28th Mar 2008 07:02
BowLeven Plc28 March 2008 28 March 2008 Bowleven plc NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING OF UP TO 11,970,874 NEW ORDINARY SHARES Details of the Placing Bowleven plc ("Bowleven" or the "Company") announces today its intention toplace up to 11,970,874 new Ordinary Shares, representing up to approximately15.98 per cent of Bowleven's issued ordinary share capital immediately prior tothe Placing, with both new and existing institutional investors (the "PlacingShares"). The Placing is being conducted, subject to the satisfaction of certainconditions, through an accelerated book-building process to be carried out byMerrill Lynch International ("Merrill Lynch") and Hoare Govett Limited ("HoareGovett"), who are acting as joint bookrunners in relation to the Placing. Thetiming of the closing of the books, pricing and allocations are at thediscretion of Bowleven, Merrill Lynch and Hoare Govett. The number of PlacingShares and the price at which the Placing Shares are to be placed (the "PlacingPrice") will be agreed by Bowleven with Merrill Lynch and Hoare Govett at theclose of the book-building process. Details of the number of Placing Shares andthe Placing Price will be announced as soon as practicable after the close ofthe book-building process. The Placing Shares will be issued credited as fully paid and will rank paripassu with existing Ordinary Shares, including the right to receive alldividends and other distributions declared, made or paid on or in respect ofsuch shares after the date of issue of the Placing Shares. The Placing will bemade on a non-preemptive basis. If all the Placing Shares are placed, it wouldrepresent an increase of approximately 15.98 per cent. of the current issuedshare capital of the Company, and the Placing Shares would representapproximately 13.78 per cent. of the enlarged issued share capital of theCompany. The Company will apply for admission of the Placing Shares to trading on the AIMmarket of the London Stock Exchange ("Admission"). It is expected that Admissionwill take place and that trading will commence on 2 April 2008. The Placing is conditional upon, inter alia, Admission becoming effective. ThePlacing is also conditional on the placing agreement made between the Company,Merrill Lynch and Hoare Govett not being terminated. The Appendix to this announcement (which forms part of this announcement) setsout the terms and conditions of the Placing. Use of Proceeds The directors of the Company intend to use the proceeds of the proposed placingto finance potential appraisal activity on the Etinde permit following the IF-1rwell and also to provide funds for further exploration and appraisal activitiesin its West African portfolio and for working capital purposes. Commenting on the proposed Placing, Kevin Hart, Chief Executive Officer ofBowleven said: "The strong support of existing and prospective new shareholders is mostwelcome. I am confident we can utilise the placing proceeds to good effect as weseek to add to and enhance the value of our existing resource base." Contacts Bowleven plcKevin Hart, Chief Executive Officer 00 44 131 524 5656John Brown, Finance Director 00 44 131 524 5657Kerry Crawford, Head of Investor Relations 00 44 131 524 5664 Merrill Lynch InternationalAndrew Osborne 00 44 207 996 2629Oliver Holbourn 00 44 207 995 3700 Hoare Govett LimitedAndrew Foster 00 44 207 678 8000John MacGowan 00 44 207 678 1084 Brunswick Group LLPPatrick Handley 00 44 207 404 5959 General Merrill Lynch, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and no-one else in relation tothe Placing and will not be responsible to any person other than the Companyunder FSMA, the rules of the FSA or otherwise for providing the protectionsafforded to its clients or for any matter concerning the Placing or forproviding advice in relation to the Placing or in relation to the contents ofthis announcement or any other transaction, arrangement or matter referred toherein. Merrill Lynch can be contacted at 2 King Edward Street, London, EC1A1HQ. Hoare Govett, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for the Company and no-one else in relation tothe Placing and will not be responsible to any person other than the Companyunder FSMA, the rules of the FSA or otherwise for providing the protectionsafforded to its clients or for any matter concerning the Placing or forproviding advice in relation to the Placing or in relation to the contents ofthis announcement or any other transaction, arrangement or matter referred toherein. Hoare Govett can be contacted at 250 Bishopsgate, London EC2M 4AA. Members of the public are not eligible to participate in the Placing. Thisannouncement is for information purposes only and does not constitute an offerto issue or sell, or the solicitation of an offer to subscribe for or acquire,any securities to any person in any jurisdiction, including without limitationin the United States, Canada, Australia or Japan. 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, Merrill Lynch or Hoare Govett, or any of theirrespective Affiliates that would permit an offer of the Placing Shares orpossession or distribution of this announcement or any other offering orpublicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by the Company, Merrill Lynch and Hoare Govettto inform themselves about and to observe any such restrictions. This announcement is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationunder the US Securities Act of 1933 (the "Securities Act") or an exemptiontherefrom. The Company has not registered and does not intend to register any ofits Ordinary Shares under the Securities Act. The Placing Shares will not beoffered or sold in the United States. The securities to which this announcement relates may be illiquid and/or subjectto restrictions on their resale. Prospective investors in the Placing Sharesshould conduct their own due diligence on the Placing Shares and the Company.Prospective investors who do not understand the contents of this announcementshould consult an authorised financial adviser. APPENDIX: TERMS AND CONDITIONS Important information on the Placing for Placees, or proposed Placees, only MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY TO PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR ARE PERSONS FALLINGWITHIN ARTICLE 49(1) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONSETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND AREPERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (THE 'FSMA') (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS 'RELEVANT PERSONS' AND INDIVIDUALLY AS A 'RELEVANT PERSON'). THISANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANYINVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILLBE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENTAND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THISANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN BOWLEVEN PLC. THE PLACING SHARES HAVE NOT BEENAND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, ORUNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION OR ANEXEMPTION THEREFROM MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to subscribe for Placing Shares, will be deemed to haveread and understood this Announcement in its entirety and to be making suchoffer and participating on the terms and conditions contained in this Appendix,and to be providing the representations, warranties, agreements,acknowledgements and undertakings, in each case as contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that it: 1. is a Relevant Person; and 2. is outside the United States and is acquiring the Placing Shares in an'offshore transaction' (within the meaning of Regulation S under the SecuritiesAct). This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Ordinary Shares in the UnitedStates, Canada, Japan, Australia or in any other jurisdiction in which suchoffer or solicitation is or may be unlawful and the information contained hereinis not for publication or distribution to persons in the United States, Canada,Japan or Australia or any jurisdiction in which such publication or distributionis unlawful. Any failure to comply with these restrictions may constitute aviolation of US, Canadian, Australian or Japanese securities laws. Personsreceiving this Announcement (including, without limitation, custodians, nomineesand trustees) must not distribute, mail or send it in, into or from the UnitedStates, or use the United States mails, directly or indirectly, in connectionwith the Placing, and by so doing may invalidate any related purportedapplication for Placing Shares. The Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any state orother jurisdiction of the United States, and may not be offered or sold, resoldor delivered, directly or indirectly in or into the United States absent suchregistration or an exemption therefrom. No offering of the Placing Shares isbeing made in the United States. The Placing Shares are being offered and soldoutside the United States in reliance on Regulation S. Until the expiration of40 days after the closing of the Placing, an offer or sale of the Placing Shareswithin the United States by a dealer, whether or not participating in thePlacing, may violate the registration requirements of the Securities Act. The distribution of this Announcement (including this Appendix) and the Placingand/or issue of Ordinary Shares in certain other jurisdictions may be restrictedby law. No action has been taken by the Company, Merrill Lynch or Hoare Govettthat would permit an offer of Ordinary Shares or possession or distribution ofthis Announcement (including this Appendix) or any other offering or publicitymaterial relating to such Ordinary Shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this Announcement(including this Appendix) comes are required by the Company, Merrill Lynch andHoare Govett to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Merrill Lynch and Hoare Govett have entered into the Placing Agreement with theCompany, whereby Merrill Lynch and Hoare Govett have, on the terms and subjectto the conditions set out therein, agreed to use their reasonable endeavours asagents for and on behalf of the Company to procure Placees for the PlacingShares at the Placing Price during the Bookbuilding. The Placing Shares will when issued be credited as fully paid and will rank paripassu in all respects with the existing issued 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 The Company will apply for admission of the Placing Shares to trading on the AIMmarket of the London Stock Exchange. It is expected that Admission will takeplace and that trading in the Placing Shares will commence on 2 April 2008. Bookbuilding Process Merrill Lynch and Hoare Govett (as joint bookrunners) are conducting anaccelerated bookbuilding process to determine demand for participation in thePlacing and the Placing Price. This Appendix gives details of the terms andconditions of, and the mechanics of participation in, the Bookbuilding and thePlacing. No commissions will be paid to Placees or by Placees in respect oftheir agreement to subscribe for any Placing Shares. How to Participate in the Bookbuilding Process An institution that is a Relevant Person and that wishes to participate in theBookbuilding should communicate its bid by telephone to its usual sales contactat Merrill Lynch or ABN AMRO Bank N.V. (London Branch) or to John MacGowan atHoare Govett (020 7678 1084) or to Oliver Holbourn at Merrill Lynch (020 79953700). If successful, an allocation will be confirmed orally following theclose of the Bookbuilding, and a conditional contract note will be dispatched assoon as possible thereafter. Merrill Lynch's or Hoare Govett's oralconfirmation will constitute a legally binding commitment upon the RelevantPerson to subscribe for the number of Placing Shares allocated to that RelevantPerson at the Placing Price (as defined below) set out in the PricingAnnouncement (as defined below) and otherwise on the terms and conditions setout in this Appendix and in accordance with the Company's memorandum andarticles of association. Each Placee's obligations will be owed to the Company,Merrill Lynch and Hoare Govett. Each Placee will also have an immediate,separate, irrevocable and binding obligation, owed to Merrill Lynch or HoareGovett (as the case may be) to pay to Merrill Lynch or Hoare Govett (as the casemay be) (or as each may direct) in cleared funds an amount equal to the productof the Placing Price and the number of Placing Shares such Placee is allocated.The Company will make a further announcement following the close of theBookbuilding detailing the Placing Price at which the Placing Shares are beingplaced and the number of Placing Shares being issued (the "PricingAnnouncement"). Principal Terms of the Bookbuilding Process 1. Merrill Lynch and Hoare Govett are arranging the Placing as agents for theCompany. 2. Participation will only be available to Relevant Persons invited toparticipate by Merrill Lynch or Hoare Govett and who communicate their wish toparticipate in the Bookbuilding to Merrill Lynch or Hoare Govett in accordancewith paragraph 4 below and who are able to participate in accordance with theterms and conditions set out herein. Merrill Lynch and Hoare Govett areentitled to enter bids and participate as principals in the Bookbuilding. 3. The Bookbuilding will establish a single price (the "Placing Price")payable by all Placees. The Placing Price will be determined by the Company,Merrill Lynch and Hoare Govett. 4. An institution that is a Relevant Person and that wishes to participatein the Bookbuilding should communicate its bid by telephone to its usual salescontact at Merrill Lynch or ABN AMRO Bank N.V. (London Branch) or to JohnMacGowan at Hoare Govett (020 7678 1084) or to Oliver Holbourn at Merrill Lynch(020 7995 3700). The bid should state the number of Placing Shares and/ormonetary amount which the institution wishes to subscribe for at either thePlacing Price or at prices up to a maximum price limit specified in the bid. 5. Any bid will be made on the terms and conditions in this Appendix andwill not be capable of variation or revocation after the close of theBookbuilding process. 6. Each of Merrill Lynch and Hoare Govett reserve the right not to acceptbids or to accept bids in part rather than in whole. The acceptance of bidsshall be at Merrill Lynch's and Hoare Govett's absolute discretion. 7. The Bookbuilding process is expected to close no later than 4.30 pm(London time) on 28 March 2008, but may be closed earlier or later at the solediscretion of Merrill Lynch and Hoare Govett. Merrill Lynch and Hoare Govettmay, in their respective sole discretion, accept bids that are received afterthe Bookbuilding process has closed. The Company, Merrill Lynch and Hoare Govettwill be entitled to effect the Placing by such alternative method to theBookbuilding process as they may, in their discretion, determine. 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 on the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. ThePlacing is conditional upon, inter alia, Admission becoming effective by 8.00a.m. on 10 April 2008. The Placing is also conditional on, inter alia, thePlacing Agreement not being terminated prior to such date. If (a) any of the conditions contained in the Placing Agreement are notfulfilled or waived by Merrill Lynch and Hoare Govett by the respective time ordate where specified (or such later time or date as Merrill Lynch, Hoare Govettand the Company may agree but not later than 8.00 a.m. on 10 April 2008) or (b)the Placing Agreement is terminated in the circumstances specified below, thePlacing will lapse and the Placees' rights and obligations hereunder shall ceaseand terminate at such time and each Placee agrees that no claim can be made byor on behalf of the Placee (or any person on whose 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 andwill not be capable of rescission or termination by it. Merrill Lynch and Hoare Govett may, at their discretion and upon such terms asthey think fit, waive compliance by the Company with, or extend the time and/ordate for fulfilment by the Company of, the whole or any part of any of theCompany's obligations in relation to the conditions in the Placing Agreement,save that the condition relating to Admission of the Placing Shares may not bewaived. Any such extension or waiver will not affect Placees' commitments. None of Merrill Lynch, Hoare Govett and/or the Company shall have any liabilityto any Placee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision Merrill Lynch and Hoare Govett may make asto whether or not to waive or to extend the time and/or date for thesatisfaction of any condition to the Placing nor for any decision they may makeas to the satisfaction of any condition or in respect of the Placing generally. Right to terminate under the Placing Agreement Merrill Lynch and Hoare Govett may, at any time before Admission, terminate thePlacing Agreement in accordance with the terms of the Placing Agreement bygiving notice to the Company in certain circumstances, including the occurrenceof a force majeure event or a material adverse change in the financial conditionof the Company. If the obligations of Merrill Lynch and Hoare Govett under the Placing Agreementare terminated in accordance with its terms, the rights and obligations of eachPlacee in respect of the Placing as described in this Announcement (includingthis Appendix) shall cease and terminate at such time and no claim can be madeby any Placee in respect thereof. By participating in the Placing each Placee agrees with Merrill Lynch and HoareGovett that the exercise by either of them of any right of termination or otherdiscretion under the Placing Agreement shall be within the absolute discretionof Merrill Lynch and Hoare Govett and that neither Merrill Lynch nor HoareGovett need make any reference to any such Placee and that neither shall haveany liability whatsoever to any such Placee (or to any other person whetheracting on behalf of a Placee or otherwise) in connection with the exercise ofsuch rights. No prospectus No prospectus, admission document or other offering document has been or will besubmitted to be approved by the FSA or filed with the Registrar of Companies inScotland in relation to the Placing and the Placees' commitments will be madesolely on the basis of the information contained in this Announcement (includingthis Appendix) and other information published by or on behalf of the Companyvia a Regulatory Information Service. Each Placee, by accepting a participationin the Placing, agrees and confirms that it has neither received nor relied onany other information, representation, warranty or statement made by or onbehalf of any of Merrill Lynch, Hoare Govett or the Company and none of theCompany, Merrill Lynch or Hoare Govett will be liable for any Placee's decisionto participate in the Placing based on any other information, representation,warranty or statement. Each Placee acknowledges and agrees that it has relied onits own investigation of the business, financial and trading position of theCompany in accepting a participation in the Placing. Nothing in this paragraphshall however exclude the liability of any person for fraudulentmisrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB00B04PYL99) followingAdmission will take place within the CREST system, subject to certainexceptions. Merrill Lynch and Hoare Govett reserve the right to requiresettlement for and delivery of the Placing Shares to Placees by such other meansthat they deem necessary if delivery or settlement is not possible orpracticable within the CREST system within the timetable set out in thisAnnouncement (including this Appendix) or would not be consistent with theregulatory requirements in any Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a contract note(the 'Contract Note') stating the number of Placing Shares allocated to it, thePlacing Price, the aggregate amount owed by such Placee to Merrill Lynch orHoare Govett (as applicable) and settlement instructions. Settlement through Merrill Lynch should be against CREST ID: 686, accountdesignation "IPO". ABN AMRO Bank N.V. (London Branch) is acting as Hoare Govett's settlement agentand Placees should settle against CREST ID: 521, account designation "AGENT". It is expected that Contract Notes will be despatched today, 28 March 2008, andthat the trade date will also be today. Each Placee agrees that it will do allthings necessary to ensure that delivery and payment is completed in accordancewith the settlement instructions set out in the Contract Note. It is expected that settlement will be on 2 April 2008 in accordance with theinstructions set out in the Contract Note. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above and in the Contract Noteat the rate of two (2) percentage points above the base rate of Barclays Bankplc from time to time. Each Placee is deemed to agree that if it does not comply with theseobligations, Merrill Lynch and/or Hoare Govett may sell any or all of thePlacing Shares allocated to that Placee on such Placee's behalf and retain fromthe proceeds, for their account and benefit, an amount equal to the aggregateamount owed by the Placee plus any interest due. The relevant Placee will,however, remain liable for any shortfall below the aggregate amount owed by itand may be required to bear any stamp duty or stamp duty reserve tax (togetherwith any interest or penalties) which may arise upon the sale of such PlacingShares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the Contract Note is copied and delivered immediatelyto 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 (and in particular subject to paragraph 15 below), be soregistered free from any liability to UK stamp duty or stamp duty reserve tax.No Placee (or any nominee or other agent acting on behalf of a Placee) will beentitled to receive any fee or commission in connection with the Placing. Representations and warranties By participating in the Bookbuilding, each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read this Announcement (including thisAppendix) in its entirety and acknowledges that its participation in the Placingwill be governed by the terms of this Appendix; 2. represents and warrants that it has received this Announcement (includingthis Appendix) solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus, admissiondocument or other offering document in connection with the Placing andacknowledges that no prospectus, admission document or other offering documenthas been prepared in connection with the Placing; 4. acknowledges that the Ordinary Shares are admitted to trading on AIM, and theCompany is therefore required to publish certain business and financialinformation in accordance with the rules and practices of AIM (collectively, the"Exchange Information"), which includes a description of the nature of theCompany's business and the Company's most recent balance sheet and profit andloss account, and similar statements for preceding financial years; 5. acknowledges that neither of Merrill Lynch nor Hoare Govett nor any of theirrespective Affiliates nor any person acting on behalf of either of them or anyof their respective Affiliates nor the Company or any of its Affiliates hasprovided, and will not provide, it with any material regarding the PlacingShares or the Company other than this Announcement (including this Appendix);nor has it requested Hoare Govett or Merrill Lynch, or any of their respectiveAffiliates or any person acting on behalf of Hoare Govett or Merrill Lynch orany of their respective Affiliates to provide it with any such information; 6. acknowledges that the content of this Announcement (including this Appendix)is exclusively the responsibility of the Company and that none of Merrill Lynch,Hoare Govett, or any of their respective Affiliates or any person acting onbehalf of Hoare Govett or Merrill Lynch or any of their respective Affiliateshas or shall have any liability for any information, representation or statementcontained in this Announcement (including this Appendix) or any informationpreviously published by or on behalf of the Company and will not be liable forany Placee's decision to participate in the Placing based on any information,representation or statement contained in this Announcement (including thisAppendix) or otherwise. Each Placee represents, warrants and agrees that whenmaking its investment decision to purchase the Placing Shares it has relied onlyon publicly available information released by or on behalf of the Company via aRegulatory Information Service relating to the Company and this Announcement(including this Appendix), such information being all that it deems necessary tomake an investment decision in respect of the Placing Shares and that it hasrelied on its own investigation with respect to the Placing Shares and theCompany in connection with its decision to subscribe for the Placing Shares andacknowledges that it is not relying on any investigation that Merill Lynch,Hoare Govett, or any of their respective Affiliates or any person acting onbehalf of Merrill Lynch, Hoare Govett or any of their respective Affiliates mayhave conducted with respect to the Placing Shares or the Company and none ofsuch persons has made any representations to it, express or implied, withrespect thereto; 7. acknowledges that it has not relied on any information relating to theCompany contained in any research reports prepared by Merrill Lynch, HoareGovett, any of their respective Affiliates or any person acting on behalf ofMerrill Lynch, Hoare Govett or any of their respective Affiliates andunderstands that none of Merrill Lynch., Hoare Govett, their respectiveAffiliates or any person acting on behalf of Merrill Lynch, Hoare Govett or anyof their respective Affiliates: (i) has or shall have any liability for publicinformation or any representation; (ii) has or shall have any liability for anyadditional information that has otherwise been made available to such Placee,whether at the date of publication, the date of the announcement or otherwise;and (iii) makes any representation or warranty, express or implied, as to thetruth, accuracy or completeness of such information, whether at the date ofpublication, the date of the announcement or otherwise; 8. represents and warrants that it, or the beneficial owner, as applicable, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it, or the beneficial owner, asapplicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities (including anyapplicable foreign exchange rules); 9. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to subscribe for the Placing Shares and toexecute and deliver all documents necessary for such subscription; 10. represents and warrants that it (or if acquiring the Placing Shares asfiduciary or agent for any investor account, such investor) will be thebeneficial owner of such Placing Shares and that the beneficial owner of suchPlacing Shares will not at the time the Placing Shares are acquired be aresident of the United States, Canada, Japan or Australia; 11. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any of theStates of the United States, or under the securities legislation of Canada,Australia or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 12. represents and warrants that it is not a resident of or located in theUnited States or acting in a non-discretionary basis for a person in the UnitedStates and is purchasing the Placing Shares in an 'offshore transaction' inaccordance with Regulation S under the Securities Act; 13. acknowledges (and confirms that each beneficial owner of the Placing Shareshas been advised) that the Placing Shares have not been and will not beregistered under the Securities Act or under any applicable state securitieslaws, nor approved or disapproved by the US Securities and Exchange Commission,any state securities commission in the United States or any other United Statesregulatory authority; 14. represents and warrants that if it is a pension fund or investment company,its purchase of Placing Shares is in full compliance with applicable laws andregulations; 15. represents and warrants that the allocation, allotment, issue and deliveryto it, or the person specified by it for registration as holder, of PlacingShares will not give rise to a liability under any of sections 67, 70, 93 or 96of the Finance Act 1986 (depositary receipts and clearance services) and thatthe Placing Shares are not being subscribed for by it in connection witharrangements to issue depositary receipts or to transfer Placing Shares into aclearance system; 16. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007(the 'Regulations') and, if making payment on behalf of a third party, thatsatisfactory customer due diligence measures have been taken (includingobtaining and recording satisfactory evidence to verify the identity of thethird party) as required by the Regulations; 17. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19(1) and/or 49(1) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, and is a person who fallswithin paragraph (7) of section 86 of the FSMA; 18. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept in circumstances which have not resulted and which will not result in anoffer to the public in the United Kingdom within the meaning of the ProspectusRules made by the FSA pursuant to Part IV of the FSMA; 19. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 20. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 21. represents and warrants that it and any person acting on its behalf isentitled to subscribe for the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to participating inthe Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this Announcement (including this Appendix) and to make the representations,acknowledgments, warranties, undertakings and agreements included in thisAppendix) and will honour such obligations; 22. undertakes that it (and any person acting on its behalf) will make paymentfor the Placing Shares allocated to it in accordance with this Announcement(including this Appendix) and the Contract Note on the due time and date set outherein, failing which the relevant Placing Shares may be placed with othersubscribers or sold as Merrill Lynch and Hoare Govett may in their solediscretion determine and without liability to such Placee; 23. acknowledges that none of Merrill Lynch, Hoare Govett, their respectiveAffiliates or any person acting on behalf of Merrill Lynch, Hoare Govett or anyof their respective Affiliates is providing any investment service to anyinvestor, including making any recommendations to it, advising it regarding thesuitability of any transactions it may enter into in connection with the Placingnor providing advice in relation to the Placing nor the exercise or performanceof any of Merrill Lynch's or Hoare Govett's rights and obligations thereunderincluding any rights to waive or vary any conditions or exercise any terminationright; 24. undertakes that the person who it specifies for registration as holder ofthe Placing Shares will be (i) itself or (ii) its nominee, as the case may be.None of Merrill Lynch, Hoare Govett or the Company will be responsible for anyliability to stamp duty or stamp duty reserve tax resulting from a failure toobserve this requirement. Placees acknowledge that the Placing Shares will becredited to the CREST stock account of: • Merrill Lynch, in which case Placees should settle against CREST ID: 686, account designation "IPO"; or • ABN AMRO Bank N.V. (London Branch), acting as Hoare Govett's settlement agent, in which case Placees should settle against CREST ID: 521, account designation "AGENT", and who in either case will hold them as nominee for the subscribers of suchshares until settlement in accordance with its standing settlement instructions; 25. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith English law and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the courts ofEngland as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company, Merrill Lynch or Hoare Govett in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange; 26. acknowledges that Merrill Lynch and Hoare Govett may (at their absolutediscretion) satisfy their obligations to procure Placees by themselves agreeingto become a Placee in respect of some or all of the Placing Shares or bynominating any connected or associated person to do so; 27. agrees that the Company, Merrill Lynch, Hoare Govett and others will relyupon the truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to Merrill Lynch and HoareGovett on their own behalf and on behalf of the Company and are irrevocable; 28. acknowledges and agrees that to the fullest extent permissible by law, noneof Merrill Lynch, Hoare Govett or the Company, nor any of their respectiveAffiliates, shall have any liability to Placees (or to any other person whetheracting on behalf of a Placee or otherwise) in connection with the Placing orBookbuilding (or its conduct) or such alternative method of effecting thePlacing; and 29. agrees to indemnify and hold each of the Company, Merrill Lynch and HoareGovett and their respective Affiliates harmless from any and all costs, claims,liabilities and expenses (including legal fees and expenses) arising out of orin connection with any breach by it (or any person on whose behalf it is acting)of the representations, warranties, acknowledgements, agreements andundertakings in this Appendix and further agrees that the provisions of thisAppendix shall survive after completion of the Placing. The Company, Merrill Lynch and Hoare Govett will rely upon the truth andaccuracy of the foregoing representations, warranties, acknowledgements,undertakings and agreements. The Company, Merrill Lynch and Hoare Govettreserve the right to waive any of the foregoing representations and warrantiesin individual circumstances as they deem appropriate and in accordance withapplicable law. The agreement to settle any Placee's subscription (and/or the subscription 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 such Placee and/or such person for whom such Placee is contracting directfrom the Company for the Placing Shares in question. Such agreement assumesthat the Placing Shares are not being subscribed in connection with arrangementsto issue depositary receipts or to transfer the Placing Shares into a clearanceservice. If there were any such arrangements, or the settlement related to otherdealing in the Placing Shares, stamp duty or stamp duty reserve tax may bepayable, for which none of the Company, Merrill Lynch and Hoare Govett will beresponsible. If this is the case, such Placee should take its own advice andnotify Merrill Lynch and Hoare Govett accordingly. In addition, Placees should note that they will be liable to pay any capitalduty, stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on thesubscription by them for any Placing Shares or the agreement by them tosubscribe for any Placing Shares. All times and dates in this Announcement (including this Appendix) may besubject to amendment. Merrill Lynch and/or Hoare Govett shall notify the Placeesand any person acting on behalf of the Placees of any changes. This Announcement(including this Appendix) has been issued by the Company and is the soleresponsibility of the Company. When a Placee or person acting on behalf of the Placee is dealing with MerrillLynch or Hoare Govett, any money held in an account with Merrill Lynch or HoareGovett on behalf of the Placee and/or any person acting on behalf of the Placeewill not be treated as client money within the meaning of the rules andregulations of the Financial Services Authority made under the FSMA. The Placeeacknowledges that the money will not be subject to the protections conferred bythe client money rules; as a consequence, this money will not be segregated fromMerrill Lynch's or Hoare Govett's money (as applicable) in accordance with theclient money rules and will be used by Merrill Lynch or Hoare Govett (asapplicable) in the course of its own business; and the Placee will rank only asa general creditor of Merrill Lynch or Hoare Govett (as applicable). Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the Securities Act or an exemption therefrom. The Company hasnot registered and does not intend to register any of its Ordinary Shares underthe Securities Act. The Placing Shares will not be offered or sold in the UnitedStates. DEFINITIONS In this announcement: "Admission" means the admission of the Placing Shares to trading on AIM becomingeffective in accordance with the AIM Rules; "Affiliate" means in relation to a person (the "first person") each of itsholding companies, subsidiaries, branches, associated undertakings andaffiliates (affiliates having the meaning given in Rule 405 or in Rule 501(b) ofthe Securities Act, as applicable in the context used) (including, withoutlimitation, joint venture partners) from time to time (and subsidiaries of anysuch subsidiaries, branches, associated undertakings, affiliates and holdingcompanies) (including, without limitation, joint venture partners) and each oftheir and the first person's respective officers, directors, supervisory boardmembers, employees, representatives, controlling persons, shareholders andagents from time to time; "AIM" means the AIM market operated by the London Stock Exchange; "AIM Rules" means the current rules published by the London Stock Exchangeapplicable to companies with a class of listed securities admitted to trading onAIM; "Announcement" means this announcement, including the Appendix; "Board" means the board of directors of the Company or a duly authorisedcommittee thereof; "Bookbuilding" means the accelerated bookbuilding procedure to be carried out bythe Managers in connection with the Placing; "Bowleven" or the "Company" means Bowleven plc; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000, as amended; "Group" means the Company and its subsidiary undertakings and associates; "London Stock Exchange" means London Stock Exchange plc; "Managers" means Merrill Lynch International and Hoare Govett Limited; "Ordinary Shares" means ordinary shares of 10 pence each in the capital of theCompany; "Placees" means persons (including individuals, funds or others) on whose behalfa commitment to subscribe for Placing Shares has been given and "Placee" meansany one of them; "Placing" means the placing of the Placing Shares by the Managers withinstitutional investors on behalf of the Company; "Placing Agreement" means the agreement dated 28 March 2008 among the Companyand the Managers in connection with the Placing; "Placing Price" means the price per Ordinary Share at which the Placing Sharesare placed; "Placing Shares" means the Ordinary Shares which are to be issued pursuant tothe Placing; "Regulatory Information Service" means any of the regulatory informationservices included within the list maintained on the London Stock Exchange'swebsite; "Securities Act" means the US Securities Act of 1933, as amended; "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;and "United States" or "US" 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:
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