12th Jul 2006 07:01
Big Yellow Group PLC12 July 2006 THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,RELEASE OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THEUNITED STATES Big Yellow Group PLC ("Big Yellow" or the "Company") Share Placing to raise up to £36.4 million by the issue of up to 9,100,000 shares (the "Placing") at 400 pence per share (the "Placing Price") Big Yellow today announces a placing of up to 9,100,000 new ordinary shares (the"Placing Shares") further to the trading update announced earlier today. The Placing will raise approximately £36.4 million through the issue of up to9,100,000 new ordinary shares, representing up to 8.85% of the current issuedshare capital, at a Placing Price of 400 pence per share. Background to and reasons for the Placing Big Yellow has established itself as the premium and brand leading self storagebusiness in London and the South, predominantly operating from high qualityfreehold properties in convenient and accessible locations with excellentcustomer service. In the period between its IPO in May 2000 and 30 June 2006, the Group opened 34stores and has a further 19 sites in development. Over this periodapproximately £240 million was invested in the store roll out. Big Yellow is now looking to expand its reach nationally by investing in majorconurbations throughout the UK. Big Yellow wishes to raise further capital to: • Continue its fast pace of site acquisitions and subsequent store roll out • Pay for the conversion charge on the Group's intended conversion to REIT status The Big Yellow Group acquired 10 sites in the year to 31 March 2006 and hasalready secured a further five in the current year. Big Yellow wishes tocontinue with the pace of acquisitions that it has recently achieved, and istargeting at least 10 site acquisitions per year. The build-out of the sitesthat are owned or controlled by the Group will involve further capitalexpenditure of £128 million over the next three years. In the Chairman's statement announced on 16 May this year, Big Yellow statedthat it was minded to convert to a REIT when the current draft legislationbecomes effective on 1 January 2007. This intention was subject to clarificationof certain issues including finalisation of the legislation in relation togroups. Detailed advice has since been sought from the Group's tax and legal advisersand, in order to comply with the current requirements for REITs, Big Yellow willneed to undertake an internal reorganisation of the Group's assets. On thebasis of this advice, the Board is reasonably confident that, subject to reviewof the final legislation, it will qualify for REIT status. It is therefore the Group's current intention to convert to REIT status witheffect from 1 January 2007. Based on the value of the Group's properties of£474.8 million as reported at 31 March 2006, this would result in a conversioncharge of approximately £9.5 million. On the basis of the current draft legislation, REITs will be required todistribute 90% of their qualifying earnings to shareholders and accordingly,following conversion to REIT status, the Group's dividend distribution would beexpected to increase in the financial year 2007/2008 and thereafter. It is theBoard's intention to pay a dividend in excess of the minimum allowable under theREIT regime. Dividends will be set based on 90% of qualifying post-depreciationearnings without further deduction for additional shadow capital allowances.This will have the effect of reducing retained earnings, which are currentlyused to partially fund the capital expenditure programme. For these principal reasons the Board believes that it is in the best interestsof shareholders to raise additional capital. It is intended that Philip Burks, a director of Big Yellow, will exerciseoptions and sell these shares issued to him to David Ross, another director ofBig Yellow, at the Placing Price. It is intended that this trade between thedirectors will be conditional on the Placing. Following the sale, Philip Burkswill continue to have an interest in 10,396,000 issued shares (excluding hisunexercised share options), representing approximately 9.2% of the issued sharecapital (as enlarged by the Placing) and David Ross will have an interest in9,500,000 issued shares in the capital of Big Yellow (including 1,500,000Placing Shares to be taken up pursuant to the Placing), representingapproximately 8.4% of the issued share capital (as enlarged by the Placing). Itis expected that the trade will occur immediately following the announcement ofthe results of the Placing (expected to be no later than 4.30 p.m. today). JPMorgan Cazenove is acting as Bookrunner and Manager for the Placing. Theproposed issue of Placing Shares will take place at an issue price of 400 penceper share. The number of shares will be established through an acceleratedbookbuild process. It is expected that the books will close no later than 4.30p.m. on 12 July 2006 and allocations are expected to be set as soon aspracticable thereafter. JPMorgan Cazenove reserves the right to close the booksand announce the allocations at any earlier or later time. The Placing will takeplace in accordance with the terms and conditions set out in the Appendix tothis announcement. The Placing Shares will be credited as fully paid and will rank equally in allrespects with the existing ordinary shares of 10 pence each in the share capitalof Big Yellow ("Ordinary Shares"), including the right to receive all dividendsand other distributions declared, made or paid after the date of issue of thePlacing Shares. Application will be made to the Financial Services Authority(the "FSA") for the Placing Shares to be admitted to the Official Listmaintained by the FSA and to trading by the London Stock Exchange plc (the"Exchange") on its market for listed securities ("Admission"). Settlement for any Placing Shares issued pursuant to the Placing, as well asAdmission, is expected to take place on 17 July 2006. This announcement does not constitute an invitation to underwrite, subscribe foror otherwise acquire or dispose of any Ordinary Shares. Past performance is noguide to future performance and any investment decision to buy Placing Sharesmust be made solely on the basis of Publicly Available Information (as definedbelow). Persons needing advice should consult an independent financial adviser. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly, in or into the United States. Thisannouncement is for information only and does not constitute an offer orinvitation to acquire or dispose of Ordinary Shares in the United States. ThePlacing Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended, (the "Securities Act"), or the laws of any state of theUnited States, and may not be offered or sold in the United States exceptpursuant to an exemption from, or in a transaction not subject to, therequirements of the Securities Act and applicable state laws. There will be nopublic offer of Ordinary Shares in the United States, the United Kingdom orelsewhere. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by Big Yellow or JPMorgan Cazenove that would permit an offering of suchordinary shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such ordinary shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by Big Yellow and JPMorganCazenove to inform themselves about and to observe any such restrictions. This announcement is the sole responsibility of Big Yellow. No representationor warranty, express or implied, is or will be made as to, or in relation to,and no responsibility or liability is or will be accepted by JPMorgan Cazenoveor by any of its affiliates or agents as to or in relation to, the accuracy orcompleteness of this announcement, or any other written or oral information madeavailable to or publicly available to any interested party or its advisers andany liability therefore is hereby expressly disclaimed. JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting forBig Yellow in connection with the Placing and no one else and will not beresponsible to anyone other than Big Yellow for providing the protectionsafforded to clients of JPMorgan Cazenove nor for providing advice in relation tothe Placing. ENQUIRIES: Big Yellow Group Tel: +44 (0)1276 477 811Nicholas VetchJimmy Gibson JPMorgan Cazenove Tel: +44 (0) 20 7588 2828Richard CottonRobert FowldsShona GrahamRoger Clarke Weber Shandwick Square Mile Tel: +44 (0)20 706 70700Louise RobsonJohn Moriarty APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN. IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC.") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOTCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BIG YELLOWGROUP PLC (THE "COMPANY"). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THEPLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON INTHE UNITED KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONSFALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC, WHICHINCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITYOR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TOINVEST IN SECURITIES. Persons who are invited to and who choose to participate in the Placing bymaking an oral offer to take up Placing Shares, will be deemed to have read andunderstood this Announcement in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. In particular,each such Placee represents, warrants and acknowledges that it: (a) is a Relevant Person and undertakes that it will acquire, hold,manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; and (b) is not a resident of the United States and is outside the UnitedStates, within the meaning of Regulation S under the Securities Act. 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 capitalof the Company in Australia, Canada, Japan, South Africa, the United States orin any jurisdiction in which such offer or solicitation is unlawful and theinformation contained herein is not for publication or distribution, directly orindirectly, in or into Australia, Canada, Japan, South Africa, the United Statesor any jurisdiction 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 the laws of any state of the UnitedStates, and may not be offered or sold in the United States except pursuant toan exemption from, or in a transaction not subject to, the requirements of theSecurities Act. There will be no public offer of Ordinary Shares in the UnitedStates, the United Kingdom or elsewhere. The Placing Shares are being offeredand sold outside the United States in reliance on Regulation S under theSecurities Act and applicable state laws. The Placing Shares have not beenapproved or disapproved by the US Securities and Exchange Commission, any statesecurities commission or other regulatory authority, nor have the foregoingauthorities passed upon or endorsed the merits of this offering. Anyrepresentation to the contrary is unlawful. In addition, until 40 days after thecommencement of the offering, any offer or sale of Placing Shares in the UnitedStates by any dealer (whether or not participating in the offering) may violatethe registration requirements of the Securities Act if the offer or sale is madeotherwise than in accordance with Regulation S under the Securities Act orpursuant to another exemption from registration under the Securities Act. The distribution of this announcement and the offering or sale of the PlacingShares in certain jurisdictions may be restricted by law. No action has beentaken by the Company or JPMorgan Cazenove that would permit an offering of suchordinary shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such ordinary shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company and JPMorganCazenove to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove has entered into a placing agreement (the "Placing Agreement")with the Company whereby JPMorgan Cazenove has, subject to the conditions setout therein, agreed as agent for the Company to use its reasonable endeavours toprocure Placees to take up the Placing Shares. If such Placees fail to take uptheir allocations, JPMorgan Cazenove has agreed, as principal, to take up thesePlacing Shares itself in accordance with the terms of the Placing Agreement.JPMorgan Cazenove has only agreed to underwrite Placing Shares for which it hasprocured Placees and will not necessarily be underwriting the maximum number of9,100,000 Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankequally in all respects with the existing issued Ordinary Shares, including theright to receive all dividends and other distributions declared, made or paid inrespect of the Ordinary Shares after the date of issue of the Placing Shares. The allotment and issue of the Placing Shares will be made by the Company toPlacees procured by JPMorgan Cazenove (acting as agent for the Company) inconsideration for the transfer to the Company of certain shares in a Jerseyincorporated subsidiary of the Company by JPMorgan Cazenove. In this Appendix, unless the context otherwise requires, "Placee" means aRelevant Person (including individuals, funds or others) by whom or on whosebehalf a commitment to take up Placing Shares has been given. Application for listing and admission to trading Application will be made to the FSA for admission of the Placing Shares to theOfficial List maintained by the FSA (the "Official List") and to the Exchangefor admission to trading of the Placing Shares on its market for listedsecurities. It is expected that dealings in the Placing Shares will commence nolater than 8.00 a.m., 17 July 2006. Bookbuild Commencing today, JPMorgan Cazenove will be conducting an accelerated bookbuild(the "Bookbuild") for participation in the Placing. This Appendix gives detailsof the terms and conditions of, and the mechanics of participation in, theBookbuild. No commissions will be paid to Placees or by Placees in respect ofany Placing Shares. Principal terms of the Bookbuild JPMorgan Cazenove is arranging the Placing as an agent of the Company. Participation will only be available to persons invited to participate byJPMorgan Cazenove. JPMorgan Cazenove is entitled to enter bids as principal inthe Bookbuild. The Bookbuild will establish the number of Placing Shares. ThePlacing Price has been agreed between JPMorgan Cazenove and the Company and anydiscount to the market price of the ordinary shares of the Company has beendetermined in accordance with the Listing Rules and IPC guidelines. Subject tothe Bookbuild being completed, the number of Placing Shares and the placingproceeds will be announced (the "Second Announcement") on a RegulatoryInformation Service no later than 6.00 p.m. on 12 July 2006. To enter a bid into the Bookbuild, you should communicate your bid by telephoneto your usual sales contact at JPMorgan Cazenove. Your bid should state thenumber of Placing Shares you wish to take up at the Placing Price. JPMorgan Cazenove reserves the right not to accept bids or to accept bids inpart rather than in whole. The acceptance of bids shall be at the absolutediscretion of JPMorgan Cazenove. The Bookbuild is expected to close no later than 6.00 p.m. on 12 July 2006, butmay be closed earlier or later at the sole discretion of JPMorgan Cazenove.JPMorgan Cazenove may, at its sole discretion, accept bids that are receivedafter the Bookbuild has closed. If successful, your allocation will be confirmed to you orally following theclose of the Bookbuild, and a conditional contract note will be dispatched assoon as possible thereafter. JPMorgan Cazenove's oral confirmation to you,following completion of the Bookbuild, will constitute a legally bindingcommitment upon you to take up the number of Placing Shares allocated to you onthe terms and conditions set out in this Appendix and in accordance with theCompany's Memorandum and Articles of Association. JPMorgan Cazenove will make afurther announcement following the close of the Bookbuild detailing the numberof Placing Shares to be issued at the Placing Price. A bid in the Bookbuild will be made on the terms and conditions in this Appendixand will be legally binding on the Placee by which, or on behalf of which, it ismade and will not be capable of variation or revocation after the close of theBookbuild. 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 JPMorgan Cazenove under the Placing Agreement are conditionalupon, inter alia: (a) the Second Announcement being published through a RegulatoryInformation Service by not later than 6.00 p.m. today, 12 July 2006; and (b) Admission taking place not later than 8.00 a.m. on Monday, 17 July2006; and (c) the warranties in the Placing Agreement being true and accurate andnot misleading at all times before Admission by reference to the facts andcircumstances then subsisting; and (d) the Company complying with its obligations under the PlacingAgreement to the extent that the same fall to be performed prior to Admission. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by JPMorgan Cazenove by the respective time or date where specifiedor, where no such time or date is specified, by 8.00 a.m. on 17 July 2006 (orsuch later time(s) or date(s) as JPMorgan Cazenove and the Company may agree butnot later than 31 July 2006), (b) any such condition becomes incapable of beingfulfilled and is not waived or (c) the Placing Agreement is terminated in thecircumstances specified below, the Placing will lapse and the Placees' rightsand obligations hereunder 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 Bookbuild you agree that your rights and obligationshereunder terminate only in the circumstances described above and will not becapable of rescission or termination by you. JPMorgan Cazenove reserves theright (with the agreement of the Company) to waive or to extend the time and /ordate for fulfilment of any of the conditions in the Placing Agreement. Any suchextension or waiver will not affect Placees' commitments. JPMorgan Cazenoveshall have no liability to any Placee (or to any other person whether acting onbehalf of a Placee or otherwise) in respect of any decision it may make as towhether or not to waive or to extend the time and/or date for the satisfactionof any condition in the Placing Agreement. Right to terminate under the Placing Agreement JPMorgan Cazenove may, at any time before Admission, terminate the PlacingAgreement in accordance with the terms of the Placing Agreement in certaincircumstances if in the opinion of JPMorgan Cazenove (acting in good faith): (a) the warranties in the Placing Agreement or any of them are not trueand accurate or have become misleading (or would not be true and accurate orwould be misleading if they were repeated at any time before Admission) byreference to the facts subsisting at the time when notice of breach is given andJPMorgan Cazenove considers, in its absolute discretion, the matters giving riseto such breach are material; (b) the Company and/or the Jersey incorporated subsidiary of the Companyis in breach of any of its obligations under the Placing Agreement or certainother agreements connected with the Placing; (c) there has been a material adverse change in or affecting theoperations, properties, condition (financial or other), trading position orprospects or results of operations or general affairs of the Big Yellow grouptaken as a whole or the Company is the subject of a rating downgrade issued byany of Moody's, Standard & Poors or Fitch or is placed on creditwatch by any ofthe foregoing; or (d) there has been (i) a change in national or international financial,political, economic or stock market conditions (primary or secondary); (ii) anincident of terrorism, outbreak or escalation of hostilities, war, declarationor martial law or any other calamity or crisis involving the United Kingdom;(iii) a suspension or material limitation in trading of securities generally orthe securities of the Company on the London Stock Exchange; or (iv) any changein currency exchange rates or exchange controls or a disruption of settlementsystems or a material disruption or general moratorium in commercial banking,which in the opinion of JPMorgan Cazenove (acting in good faith) and after suchconsultation with the Company as shall be practicable in the circumstances, isof such magnitude or severity as to make it impracticable or inadvisable toproceed with the Placing. By participating in the Bookbuild you agree with JPMorgan Cazenove that theexercise by JPMorgan Cazenove of any right or termination or other discretionunder the Placing Agreement shall be within the absolute discretion of JPMorganCazenove and that JPMorgan Cazenove need make no reference to you and shall haveno liability to you whatsoever in connection with any such exercise. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing Shares and the Placees' commitments will be made solelyon the basis of the information contained in this Announcement, the SecondAnnouncement and any information publicly announced to a Regulatory InformationService by or on behalf of the Company prior to the date of this Announcement(together, the "Publicly Available Information"). Each Placee, by accepting aparticipation in the Placing, agrees that it has neither received nor relied onany other information, representation, warranty or statement made by or onbehalf of JPMorgan Cazenove or the Company and JPMorgan Cazenove will not beliable for any Placee's decision to accept this invitation to participate in thePlacing based on any other information, representation, warranty or statement.Each Placee acknowledges and agrees that it has relied on its own investigationof the business, financial or other position of the Company in accepting aparticipation in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. JPMorgan Cazenovereserves the right to require settlement for and delivery of the Placing Sharesto Placees in such other means that it deems necessary if delivery or settlementis not possible within the CREST system within the timetable set out in thisannouncement or would not be consistent with the regulatory requirements in thePlacee's jurisdiction. If you are allocated any Placing Shares in the Bookbuild you will be sent aconditional contract note confirming the contract concluded upon acceptance ofyour earlier oral offer and also confirming the Placing Price and the aggregateamount due in respect of your allocation of Placing Shares. Settlement will beon a T+3 basis and is therefore expected to take place on 17 July 2006. Interestis chargeable daily on payments to the extent that value is received after thedue date at the rate of two percentage points above prevailing LIBOR asdetermined by JPMorgan Cazenove. If you do not comply with these obligations, JPMorgan Cazenove may sell yourPlacing Shares on your behalf and retain from the proceeds, for its own accountand benefit, an amount equal to the Placing Price plus any interest due. Youwill, however, remain liable for any shortfall below the Placing Price and youmay be required to bear any stamp duty or stamp duty reserve tax (together withany interest or penalties) which may arise upon any transaction in the PlacingShares on your behalf. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the conditional contract note is copied and delivered immediately tothe relevant person within that organisation. Insofar as Placing Shares are registered in your name or that of your nominee orin the name of any person for whom you are contracting as agent or that of anominee for such person, such Placing Shares will, subject as provided below, beso registered free from any liability to UK stamp duty or stamp duty reservetax. You will not be entitled to receive any fee or commission in connectionwith the Placing. Representations and Warranties By participating in the Bookbuild you (and any person acting on your behalf): 1. represent and warrant that you have read this Announcementand undertake not to redistribute it; 2. represent and warrant that the only information upon whichyou have relied in committing yourself to take up the Placing Shares is thatcontained in this Announcement for which JPMorgan Cazenove accepts noresponsibility and confirm that you have neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofthe Company or JPMorgan Cazenove; 3. represent and warrant that you are not, or at the time thePlacing Shares are taken up and purchased will not be, taking up on behalf of aresident of Australia, Canada, Japan, South Africa or the United States; 4. acknowledge that the Placing Shares have not been and willnot be registered under the securities legislation of Australia, Canada, Japan,South Africa or the United States and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within Australia, Canada, Japan, South Africa or the United States; 5. represent and warrant that you are entitled to take up and/or purchase Placing Shares under the laws of all relevant jurisdictions whichapply to you and that you have fully observed such laws and obtained all suchgovernmental and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities; 6. acknowledge that the Placing Shares have not been and willnot be registered under the Securities Act, or under the securities laws of anystate of the United States and may not be offered or sold in the United Statesexcept pursuant to an exemption from, or in a transaction not subject to, theregistration requirement of the Securities Act and applicable state laws. ThePlacing Shares are being offered and sold on behalf of the Company only outsidethe United States in accordance Regulation S; 7. acknowledge that the Placing Shares have not been approvedor disapproved by the US Securities and Exchange Commission, any statesecurities commission in the United States or any other United States regulatoryauthority; 8. represent and warrant that you (a) are taking up thePlacing Shares in an "Offshore Transaction" in accordance with Regulation S, (b)are not purchasing the Placing Shares with a view to distributing such shares inthe United States and (c) will not resell, pledge or otherwise transfer anyPlacing Shares except in accordance with the Securities Act and any applicablelaws of any state of the United States and any other jurisdiction; 9. represent and warrant that the issue to you, or the personspecified by you for registration as holder, of Placing Shares will not giverise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act1986 (depositary receipts and clearance services); 10. if you are in the UK, you represent and warrant that you havecomplied with your obligations in connection with money laundering under theCriminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if youare making payment on behalf of a third party, that satisfactory evidence hasbeen obtained and recorded by you to verify the identity of the third party asrequired by the Regulations; 11. represent and warrant that you fall within section 86(7) ofthe Financial Services and Markets Act 2000 ("FSMA"), being a qualifiedinvestor, and within Article 19 and/or 49 of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 and undertake that you will acquire,hold, manage or dispose of any Placing Shares that are allocated to you for thepurposes of your business; 12. represent and warrant that you have not offered or sold and,prior to the expiry of a period of six months from the commencement of tradingof the Placing Shares, will not offer or sell any Placing Shares to persons inthe United Kingdom except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted and which will not result in an offer to the public in the UnitedKingdom within the meaning of section 85(1) of FSMA, as amended; 13. represent and warrant that you have only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of FSMA) relating to the Placing Shares in circumstancesin which section 21(1) of FSMA does not require approval of the communication byan authorised person; 14. represent and warrant that you have complied and will complywith all applicable provisions of FSMA with respect to anything done by you inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 15. represent and warrant that you have all necessary capacityand have obtained all necessary consents and authorities to enable you to committo this participation and to perform your obligations in relation thereto(including, without limitation, in the case of any person on whose behalf youare acting, all necessary consents and authorities to agree to the terms set outor referred to in this announcement); 16. undertake that you will pay for the Placing Shares acquiredby you in accordance with this Announcement on the due time and date set outherein, failing which the relevant Placing Shares may be placed with otherpersons at such price as JPMorgan Cazenove determines; 17. acknowledge that participation in the Placing is on the basisthat, for the purposes of the Placing, you are not and will not be clients ofJPMorgan Cazenove and that JPMorgan Cazenove has duties or responsibilities toyou for providing the protections afforded to its clients or for providingadvice in relation to the Placing nor in respect of any representations,warranties, undertakings or indemnities contained in the Placing Agreement; 18. undertake that the person whom you specify for registrationas holder of the Placing Shares will be (i) the Placee or (ii) a nominee of thePlacee, as the case may be. Neither JPMorgan Cazenove nor the Company will beresponsible for any liability to stamp duty or stamp duty reserve tax resultingfrom a failure to observe this requirement. Each Placee and any person acting onbehalf of the Placee agrees to take up Placing Shares on the basis that thePlacing Shares will be allotted to the CREST stock account of JPMorgan Cazenovewho will hold them as nominee on behalf of the Placee until settlement inaccordance with its standing settlement instructions; 19. acknowledge that any agreements entered into by the Placeepursuant to these terms and conditions shall be governed by and construed inaccordance with the laws of England and you submit (on behalf of you and onbehalf of any Placee on whose behalf you are acting) to the exclusivejurisdiction of the English courts as regards any claim, dispute or matterarising out of any such contract. The Company, JPMorgan Cazenove and others willrely upon the truth and accuracy of the foregoing representations, warrantiesand acknowledgements; 20. where you are subscribing for Placing Shares for one or moremanaged accounts, represent and warrant that you are authorised in writing byeach managed account (i) to subscribe for the Placing Shares for each managedaccount and (ii) to make on its behalf the representations, warranties andagreements in this Announcement; and 21. if you are a financial intermediary, as that term is used inArticle 3(2) of the EU Prospectus Directive 2003/71/EC, you represent andwarrant that the Placing Shares purchased by you in the Placing will not havebeen acquired on a non-discretionary basis on behalf of, nor will they beacquired with a view to their offer or resale to, persons in a Member State ofthe European Economic Area which has implemented the Prospectus Directive otherthan qualified investors, or in circumstances in which the prior consent ofJPMorgan Cazenove has been given in writing to the offer or resale. The agreement to settle your participation (and/or the participation of a personfor whom you are contracting as agent) free of stamp duty and stamp duty reservetax depends on the settlement relating only to a participation by you and/orsuch person direct from the Company for the Placing Shares in question. Suchagreement assumes that the Placing Shares are not being acquired in connectionwith arrangements to issue depositary receipts or to transfer the Placing Sharesinto a clearance service. If there were any such arrangements, or the settlementrelated to other dealing in the Placing Shares, stamp duty or stamp duty reservetax may be payable, for which neither the Company nor JPMorgan Cazenove will beresponsible. If this were the case, you should take your own advice and notifyJPMorgan Cazenove accordingly. The Company and JPMorgan Cazenove will rely upon the truth and accuracy of theforegoing representations, warranties and acknowledgements. You agree toindemnify and hold harmless the Company and JPMorgan Cazenove from any and allcosts, claims, liabilities and expenses (including legal fees and expenses)arising out of or in connection with any breach by you (or any person on whosebehalf you are acting) of the representations, warranties, acknowledgements,agreements and undertakings in this Announcement and further agree that theprovisions of the Announcement shall survive after completion of the Placing. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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