the Company which a prospective Placeewishes to acquire at either the Placing Price which is ultimately established bythe Company and the Banks or at prices up to a price limit specified in its bid.Bids may be scaled down by the Banks on the basis referred to in paragraph 6below. Each of the Banks is arranging the Placing severally, and not jointly, orjointly and severally, as agent of the Company. 4. The Bookbuilding is expected to close no later than 6.00 p.m. (GMT) on 11June 2007 but may be closed earlier or later at the discretion of the Banks. TheBanks may, in agreement with the Company, accept bids that are received afterthe Bookbuilding has closed. The Company reserves the right to reduce or seek toincrease the amount to be raised pursuant to the Placing, in its discretion. 5. Allocations will be confirmed orally by the relevant Bank as soon aspracticable following the close of the Bookbuilding. The relevant Bank's oralconfirmation of an allocation will give rise to a legally binding commitment bythe Placee concerned, in favour of the relevant Bank and the Company, underwhich it agrees to acquire the number of Placing Shares allocated to it on theterms and subject to the conditions set out in this Appendix and the Company'sMemorandum and Articles of Association. 6. Subject to paragraph 4 above, the Banks may choose to accept bids, either inwhole or in part, on the basis of allocations determined at their discretion (inagreement with the Company) and may scale down any bids for this purpose on suchbasis as they may determine. They may also, notwithstanding paragraphs 4 and 5above, subject to the prior consent of the Company (a) allocate Placing Sharesafter the time of any initial allocation to any person submitting a bid afterthat time and (b) allocate Placing Shares after the Bookbuilding has closed toany person submitting a bid after that time. 7. A bid in the Bookbuilding will be made on the terms and subject to theconditions in this Appendix and will be legally binding on the Placee on behalfof which it is made and, except with the relevant Bank's consent, will not becapable of variation or revocation after the time at which it is submitted. EachPlacee will have an immediate, separate, irrevocable and binding obligation,owed to the relevant Bank, to pay to it (or as it may direct) in cleared fundsan amount equal to the product of the Placing Price and the number of PlacingShares such Placee has agreed to acquire. 8. Except as required by law or regulation, no press release or otherannouncement will be made by the Banks or the Company using the name of anyPlacee (or its agent), in its capacity as Placee (or agent), other than withsuch Placee's prior written consent. 9. Irrespective of the time at which a Placee's allocation(s) pursuant to thePlacing is/are confirmed, settlement for all Placing Shares to be acquiredpursuant to the Placing will be required to be made at the same time, on thebasis explained below under "Registration and Settlement". 10. All obligations under the Bookbuilding and Placing will be subject tofulfilment 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"Termination of the Placing". 11. By participating in the Bookbuilding each Placee will agree that its rightsand obligations in respect of the Placing will terminate only in thecircumstances described below and will not be capable of rescission ortermination by the Placee. 12. To the fullest extent permissible by law, none of the Banks nor any of theirAffiliates shall have any liability to Placees (or to any other person whetheracting on behalf of a Placee or otherwise). In particular, none of the Banks norany of their Affiliates shall have any liability (including, to the extentpermissible by law, any fiduciary duties) in respect of the Banks' conduct ofthe Bookbuilding or of such alternative method of effecting the Placing as theBanks and the Company may agree. Registration and Settlement If Placees are allocated any Placing Shares in the Placing they will be sent acontract note or electronic confirmation which will confirm the number ofPlacing Shares allocated to them, the Placing Price and the aggregate amountowed by them to the relevant Bank. Each Placee will be deemed to agree that itwill do all things necessary to ensure that delivery and payment is completed inaccordance with either the standing CREST or certificated settlementinstructions which they have in place with the relevant Bank. Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system. Settlement through CREST will be on a T +3 basisunless otherwise notified by the Banks and is expected to occur on or before 14June 2007. Settlement will be on a delivery versus payment basis. However, inthe event of any difficulties or delays in the admission of the Placing Sharesto CREST or the use of CREST in relation to the Placing, the Company and theBanks may agree that the Placing Shares should be issued in certificated form.The Banks reserve the right to require settlement for the Placing Shares, and todeliver the Placing Shares to Placees, by such other means as they deemnecessary if delivery or settlement to Placees is not practicable within theCREST system or would not be consistent with regulatory requirements in aPlacee's jurisdiction. Interest is chargeable daily on payments not received on the due date inaccordance with the arrangements set out above, in respect of either CREST orcertificated deliveries, at the rate of 2 percentage points above prevailingLIBOR. If Placees do not comply with their obligations the relevant Bank may sell theirPlacing Shares on their behalf and retain from the proceeds, for its own accountand benefit, an amount equal to the Placing Price of each share sold plus anyinterest due. Placees will, however, remain liable for any shortfall below thePlacing Price and for any stamp duty or stamp duty reserve tax (together withany interest or penalties) which may arise upon the sale of their Placing Shareson their behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees must ensure that, upon receipt, the conditional contract note is copiedand delivered immediately to the relevant person within that organisation. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are, and the Placingis, conditional on, inter alia: (a) Admission occurring no later than 8 a.m. (London time) on 14 June 2007 (orsuch later time and/or date as may be agreed between the Company and the Banks; (b) the Company not being in breach of any of its obligations or warrantiesunder the Placing Agreement which, in any case, each Bank considers in itsopinion, acting in good faith, to be material in the context of the Placing; and (c) the fulfilment by the Company of its obligations under the Placing Agreementwhich are required to be performed or satisfied on or prior to Admission. If theconditions in the Placing Agreement are not satisfied or waived in accordancewith the Placing Agreement within the stated time periods (or such later timeand/or date as the Company and the Banks may agree), or the Placing Agreement isterminated in accordance with its terms, the Placing will lapse and the Placee'srights and obligations shall cease and terminate at such time and each Placeeagrees that no claim can be made by or on behalf of the Placee (or any person onwhose behalf the Placee is acting) in respect thereof. By participating in the Bookbuilding, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andunder "Termination of the Placing" below and will not be capable of rescissionor termination by it. The Banks may, acting jointly and at their discretion and upon such terms asthey jointly think fit, waive compliance by the Company, or extend the time and/or date for fulfilment by the Company, with the whole or any part of any of theCompany's obligations in relation to the conditions in the Placing Agreement,save that certain conditions including the condition relating to Admissionreferred to in paragraph (a) above may not be waived. Any such extension orwaiver will not affect Placees' commitments as set out in this Appendix. Neither of the Banks nor any of their Affiliates nor the Company shall have anyliability to any Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in respect of any decision any of them may make as towhether or not to waive or to extend the time and/or date for the satisfactionof any condition to the Placing nor for any decision any of them may make as tothe satisfaction of any condition or in respect of the Placing generally. Termination of the Placing Either Bank may, and on behalf of both Banks and after having informed theCompany of its intention to terminate the Banks' obligations under the PlacingAgreement and having considered any representations of the Company if in thecircumstances it shall be practicable to do so, at its absolute discretionterminate the Underwriters' obligations under the Placing Agreement at any timeprior to Admission with immediate effect if it is of the good faith opinionthat, at anytime before Admission: (a) the Company is in breach of any of its obligations under the PlacingAgreement, which breach is material in the context of the Placing; or (b) there has occurred any material breach of any Warranty or an event occurs oris reasonably likely to occur which, if the Warranties were repeated immediatelyafter that event, would give rise to a material breach of any of them; or (c) the Acquisition Agreement lapses, is terminated or an event arises at anytime prior to Admission which gives any party to the Acquisition Agreement aright to terminate it (for which purpose it shall be assumed that there is noability to cure the matter or event giving rise to the right to terminate theAcquisition Agreement and that there is no notice period required fortermination) or the conditions to the Acquisition are no longer capable ofsatisfaction and are not waived. Notwithstanding any opinion or judgment the Banks may have, the Company shallnotify the Banks forthwith if it becomes aware that any of the circumstances setout in subclauses 11.1(a) to 11.1(c) give either of the Banks the right toterminate. If the Placing Agreement is terminated in accordance with its terms, the rightsand obligations of each Placee in respect of the Placing as described in thisannouncement (including this Appendix) shall cease and terminate at such timeand no claim can be made by any Placee in respect thereof. By participating in the Placing, each Placee agrees with the Company and theBanks that the exercise by the Company or either of the Banks of any right oftermination or any other right or other discretion under the Placing Agreementshall be within the absolute discretion of the Company or the relevant Bank (asthe case may be) and that neither the Company nor either Bank need make anyreference to such Placee and that neither the Company, either Bank nor any oftheir respective Affiliates shall have any liability to such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) whatsoever inconnection with any such exercise. By participating in the Placing, each Placee agrees that its rights andobligations terminate only in the circumstances described above and will not becapable of rescission or termination by it after oral confirmation by the Banksfollowing the close of the Bookbuilding. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any personacting on such Placee's behalf) represents, warrants, acknowledges and agrees(for itself and for any such prospective Placee) that: 1. it has read this announcement (including this Appendix) in its entirety andthat its purchase of the Placing Shares is subject to and based upon all theterms, conditions, representations, warranties, acknowledgements, agreements andundertakings and other information contained herein; 2. it has not received a prospectus or other offering document in connectionwith the Placing and acknowledges that no prospectus or other offering documenthas been or will be prepared in connection with the Placing; 3. if the Placing Shares were offered to it in the United States, it representsand warrants that in making its investment decision, (i) it has consulted itsown independent advisors or otherwise has satisfied itself concerning, withoutlimitation, the effects of United States federal, state and local income taxlaws and foreign tax laws generally and the US Employee Retirement IncomeSecurity Act of 1974, the US Investment Company Act of 1940 and the SecuritiesAct; (ii) it has had access to such financial and other information (includingthe business, financial condition, prospects, creditworthiness, status andaffairs of the Company, the Placing and the Placing Shares, as well as theopportunity to ask questions) concerning the Company, the Placing and thePlacing Shares that it believes is necessary or appropriate in order to make aninvestment decision in respect of the Company and the Placing Shares; and (iii)it is aware and understands that an investment in the Placing Shares involves aconsiderable degree of risk and no US federal or state or non-US agency has madeany finding or determination as to the fairness for investment or anyrecommendation or endorsement of the Placing Shares; 4. (i) it has made its own assessment of the Company, the Placing Shares and theterms of the Placing based on Publicly Available Information; (ii) neither ofthe Banks, their respective Affiliates or the Company has made anyrepresentation to it, express or implied, with respect to the Company, thePlacing or the Placing Shares or the accuracy, completeness or adequacy of thePublicly Available Information; and (iii) it has conducted its own investigationof the Company, the Placing and the Placing Shares, satisfied itself that theinformation is still current and relied on that investigation for the purposesof its decision to participate in the Placing; 5. the content of this announcement is exclusively the responsibility of theCompany and that neither of the Banks nor any person acting on their behalf isresponsible for or has or shall have any liability for any information orrepresentation relating to the Company contained in this announcement or thePublicly Available Information nor will be liable for any Placee's decision toparticipate in the Placing based on any information, representation, warranty orstatement contained in this announcement, the Publicly Available Information orotherwise. Nothing in this Appendix shall exclude any liability of any personfor fraudulent misrepresentation; 6. it is not, and at the time the Placing Shares are acquired will not be, aresident of Australia, Canada or Japan, and each of it and the beneficial ownerof the Placing Shares is, and at the time the Placing Shares are acquired willbe, (i) not in the United States and acquiring the Placing Shares in an'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation Sor (ii) a QIB acquiring the Placing Shares in accordance with an exemption fromregistration under the Securities Act who has returned an "investor letter"substantially in the form provided, and has such knowledge and experience infinancial and business matters as to be capable of evaluating the merits andrisks of an investment in the Placing Shares, will not look to the Banks for allor part of any such loss it may suffer, is able to bear the economic risk of aninvestment in the Placing Shares, is able to sustain a complete loss of theinvestment in the Placing Shares and has no need for liquidity with respect toits investment in the Placing Shares and represents and, in the case of (ii)above, warrants that it is acquiring the Placing Shares for its own account orfor one or more accounts as to each of which it exercises sole investmentdiscretion and each of which is a QIB, for investment purposes and not with aview to any distribution or for resale in connection with, the distributionthereof in whole or in part, in the United States; 7. the Placing Shares have not been registered or otherwise qualified, and willnot be registered or otherwise qualified, for offer and sale nor will aprospectus be cleared in respect of any of the Placing Shares under thesecurities laws of the United States, Australia, Canada or Japan and, subject tocertain exceptions, may not be offered, sold, taken up, renounced or deliveredor transferred, directly or indirectly, within the United States, Australia,Canada or Japan; 8. it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the lawsof all relevant jurisdictions; (ii) has fully observed such laws; (iii) has capacity and authority and is entitled to enter into and perform itsobligations as an acquirer of Placing Shares and will honour such obligations;and (iv) has obtained all necessary consents and authorities (including, withoutlimitation, in the case of a person acting on behalf of a Placee, all necessaryconsents and authorities to agree to the terms set out or referred to in thisAppendix) to enable it to enter into the transactions contemplated hereby and toperform its obligations in relation thereto; 9. the Placing Shares have not and will not be registered under the SecuritiesAct, or under the securities laws of any state of the United States, and arebeing offered and sold on behalf of the Company in offshore transactions (asdefined in Regulation S) and to QIBs in accordance with an exemption from, ortransaction not subject to, the registration requirements under the SecuritiesAct; 10. the Placing Shares offered and sold in the United States are "restrictedsecurities" within the meaning of Rule 144(a)(3) under the Securities Act; 11. so long as the Placing Shares are "restricted securities" within the meaningof Rule 144(a)(3) under the Securities Act, it will not deposit the PlacingShares into any unrestricted depositary receipt facility maintained by anydepositary bank in respect of the Company's ordinary shares and it understandsthat the Placing Shares will not settle or trade through the facilities of theDepository Trust Corporation, the NYSE, NASDAQ or any other US exchange orclearing system; 12. it will not reoffer, sell, pledge or otherwise transfer the Placing Sharesexcept (i) in an offshore transaction in accordance with Rule 903 or 904 ofRegulation S; (ii) pursuant to an exemption from, or a transaction not subjectto, registration under the Securities Act (if available); or (iii) pursuant toan effective registration statement under the Securities Act and that, in eachsuch case, such offer, sale, pledge, or transfer will be made in accordance withany applicable securities laws of any state of the United States; 13. if it is acquiring Placing Shares for the account of one or more QIBs, ithas full power to make the acknowledgements, representations, warranties andagreements herein on behalf of each such account; 14. if it is a pension fund or investment company, its acquisition of PlacingShares is in full compliance with applicable laws and regulations; 15. no representation has been made as to the availability of any otherexemption under the Securities Act for the reoffer, resale, pledge or transferof the Placing Shares; 16. participation in the Placing is on the basis that it is not and will not bea client of either of the Banks and that the Banks have no duties orresponsibilities to a Placee for providing protections afforded to theirrespective clients or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement; 17. it will make payment to the Banks in accordance with the terms andconditions of this announcement on the due times and dates set out in thisannouncement, failing which the relevant Placing Shares may be placed withothers on such terms as the Banks determine; 18. the person who it specifies for registration as holder of the Placing Shareswill be (i) the Placee or (ii) a nominee of the Placee, as the case may be. TheBanks and the Company will not be responsible for any liability to stamp duty orstamp duty reserve tax resulting from a failure to observe this requirement. Itagrees to acquire Placing Shares pursuant to the Placing on the basis that thePlacing Shares will be allotted to a CREST stock account of one of the Banks whowill hold them as nominee on behalf of the Placee until settlement in accordancewith its standing settlement instructions with it; 19. the allocation, allotment, issue and delivery to it, or the person specifiedby it for registration as holder, of Placing Shares will not give rise to astamp duty or stamp duty reserve tax liability under (or at a rate determinedunder) any of sections 67, 70, 93 or 96 of the Finance Act 1986(depositoryreceipts and clearance services) and that it is not participating in the Placingas nominee or agent for any person or persons to whom the allocation, allotment,issue or delivery of Placing Shares would give rise to such a liability; 20. it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005, as amended, and undertakes that it will acquire, hold, manage and (ifapplicable) dispose of any Placing Shares that are allocated to it for thepurposes of its business only; 21. it has not offered or sold and will not offer or sell any Placing Shares topersons in the United Kingdom prior to Admission except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)FSMA; 22. it is a qualified investor as defined in section 86(7) of FSMA, being aperson falling within Article 2.1(e)(i), (ii) or (iii) of the ProspectusDirective; 23. it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does notrequire approval of the communication by an authorised person; 24. it has complied and it will comply with all applicable provisions of theFSMA with respect to anything done by it or on its behalf in relation to thePlacing Shares in, from or otherwise involving the United Kingdom; 25. it has not offered or sold and will not offer or sell any Placing Shares topersons in the European Economic Area prior to Admission except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purpose of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in any member state of the European Economic Area withinthe meaning of the Prospectus Directive (which means Directive 2003/71/EC andincludes any relevant implementing measure in any member state); 26. it has complied with its obligations in connection with money laundering andterrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000and the Money Laundering Regulations (2003) (the "Regulations") and, if makingpayment on behalf of a third party, that satisfactory evidence has been obtainedand recorded by it to verify the identity of the third party as required by theRegulations; 27. the Company, the Banks and others will rely upon the truth and accuracy ofthe foregoing representations, warranties, acknowledgements and agreements; 28. represents and warrants that if it is a financial intermediary as that termis used in Article 3(2) of the Prospective Directive, the Placing Sharespurchased by it in the Placing have not been acquired on a non-discretionarybasis on behalf of, nor have they been acquired with a view to their offer orresale to, persons in a member state of the European Economic Area which hasimplemented the Prospective Directive other than Qualified Investors, or, in thecircumstances in which the prior written consent of each of the Banks has beengiven to the offer or resale; 29. the Placing Shares will be issued subject to the terms and conditions ofthis Appendix; and 30. this Appendix and all documents into which this Appendix is incorporated byreference or otherwise validly forms a part will be governed by and construed inaccordance with English law. All agreements to acquire shares pursuant to theBookbuilding and/or the Placing will be governed by English law and the Englishcourts shall have exclusive jurisdiction in relation thereto except thatproceedings may be taken by the Banks in any jurisdiction in which the relevantPlacee is incorporated or in which any of its securities have a quotation on arecognised stock exchange. By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf) agrees to indemnify and hold the Company and the Banks harmlessfrom any and all costs, claims, liabilities and expenses (including legal feesand expenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Placing. Please also note that the agreement to allot and issue Placing Shares to Placees(or the persons for whom Placees are contracting as agent) free of stamp dutyand stamp duty reserve tax in the UK relates only to their allotment and issueto Placees, or such persons as they nominate as their agents, directly by theCompany. 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 were any such arrangements, orthe settlement related to other dealings in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor theBanks would be responsible. If this is the case, it would be sensible forPlacees to take their own advice and they should notify the relevant Bankaccordingly. In addition, Placees should note that they will be liable for anycapital duty, stamp duty and all other stamp, issue, securities, transfer,registration, documentary or other duties or taxes (including any interest,fines or penalties relating thereto) payable outside the UK by them or any otherperson on the acquisition by them of any Placing Shares or the agreement by themto acquire any Placing Shares. The representations, warranties, acknowledgements and undertakings contained inthis Appendix are given to the Banks for itself and on behalf of the Company andare irrevocable. The Banks are acting exclusively for the Company and no one else in connectionwith the Bookbuilding and the Placing, and the Banks will not be responsible toanyone (including any Placees) other than the Company for providing theprotections afforded to their respective clients or for providing advice inrelation to the Bookbuilding or the Placing or any other matters referred to inthis announcement. Each Placee and any person acting on behalf of the Placee acknowledges thatneither of the Banks owes fiduciary or other duties to any Placee in respect ofany representations, warranties, undertakings or indemnities in the PlacingAgreement. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that each of the Banks may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so. When a Placee or any person acting on behalf of the Placee is dealing witheither of the Banks, any money held in an account with either Bank on behalf ofsuch Placee and/or any person acting on behalf of such Placee will not betreated as client money within the meaning of the relevant rules and regulationsof the FSA which therefore will not require the Banks to segregate such money,as that money will be held by it under a banking relationship and not astrustee. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. Each Placee and each personacting on behalf of the Placee acknowledges that neither of the Banks, nor anyof their respective Affiliates, is making any recommendations to it, advising itregarding the suitability of any transactions it may enter into in connectionwith the Placing nor providing advice in relation to the Placing nor in respectof any warranties, representations, undertakings or indemnities contained in thePlacing Agreement nor the exercise or performance of any of either Bank's rightsand obligations thereunder including any rights to waive or vary any conditionsor exercise any termination rights. All times and dates in this announcement may be subject to amendment. Therelevant Bank will notify Placees and any persons acting on behalf of thePlacees of any changes. DEFINITIONS In this announcement, unless the context otherwise requires: "ABN AMRO Hoare Govett" means Hoare Govett Limited, a company registered inEngland and Wales whose registered office is at 250 Bishopsgate, London EC2M4AA; "Affiliate" means in respect of a person, any holding company or subsidiaryundertaking of such person or any subsidiary undertaking of any such holdingcompany, or any of their respective associated undertakings; "Banks" means ABN AMRO Hoare Govett and Citi; "Bookbuilding" means the process to be carried out by the Banks to establishdemand at different prices from potential Placees for the Placing Shares; "Citi" means Citigroup Global Markets U.K. Equity Limited, a company registeredin England and Wales whose registered office is at Citigroup Centre, CanadaSquare, London E14 5LB; "Company" means Rexam plc, a company registered in England and Wales whoseregistered office is at 4 Millbank, London SW1P 3XR; "FSA" means the Financial Services Authority acting in its capacity as thecompetent authority for the purposes of Part VI of the FSMA and in the exerciseof its functions in respect of the admission of securities to the Official Listotherwise than in accordance with Part VI of the FSMA; "FSMA" means the Financial Services and Markets Act 2000; "Group" means the Company and its subsidiary undertakings; "Listing Rules" means the listing rules produced by the FSA under Part VI of theFSMA and forming part of the FSA's Handbook of rules and guidance, as amendedfrom time to time; "London Stock Exchange" means London Stock Exchange plc; "Ordinary Shares" means ordinary shares of 64 2/7 p each in the capital of theCompany; "Placees" means persons (including individuals, funds or others) on whose behalfa commitment to acquire Placing Shares has been given and Placee means any oneof them; "Placing" means the placing of the Placing Shares by the Banks on behalf of theCompany pursuant to the provisions of the Placing Agreement; "Placing Agreement" means the agreement dated the same date as this announcementbetween the Company and the Banks relating to the Placing; "Pricing Announcement" means the press announcement by the Company in the formagreed under the Placing Agreement giving details of the number of PlacingShares to be allotted pursuant to the Placing and the Placing Price; "Placing Price" means the price per Ordinary Share at which the Placing Sharesare to be placed with Placees; "QIB" means qualified institutional buyer within the meaning of Rule 144A of theSecurities Act; "Regulation S" means Regulation S promulgated under the Securities Act; "Regulatory Information Service" means any of the regulatory informationservices included within the list maintained on the London Stock Exchange'swebsite; "Securities Act" means the United States Securities Act of 1933; "United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and "United States" means the United States of America, its territories andpossessions, any State of the United States and the District of Columbia. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
REX.L