E2V.L Regulatory News (E2V)

13 Jul 2006 07:19

e2v technologies PLC13 July 2006 e2v technologies plc ("e2v" or the "Company") 13 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN PLACING OF 5,511,727 NEW ORDINARY SHARES Further to the announcement today of e2v's proposed acquisition of Atmel Grenoble S.A.S. ("Atmel Grenoble") from Atmel Corporation (the "Proposed Acquisition") on the terms and subject to the conditions set out in that announcement, e2v announces that it is today placing 5,511,727 new ordinary shares of 5 pence per share ("Placing Shares"), representing approximately 9.85 per cent. of e2v's existing issued share capital (the "Placing"). The Placing, which has been underwritten by Hoare Govett Limited ("Hoare Govett"), will be the subject of an accelerated bookbuild. The Placing is not conditional on completion of the Proposed Acquisition. The books will open with immediate effect. The books are expected to close today, 13 July 2006 and pricing and allocations are expected to be announced by 6.00 p.m. today, 13 July 2006. The timing of the closing of the books, pricing and allocations remain at the absolute discretion of Hoare Govett. The Placing price in respect of the Placing Shares (the "Placing Price") will be determined by Hoare Govett at the close of the bookbuild process. The Placing Shares will rank equally in all respects with the existing ordinary shares of e2v, including the right to receive all future dividends and other distributions declared after the date of issue of the Placing Shares, save that the Placing Shares shall not rank for the proposed final dividend announced on 5 June 2006 of 4.25 pence per ordinary share to be paid on 15 September 2006 to shareholders on the register of members of the Company at the close of business on 25 August 2006. Accordingly, the Placing Shares will trade as a separate line of stock with their own ISIN and SEDOL code until the close of business on 25 August 2006. Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and to be admitted to trading by London Stock Exchange plc on its market for listed securities ("Admission"). Admission is expected to take place on 18 July 2006. Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement. This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction. Hoare Govett, which is authorised and regulated by the Financial Services Authority, is acting exclusively for e2v and for no one else solely in connection with the Placing and will not be responsible to anyone other than e2v for providing the protections afforded to the customers of Hoare Govett or for providing advice in relation to the Placing. Hoare Govett can be contacted at 250 Bishopsgate, London EC2M 4AA. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States. This announcement is not an offer of securities for sale into the United States. The Placing Shares have not been and will not be registered under the US Securities Act 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 Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States. Enquiries Hoare Govett Limited 020 7678 8000 Alex Garton (Corporate Broking)Lee Morton (Syndication) 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 INTO THE UNITED STATES, AUSTRALIA, CANADA 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 E2VTECHNOLOGIES PLC (THE "COMPANY"). THE NEW ORDINARY SHARES THAT ARE THE SUBJECTOF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANYPERSON IN THE UNITED KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED INSECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEINGPERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC(THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATEDBY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSECORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. THE PLACING SHARES HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED(THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAYNOT 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 APPLICABLESTATE ABSENT REGISTRATION. Persons who are invited to and who choose to participate in the Placing(including individuals, funds or others) ("Placees") by making an oral offer toacquire Placing Shares, will be deemed to have read and understood thisAnnouncement in its entirety and to be making such offer on the terms andconditions contained in this Appendix, and to be providing the representations,warranties, agreements, acknowledgements and undertakings, in each case ascontained in this Appendix.In particular, each 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 purpose of itsbusiness; and 2. 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 in either case not with a view to, or for resale in connectionwith, the distribution thereof, in whole or in part, in the United States andthat it (and any such account) is outside the United States within the meaningof Regulation S under the Securities Act. 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 therefrom. The Company hasnot and does not intend to offer any securities to the public in the UnitedStates. No money, securities or other consideration from any person inside theUnited States is being solicited and, if sent in response to the informationcontained in this announcement, will not be accepted. This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to acquire Placing Shares in the United States,Australia, Canada or Japan or in any other jurisdiction in which such offer orsolicitation is or may be unlawful and the information contained herein is notfor publication or distribution to persons in the United States, Canada, Japanor Australia or any jurisdiction in which such publication or distribution isunlawful. Persons receiving this Announcement (including, without limitation,custodians, nominees and trustees) must not distribute, mail or send it in, intoor from the United States, or use the United States mails, directly orindirectly, in connection with the Placing, and by so doing may invalidate anyrelated purported application for Placing Shares. The Placing Shares have not been and will not be registered under the SecuritiesAct or under the securities laws of any state or other jurisdiction of theUnited States, and, subject to certain exceptions from the appropriaterequirements of such jurisdiction, may not be offered or sold, resold ordelivered, directly or indirectly in or into the United States, or to, or forthe account or benefit of, US persons (as defined in Regulation S within themeaning of the Securities Act). No public 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 Sharessold in reliance upon Regulation S within the United States or to, or for theaccount or benefit of, US persons may violate the registration requirements ofthe Securities Act. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission in the United States orany other US regulatory authority, nor have any of the foregoing authoritiespassed upon or endorsed the merits of the Placing or the accuracy or adequacy ofthis Announcement. Any representation to the contrary is a criminal offence inthe United States. The distribution of this Announcement and the Placing and/or issue of ordinaryshares of 5 pence each in the capital of the Company ("Ordinary Shares") incertain other jurisdictions may be restricted by law. No action has been takenby the Company or Hoare Govett that would permit an offer of Ordinary Shares orpossession or distribution of this Announcement or any other offering orpublicity material relating to such Ordinary Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisAnnouncement comes are required by the Company and Hoare Govett to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Hoare Govett has entered into a placing agreement (the "Placing Agreement") withthe Company whereby Hoare Govett has, on the terms and subject to the conditionsset out therein, agreed to use its reasonable endeavours as agent for and onbehalf of the Company to procure Placees for the Placing Shares and, failingwhich, itself to take the Placing Shares. 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 future dividends and other distributions declared inrespect of such Ordinary Shares after the date of issue of the Placing Shares,save that the Placing Shares shall not rank for the proposed final dividendannounced on 5 June 2006 of 4.25 pence per Ordinary Share to be paid on 15September 2006 to shareholders on the register of members of the Company at theclose of business on 25 August 2006. Accordingly, the Placing Shares will tradeas a separate line of stock with their own ISIN and SEDOL code until the closeof business on 25 August 2006. The allotment and issue of the Placing Shares will be made by the Company toPlacees procured by Hoare Govett (acting as agent for the Company) inconsideration for the transfer to the Company of certain shares in a Jerseyincorporated subsidiary of the Company by Hoare Govett. Application for listing and admission to trading Application has been made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List of the FSA and to LondonStock Exchange plc (the "London Stock Exchange") for admission to trading of thePlacing Shares on the London Stock Exchange's market for listed securities(together "Admission"). It is expected that Admission will take place anddealings in the Placing Shares will commence on 18 July 2006. Bookbuild Commencing today, Hoare Govett is conducting an accelerated bookbuild process(the "Bookbuild Process") to determine demand for participation in the Placing.This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. No commissions will be paid to Placees or byPlacees in respect of their agreement to acquire any Placing Shares. Hoare Govett will be entitled to effect the Placing by such alternative methodto the Bookbuild as it may, in its sole discretion, determine. To the fullestextent permissible by law, neither Hoare Govett nor any holding company thereof,nor any subsidiary, branch or affiliate of Hoare Govett or any such holdingcompany (each an "Affiliate") nor the Company nor any subsidiary or affiliate ofthe Company shall have any liability to Placees (or to any other person whetheracting on behalf of a Placee or otherwise). In particular, neither Hoare Govettnor any Affiliate shall have any liability in respect of its conduct of theBookbuild or of such alternative method of effecting the Placing as Hoare Govettmay determine. Participation in, and principal terms of, the Bookbuild By participating in the Bookbuild and the Placing, Placees will be deemed tohave read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. A furtherannouncement will be made following the close of the Bookbuild detailing thePlacing Price (as defined below) (the "Pricing Announcement"). Hoare Govett (whether through itself or its Affiliates) is arranging the Placingas an agent of the Company. Hoare Govett and its Affiliates are entitled to participate as principal in theBookbuild. The Bookbuild will establish a single price (the "Placing Price") payable toHoare Govett by all Placees. Any discount to the market price of the OrdinaryShares will be determined in accordance with the Listing Rules as published bythe FSA pursuant to Part IV of the FSMA (the "Listing Rules"). The Bookbuild is expected to close no later than 6.00 p.m. London time today, 13July 2006, but may be closed earlier at the sole discretion of Hoare Govett.Hoare Govett may, at its sole discretion, accept bids that are received afterthe Bookbuild has closed. A bid in the Bookbuild will be made on the terms and conditions in this Appendixand will not be capable of variation or revocation after the close of theBookbuild. A person who wishes to participate in the Bookbuild should communicate its bidby telephone to its usual sales contact at ABN AMRO Bank N.V. (London branch) orLee Morton at Hoare Govett on +44 20 7678 1139. If successful, an allocationwill be confirmed orally to such person following the close of the Bookbuild,and a conditional contract note will be dispatched as soon as possiblethereafter. Hoare Govett's oral confirmation will constitute a legally bindingcommitment upon such person (who will at that point become a Placee) to acquirethe number of Placing Shares allocated to that Placee at the Placing Price setout in the Pricing Announcement 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 and to Hoare Govettthrough whom such Placee submitted its bid. Each Placee will also have animmediate, separate, irrevocable and binding obligation, owed to Hoare Govett,to pay to it (or as it may direct) in cleared funds an amount equal to theproduct of the Placing Price and the number of Placing Shares such Placee hasagreed to acquire. 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. Theobligations of Hoare Govett under the Placing Agreement are conditional, interalia, upon: (a) the Pricing Announcement being published through a Regulatory Information Service by not later than 6.00 p.m. today, 13 July 2006; and (b) Admission taking place not later than 8.00 a.m., 18 July 2006. The Company has entered into a conditional agreement (the "AcquisitionAgreement") providing for the proposed acquisition of Atmel Grenoble asdescribed in the announcement made by the Company earlier today. However, noassurance can be given that the proposed acquisition will be completed orcompleted on the terms described in such announcement (including in relation tothe consideration payable). Whilst the Placing Agreement is not conditional oncompletion of such acquisition, the Placing Agreement is conditional on: (a) theAcquisition Agreement remaining in full force and effect and not having lapsedor been terminated prior to Admission; (b) in the opinion of Hoare Govett, noevent having arisen at any time prior to Admission which gives any partythereunder a right to terminate the Acquisition Agreement (and for this purposeit shall be assumed there is no ability to cure the matter or event giving riseto such right to terminate and that there is no notice period required fortermination) and (c) no condition to the Acquisition Agreement becoming prior toAdmission (in the opinion of Hoare Govett) incapable of satisfaction. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by Hoare Govett by the respective time or date where specified (orsuch later time or date as Hoare Govett and the Company may agree but not laterthan 8.00 a.m. on 20 July 2006), (b) any such condition becomes incapable ofbeing fulfilled and Hoare Govett informs the Company that it will not waive suchcondition or (c) the Placing Agreement is terminated in the circumstancesspecified below, the Placing will lapse and the Placees' rights and obligationshereunder shall cease and terminate at such time and each Placee agrees that noclaim can be made by or on behalf of the Placee (or any person on whose behalfthe Placee is acting) in respect thereof. By participating in the Bookbuild, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above and/orunder "Right to terminate under the Placing Agreement" below and will not becapable of rescission or termination by it. Hoare Govett may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company with, or extend the time and/or date for fulfilment bythe Company of, the whole or any part of any of the Company's obligations inrelation to the conditions in the Placing Agreement, save that the condition (b)that Admission takes place will not be waived. Any such extension or waiver willnot affect Placees' commitments as set out in this Announcement. Neither Hoare Govett nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement Hoare Govett may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement by giving notice to theCompany in certain circumstances which are usual for a transaction of thisnature, including circumstances of force majeure or material adverse changes infinancial markets, as more particularly described in the Placing Agreement. If the obligations of Hoare Govett under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof. By participating in the Placing each Placee agrees with Hoare Govett that theexercise by Hoare Govett of any right of termination or other discretion underthe Placing Agreement shall be within the absolute discretion of Hoare Govettand that Hoare Govett need not make any reference to any such Placee and thatHoare Govett shall have no liability whatsoever to any such Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in connectionwith the exercise of such rights. No Prospectus No prospectus has been or will be submitted to be approved by the FSA inrelation to the Placing and Placees' commitments will be made solely on thebasis of the information contained in this Announcement and any ExchangeInformation (as referred to in the paragraph below under "Representations andWarranties"). Each Placee, by participating in the Placing, agrees that thecontent of this Announcement, the Pricing Announcement and the announcement inconnection with the proposed acquisition of Atmel Grenoble released earliertoday is exclusively the responsibility of the Company and confirms that it hasneither received nor relied on any other information, representation, warranty,or statement made by or on behalf of Hoare Govett or the Company and neither ofHoare Govett nor the Company will be liable for any Placee's decision toparticipate in the Placing based on any other information, representation,warranty or statement which the Placees may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in participating in thePlacing and with respect to the Placing Shares. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB00B1827F81) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement or would not beconsistent with the regulatory requirements in any Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to Hoare Govett and settlementinstructions. ABN AMRO Bank N.V. is acting as Hoare Govett's settlement agentand Placees should settle against CREST ID: 521. It is expected that such tradeconfirmation will be despatched today, 13 July 2006 and that this will also bethe trade date. Each Placee agrees that it will do all things necessary toensure that delivery and payment is completed in accordance with either thestanding CREST or certificated settlement instructions which it has in placewith Hoare Govett. It is expected that settlement will be on 18 July 2006 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above the prevailing LIBOR as determined by Hoare Govett. Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for HoareGovett's account and benefit, an amount equal to the aggregate amount owed bythe Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall between the net proceeds of such sale and the Placingproceeds of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties due pursuant tothe terms set out or referred to in this Announcement) which may arise upon thesale of such Placees' Placing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. No Placee (or any nominee or other agent acting onbehalf of a Placee) will be entitled to receive any fee or commission inconnection with the Placing. Representations and warranties By participating in the Bookbuild each Placee (and any person acting on suchPlacee's behalf): 1. represents and warrants that it has read this Announcement in its entirety; 2. represents and warrants that it has received this Announcement solely forits use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus or otheroffering document in connection with the Placing; 4. acknowledges that the Ordinary Shares are listed on the Official List ofthe FSA, and the Company is therefore required to publish certain business andfinancial information in accordance with the rules and practices of the FSA(collectively, the "Exchange Information"), which includes a description of thenature of the Company's business and the Company's most recent balance sheet andprofit and loss account, and similar statements for preceding financial years; 5. acknowledges that neither of Hoare Govett nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates nor the Company andits affiliates has provided, and will not provide it with any material regardingthe Placing Shares or the Company other than this Announcement; nor has itrequested Hoare Govett, any of its Affiliates or any person acting on behalf ofHoare Govett or any of its Affiliates to provide it with any such information; 6. acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that neither Hoare Govett, nor any of itsAffiliates nor any person acting on behalf of Hoare Govett or its Affiliates hasor shall have any liability for any information, representation or statementcontained in this Announcement or any information previously published by or onbehalf of the Company (including, without limitation, the announcement madeearlier today by the Company in connection with the proposed acquisition ofAtmel Grenoble) and will not be liable for any Placee's decision to participatein the Placing based on any information, representation or statement containedin this Announcement or otherwise. Each Placee represents, warrants and agreesthat the only information on which it is entitled to rely and on which suchPlacee has relied in committing to acquire the Placing Shares is contained inthis Announcement and any Exchange Information, such information being all thatit deems necessary to make an investment decision in respect of the PlacingShares and that it has relied on its own investigation with respect to thePlacing Shares and the Company in connection with its decision to acquire thePlacing Shares and acknowledges that it is not relying on any investigation thatHoare Govett, any of its Affiliates or any person acting on behalf of HoareGovett or its Affiliates may have conducted with respect to the Placing Sharesor the Company and none of such persons has made any representations to it,express or implied, with respect thereto; 7. acknowledges that it has not relied on any information relating to theCompany contained in any research reports prepared by Hoare Govett, any of itsAffiliates or any person acting on behalf of Hoare Govett or its Affiliates andunderstands that neither Hoare Govett, nor any of its Affiliates nor any personacting on behalf of Hoare Govett or its Affiliates: (i) has or shall have anyliability for public information or any representation; (ii) has or shall haveany liability for any additional information that has otherwise been madeavailable to such Placee, whether at the date of publication, the date of theannouncement or otherwise; and (iii) makes any representation or warranty,express or implied, as to the truth, accuracy or completeness of suchinformation, whether at the date of publication, the date of the announcement orotherwise; 8. represents and warrants that it, or the beneficial owner, as applicable, isentitled to acquire Placing Shares under the laws of all relevant jurisdictionswhich apply to it, or the beneficial owner, as applicable, and that it has fullyobserved such laws and obtained all such governmental and other guarantees andother consents in either case which may be required thereunder and complied withall necessary formalities; 9. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to acquire the Placing Shares and to executeand deliver all documents necessary for such acquisition; 10. represents and warrants that it will be the beneficial owner of suchPlacing Shares and that the beneficial owner of such Placing Shares will not atthe time the Placing Shares are acquired be a resident of Australia, Canada orJapan; 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 Australia,Canada 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 and is purchasing the Placing Shares in an "offshore transaction"in accordance with Regulation S under the Securities Act; 13. 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; 14. 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 acquired by it in connection with arrangementsto issue depositary receipts or to transfer Placing Shares into a clearancesystem; 15. 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 2003(the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 16. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19(1) and/or 49(2) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakesthat it will acquire, hold, manage or dispose of any Placing Shares that areallocated to it for the purposes of its business; 17. 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 to persons whose ordinary activities involve them in acquiring, holding,managing or disposing of investments (as principal or agent) for the purposes oftheir business or otherwise in circumstances which have not resulted and whichwill not result in an offer to the public in the United Kingdom within themeaning of the FSMA; 18. 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; 19. represents and warrants that it is a qualified investor as defined insection 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i),(ii) or (iii) of the Prospectus Directive; 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 acquire 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 consent and authorities to agree to the terms set out or referred toin this Announcement) 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 onthe due time and date set out herein, failing which the relevant Placing Sharesmay be placed with other Placees or sold as Hoare Govett may in its solediscretion determine and it will remain liable for any shortfall below the netproceeds of such sale and the placing proceeds of such Placing Shares and may berequired to bear any stamp duty or stamp duty reserve tax (together with anyinterest or penalties due pursuant to the terms set out or referred to in thisAnnouncement) which may arise upon the sale of such Placee's Placing Shares onits behalf; 23. acknowledges that neither Hoare Govett, nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates is making anyrecommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Placing nor providing advice inrelation to the Placing nor in respect of any representations, warranties,undertakings or indemnities contained in the Placing Agreement nor the exerciseor performance of any of 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.Neither Hoare Govett nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Each Placee and any person acting on behalf of such Placee agreesto participate in the Placing and it agrees to indemnify the Company and HoareGovett in respect of the same on the basis that the Placing Shares will becredited to the CREST stock account of ABN AMRO Bank N.V. (London branch) (CRESTID: 521) who will hold them as nominee for the Placees of such shares untilsettlement 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 or Hoare Govett in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange; 26. acknowledges that Hoare Govett 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; 27. agrees that the Company, Hoare Govett and others will rely upon the truthand accuracy of the foregoing representations, warranties, acknowledgements andundertakings which are given to Hoare Govett on its own behalf and on behalf ofthe Company and are irrevocable; and 28. agrees to indemnify and hold the Company and Hoare Govett harmless from anyand all costs, claims, liabilities and expenses (including legal fees andexpenses) 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. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor Hoare Govett will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and Hoare Govett in the event that any of the Company and/or Hoare Govett has incurred any such liability to UK stamp duty or stamp dutyreserve tax. In addition, Placees should note that they will be liable to pay any stamp dutyand all other stamp, issue, securities, transfer, registration, documentary orother duties or taxes (including any interest, fines or penalties relatingthereto) payable outside the UK by them or any other person on the acquisitionby them of any Placing Shares or the agreement by them to acquire any PlacingShares. All times and dates in this Announcement may be subject to amendment. HoareGovett shall notify the Placees and any person acting on behalf of the Placeesof any changes. This Announcement has been issued by the Company and is the sole responsibilityof the Company. When a Placee or person acting on behalf of the Placee is dealing with HoareGovett, any money held in an account with Hoare Govett on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from Hoare Govett's money inaccordance with the client money rules and will be used by Hoare Govett in thecourse of its own business; and the Placee will rank only as a general creditorof Hoare Govett. This information is provided by RNS The company news service from the London Stock Exchange