Placing of new shares
Dolphin Capital Investors Limited
04 October 2006
For release at 07.00 Wednesday October 4th 2006
Not for release, publication or distribution in whole or in part, in or into the
United States, Canada, Australia, the Republic of Ireland, the Republic of South
Africa, Japan or any other jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction
DOLPHIN CAPITAL INVESTORS LIMITED
PLACING OF 217,959,896 NEW COMMON SHARES BY PANMURE GORDON
AT 93 PENCE PER SHARE TO RAISE £202.7 MILLION (€300.0 MILLION)
Dolphin Capital Investors Limited ('Dolphin', 'DCI' or the 'Company'), the first
real estate investment company targeting residential resorts in south east
Europe, principally Greece, Cyprus, Turkey and Croatia, announces a placing (the
'Placing') of 217,959,896 new common shares of €0.01 each ('Common Shares') at a
price of 93 pence per share to raise £202.7 million (€300.0 million) (before
expenses). The net proceeds of the Placing will be used to fund the Company's
ongoing investment programme.
Highlights:
• Fundraising of £202.7 million (€300.0 million) at a price of 93 pence per
share
• Funds used for Dolphin's ongoing investment programme
• Investment Manager has identified a pipeline of €280 million of projects,
which are in the negotiation stage
• Funds expected to be fully committed within the next 12 months
• Existing projects are advancing with their development plans
• Creates the second largest AIM quoted real estate investment company
Defined terms have the meaning set out at the end of this announcement. Unless
otherwise identified, the rate of exchange used throughout this announcement is
Euro/GBP of 1.48.
Placing
Panmure Gordon, broker to the Company, has been appointed as sole bookrunner in
connection with the Placing and has entered into a placing agreement with
Dolphin under which it has agreed to use reasonable endeavours to procure
subscribers for 217,959,896 new Common Shares at 93 pence per share. The Placing
is not underwritten.
The Placing is subject to admission of the new Common Shares to trading on AIM.
Application has been made for the new Common Shares to be admitted to trading on
AIM and it is expected that admission will occur and dealings will commence at
8.00 a.m. on 9 October 2006. The new Common Shares will rank pari passu in all
respects with the existing Common Shares traded on AIM.
Comments
Miltos Kambourides, founder and managing partner of Dolphin Capital Partners,
commented:
'We are very delighted with the level of support from existing and new
investors. We look forward to deploying the funds raised in securing additional
projects and generating significant value for our shareholders.'
Contacts:
Dolphin Capital Investors: +30 210 36 14 255
Miltos E Kambourides miltos@dolphincp.com
Pierre A Charalambides pierre@dolphincp.com
Adventis Financial PR 020 7034 4765
Peter Binns pbinns@adventis.co.uk 020 7034 4760/ 07768 392582
Annie Evangeli aevangeli@adventis.co.uk 020 7034 4757/ 07778 507162
Grant Thornton Corporate Finance (Nominated Adviser) 020 7383 5100
Philip Secrett
Fiona Kindness
Panmure Gordon (Broker) 020 7459 3600
Richard Gray
Dominic Morley
Andrew Potts
Additional Information
Background
Dolphin is managed by Dolphin Capital Partners Limited ('DCP' or the 'Investment
Manager'), an investment management business founded in 2004 by Miltos
Kambourides and Pierre Charalambides after leaving Soros Real Estate Partners.
Dolphin was first capitalised with €5 million in summer 2005 by the Investment
Manager and a select group of investors led by partners of Fortress Investment
Group. Dolphin invests exclusively in sophisticated Residential Resorts at an
early development stage (the 'Projects') in Southeast Europe (mainly Greece,
Cyprus, Croatia and Turkey) that integrate residential units with leisure
components (e.g. golf, polo, hotel, marina) and which are marketed mainly to the
Northern European markets. Dolphin completed its Admission to trading on AIM in
December 2005 raising an additional €104 million at 68 pence per share. The
Company targets returns from its Projects of between 25% and 45% IRR based on a
low-risk strategy of acquiring land below market value and assuming no profits
from leisure components.
Interim Results
The Company's interim results for the period ended 30 June 2006 were released on
18 August 2006. The highlights of the period are as follows:
• profit before tax was €60.9 million (since incorporation on 7 June 2005);
• in the period to 30 June 2006, the Company completed the acquisition of
three investments committing a total of €70.2 million of which €67.0
million was invested;
• Dolphin's share of these Projects has been valued by Colliers International
at €138.8 million (before deferred income tax liabilities), substantially
ahead of the Investment Manager's expectations at the time of Admission;
• a valuation produced by Colliers International at 30 June 2006 indicated a
NAV per share of €1.73 (119p) before the impact of the exercise of founding
shareholder warrants and the cost of deferred income tax liabilities, of
€1.55 (107p) after the impact of the exercise of founding shareholder
warrants and before the cost of deferred income tax liabilities, and of
€1.34 (93p) after the impact of the exercise of founding shareholder
warrants and the cost of deferred income tax liabilities;
• a further two investments were completed in July thus bringing the total
funds committed to €91 million of the €109 million raised (€5 million seed
capital pre listing and €104 million at Admission);
• as of 30 June 2006, the share price was 90 pence, an increase of 32% since
Admission;
• the Company had identified a substantial pipeline of further potential
investment opportunities, and is currently at advanced negotiation stages
for new investments which would require over €280 million of additional
capital; and
• the Company's rate of sourcing and executing investments had been
considerably ahead of initial forecasts.
Net Asset Value
The reported net asset value of the Company at 30 June 2006 as disclosed in the
Company's interim results can be summarised as follows:
€ £ Uplift
Total NAV Before DITL* (millions) 188.1 130.1 75%1
Total NAV After DITL* (millions) 163.0 112.7 52%1
NAV/Share Before Shareholder Warrants & DITL* € 1.73 119p 75%2
NAV per Common Share After Shareholder Warrants & Before DITL* € 1.55 107p 57%2
NAV per Common Share After Shareholder Warrants & DITL* € 1.34 93p 37%2
1. Based on a NAV at Admission of £74.1 million / €109.0 million
2. Based on the placing price at Admission of 68 pence
* 'DITL' - deferred income tax liability
Using GBP/Euro exchange rate of 0.692 as of 30 June 2006
Net Asset Value Growth
As at 30 June 2006, the reported NAV included investments made during the
period, namely Kilada Hills Golf Resort and Scorpio Bay Resort in Greece, and
Apollo Heights Polo Resort in Cyprus. The Investment Manager expects that the
NAV will continue to grow, fuelled by:
• the closing of the Amanmila Resort and Lavender Hills Golf Resort projects;
• progress with the planning and permitting process for all existing
projects;
• increase in the shareholding of Apollo Heights Polo Resort as Dolphin funds
its remaining commitment;
• conclusion of additional land notarial pre-contracts that have been signed
in relation to the Kilada Hills Golf Resort project; and
• most importantly, closing of additional Projects in the pipeline that the
Investment Manager believes are currently being negotiated at below market
land prices or entry valuations
Current Project Portfolio Summary
Of the €109 million raised before and at the time of Admission, €91.1 million
has been committed to Projects, €68.8 million of which has been invested in the
first five Projects as detailed below. Four of these Projects, namely Kilada
Hills Golf Resort, Scorpio Bay Resort, Apollo Heights Polo Resort and Amanmila
Resort, are part of the six investments presented within the Company's admission
document published in December 2005 (the 'Prospective Investment Portfolio').
The one additional investment, Lavender Hills Golf Resort, was sourced and
closed after December 2005.
The two remaining investments from the Prospective Investment Portfolio remain
under review but have not been brought to closure for separate reasons: the site
for Kyparissia Bay Resort falls under the Natura 2000 regime and consequently
the planning risk remains relatively high, while, in respect of Artemis Hills
Resort, Dolphin Capital Partners is not comfortable with the proposed minority
position and the proposed terms of the investment.
The Investment Manager believes that all five closed investments aspire to be
the first Residential Resorts of their kind in their respective markets.
Dolphin's capital commitments to, and investments in, each Project are
summarised below.
Projects closed as at 30 June 2006
Development Country Proposed Land Minimum Residential DCI Shareholding DCI Investment Total Commitment
Site (m2) Units
Kilada Hills Greece 2,000,000 300 85% €45.0m €45.0m
Apollo Heights Cyprus 4,620,000 750 64% €12.5m €15.7m
Scorpio Bay Greece 1,720,000 300 51% €9.5m €9.5m
Subtotal 8,340,000 1,350 €67.0m €70.2m
Projects signed as of 31 July 2006
Development Country Proposed Land Minimum Residential DCI Shareholding DCI Investment Total Commitment
Site (m2) Units
Amanmila Greece 2,000,000 40 25%-50% - €5.0m
Lavender Greece 2,920,000 300 85% €1.8m €15.9m
Hills
Subtotal 4,920,000 340 €1.8m €20.9m
Total 13,260,000 1,690 €68.8m €91.1m
Investment Pipeline
The Investment Manager has identified a number of potential investment
opportunities (the 'Investment Pipeline'). If completed, the Investment Pipeline
would require a minimum aggregate capital commitment of approximately €280
million of which approximately 60% is targeted to Projects in Greece. Dolphin
expects to fund the majority of the Projects comprising the Investment Pipeline
from the net proceeds of the Placing. The completion of each such investment in
the Investment Pipeline depends in part upon the completion of the Placing, and
also, amongst other things, upon satisfactory completion of due diligence into
each of the Investment Pipeline project companies and land sites and the
execution and delivery of final binding agreements in a form mutually
satisfactory to the parties. There can be no guarantee that Dolphin will
complete all or any of the Projects that form the Investment Pipeline.
The Investment Pipeline consists of 12 Projects, at various stages of
negotiation. One of the 12 Projects involves additional site expansion for the
Kilada Hills Golf Resort Project. In addition, the following two Projects are at
a more advanced stage with non-binding terms sheets signed by the Company:
Sitia Bay Resort, Crete
A 200-plus hectare site that the Investment Manager believes to be one of the
most advanced residential resorts in Crete in terms of permits. It will include
a golf course, marina, hotel and residences. The total investment by the Company
is expected to be up to €25 million.
Livka Bay Resort, Croatia
A 55-plus hectare site that the Investment Manager believes to be one of the
most advanced residential resorts in Croatia in terms of permits. Livka Bay
Resort is located on the island of Solta near Split and will include a marina, a
hotel and residences. The total investment by the Company is expected to be €35
million.
The Investment Manager believes that the Projects forming the Investment
Pipeline meet Dolphin's investment criteria and that the proceeds of the Placing
are expected to be committed to Projects within 12 months of the completion of
the Placing.
Amendments to the Investment Management Agreement
As a result of the Placing, certain changes to the Investment Management
Agreement are necessary to amend terms structured specifically around the
original placing undertaken at the time of Admission. The key changes are
summarised as follows:
(i) Management Fee
The management fee payable by the Company to Dolphin Capital Partners has been
amended from 2 per cent. of equity funds raised (being €109 million before the
Placing) to now be 2 per cent. of Equity Funds, which is defined as follows:
• €109 million; plus
• the gross proceeds of further equity issues; plus
• realised net profits less any amounts distributed to Shareholders.
(ii) Escrow arrangements in relation to the performance fee
The escrow arrangements for the payment of performance fees payable to the
Investment Manager have been amended to take into account the proceeds of the
Placing. The following table compares the escrow arrangements at the time of
Admission, and following the completion of the Placing. The key change relates
to the final release of performance fees from the escrow account to the
Investment Manager which will only occur once the Company has distributed to
Shareholders the €109 million equity funds raised plus the proceeds of the
Placing (all at an 8 per cent. compound return). This amendment further aligns
the Investment Manager with Shareholders by focusing the Investment Manager on
maximising shareholder returns, which once realised, are distributed to
Shareholders.
Escrow At Admission Amended terms
Up to €109m returned 50% of overall performance fee 50% of overall performance fee
held in escrow held in escrow
Above €109m returned 25% of overall performance fee 25% of overall performance fee
held in escrow held in escrow
Above €109m plus 8% hurdle All performance fees released from 25% of any performance fee earned
returned escrow held in escrow
€109m plus new equity funds N/A All performance fees released from
returned plus 8% hurdle escrow
Warrant Deed
The Directors have considered the fee arrangements that were entered into with
the Investment Manager and as set out in the Company's admission document in
December 2005. The Directors have entered into a warrant deed arrangement (the
'Over-performance Warrant Deed') with the Investment Manager to further
incentivise the Investment Manager and to provide an incentive arrangement that
focuses on maximising NAV.
The key terms of the Over-performance Warrant Deed are as follows:
• the issue of over-performance warrants equivalent to 10 per cent. of the
NAV uplift above 30 per cent. when comparing the increase between the Base
NAV and the Closing NAV;
• the Base NAV is the NAV at 30 June 2006 plus the gross proceeds of the
Placing (calculated in Euros);
• the Closing NAV is the NAV reported at 31 December 2007 plus any dividends
and any other distributions paid by the Company (calculated in Euros);
• the warrant exercise price is €0.01; and
• the Common Shares issued as a result of the exercise of the warrants will
be subject to a lock-in agreement for a period of 2 years from the date of
publication of the 31 December 2007 NAV.
The Directors (excluding Miltos Kambourides who is considered a related party
for the purposes of the proposed amendments to the Investment Management
Agreement and the entering into of the Over-performance Warrant Deed), having
consulted with Grant Thornton Corporate Finance, the Company's nominated
adviser, consider the amendments to the Investment Management Agreement and the
entering into of the Over-performance Warrant Deed to be fair and reasonable
insofar as Shareholders are concerned.
Variation of Distributions Policy
The AIM admission document of the Company dated 5 December 2005 provided that,
'(f)or the first three years following Admission only, the profits realised from
Projects (net of performance fees due) could be made available for reinvestment
into further Projects as determined by the Board'. The Board has approved a
variation to this policy with the effect that following the expiry of the three
year period following Admission the Company shall distribute realised
proceeds/returns from a Project up to an amount representing the aggregate of
the capital invested in the Project and the preferred annualised return of 8 per
cent. per annum, but that any profits realised over and above this aggregate
amount may be reinvested in further investment Projects as determined by the
Board rather than immediately distributed.
Amendment to quarterly NAV reporting
As set out in the Company's AIM admission document, the Company reports its NAV
on a quarterly basis. The valuation guideline adopted by the Directors was for
property valuations to be conducted on a quarterly basis. The Directors have had
an opportunity to discuss the recent property valuation with the Investment
Manager and believe that the additional cost and time involved in obtaining
valuations on a quarterly basis outweigh the benefits. Accordingly, the
Directors will amend the Company's valuation guidelines so that a property
valuation is only obtained at the end of June and December of each year. This is
in line with a number of the Company's peers listed on AIM. The Company will
continue to report NAV on a quarterly basis, based on the half yearly valuation
of each of the Projects. However, the Company reserves the right to undertake
quarterly valuations on selected Projects, including for example Projects signed
after the end of a half year.
Trading Update
Following the announcement of the Company's interim results on 18 August 2006,
the Company wishes to update investors in relation to developments at the Kilada
Hills Golf Resort in Greece. On 30 August 2006, the Company received final
building permits for 46,741 buildable square metres. The permits include those
required for an 18-hole golf course, a hotel and residential units and the
Investment Manager therefore believes this makes Kilada Hills Golf Resort the
most mature Project in terms of the number of granted permits in Greece. In
addition, the Investment Manager is currently exploring an offer for partial
realisation of the Company's investment in the Kilada Hills Golf Resort Project.
Next Steps for Dolphin
Following the completion of the Placing, Dolphin will aim to:
• advance the development plans of existing Projects;
• invest the net proceeds of the Placing in Projects, including those in the
Investment Pipeline, some of which are already in advanced negotiation
stages;
• expand its investments into Croatia and Turkey, in order to diversify the
portfolio and strengthen DCI's position as the leading investor in the
Southeast European residential resort market;
• continue to grow NAV from both existing and new Projects;
• expand the DCP team; and
• explore potential project realisations and/or exits.
Looking Ahead
Since its admission to trading on AIM in December 2005, Dolphin has successfully
established itself as one of the leading investment companies for the
residential resort sector in Southeast Europe and has almost fully committed its
existing funds, to date in investments in Greece and Cyprus.
Following a very productive first half of the year, Dolphin expects to further
capitalise on its first mover advantage and continue to build its investment
portfolio. Dolphin's existing Project pipeline consists of highly attractive
investment opportunities that the Investment Manager believes could generate
strong development and capital returns.
................................................................................
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP, which is
authorised and regulated by the Financial Services Authority, is acting as
nominated adviser to Dolphin and for no one else in connection with the matters
referred to above and will not be responsible to anyone other than Dolphin for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to above.
Panmure Gordon (Broking) Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Dolphin and for no one else in
connection with the matters referred to above and will not be responsible to
anyone other than Dolphin for providing the protections afforded to its
customers or for providing advice to any other person in relation to the matters
referred to above.
This announcement has been issued by, and is the sole responsibility of,
Dolphin. This announcement does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to acquire,
purchase or subscribe for any securities. This announcement has not been
examined or approved by the FSA or the London Stock Exchange or any other
regulatory authority.
Definitions
The following definitions apply throughout this document unless the context
requires otherwise:
'Admission' admission of the Common Shares of the Company to trading on AIM
in December 2005
'AIM' the market of that name operated by the London Stock Exchange
'Business Day' a day, other than a Saturday or Sunday, on which banks are open
for business in London
'Colliers International' Colliers International S.A.
'Common Shareholders' or 'Shareholders' registered holders of Common Shares or Depositary Interests, as
the case may be
'Common Shares' common shares of €0.01 each in the Company and, save where the
context requires otherwise, Depositary Interests representing
such shares
'Company' or 'Dolphin' Dolphin Capital Investors Limited
'CREST' the computerised settlement system (being the relevant system
as defined in the Uncertificated Securities Regulations 2001
(S.I 2001/3755) to facilitate the transfer of title of shares
in uncertificated form operated by CRESTCo Limited
'Deed Poll' the deed poll dated 21 November 2005 entered into by the
depositary and which constituted the Depositary Interests
'Depositary' or 'Computershare' Computershare Investor Services PLC
'Depositary Interests' independent securities to be issued by the Depositary
representing Common Shares which may be held and transferred
through the CREST system
'Directors' or 'Board' the directors of the Company including any duly appointed
committee thereof
'Dolphin Capital Partners' or 'DCP' Dolphin Capital Partners Limited
'Fortress Investment Group' or 'Fortress' Fortress Investment Group LLC
'Founding Shareholders' the 13 parties, including the Investment Manager and Fortress,
who in June 2005 subscribed a total of €5 million for Common
Shares in the Company
'Founding Shareholder Warrants' the warrants to subscribe for Common Shares, subject to the
terms and conditions set out in the Founding Shareholder
Warrant Instrument and issued to the Founding Shareholders
'Founding Shareholder Warrant Instrument' the instrument of the Company dated 6 December 2005
constituting the Founding Shareholder Warrants
'Grant Thornton Corporate Finance' the corporate finance division of Grant Thornton UK LLP which
is authorised and regulated by the Financial Services Authority
to carry on investment business
'Investment Pipeline' the identified Projects in respect of which Dolphin is
currently negotiating a participation, as described in this
announcement
'Investment Management Agreement' the investment management agreement between the Company and the
Investment Manager dated 1 August 2005 (as amended and restated
on 8 December 2005)
'Investment Manager' or 'DCP' Dolphin Capital Partners Limited
'Internal Rate of Return' or 'IRR' internal rate of return, being the annualised discounted rate
at which the net present value of the relevant cash flows sum
to zero, calculated in accordance with accepted industry
practice
'London Stock Exchange' London Stock Exchange plc
'NAV' or 'Net Asset Value' the value of the assets of the Company less its liabilities,
determined in accordance with the accounting principles adopted
by the Company from time to time
'Net asset Value per Common Share' the Net Asset Value divided by the number of Common Shares in
issue from time to time
'Panmure Gordon' Panmure Gordon (Broking) Limited
'Placees' persons who are to acquire Common Shares pursuant to the
Placing
'Placing' means the conditional placing by Panmure Gordon as described in
this announcement
'Placing Agreement' the conditional placing agreement dated 4 October 2006 and
entered into between the Company, the Investment Manager,
Panmure Gordon and Grant Thornton Corporate Finance
'Placing Price' 93 pence per Common Share
'Region' or 'Southeast Europe' Croatia, Cyprus, Greece, and Turkey
'Residential Resorts' or 'Project(s)' master-planned residential resort developments which
incorporate a combination of, but are not limited to, leisure
facilities such as hotels, golf courses, polo fields, country
clubs, spas and marinas
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'US' or 'USA' or 'United States' United States of America (including the States thereof and the
District of Columbia), its territories and possessions
In this document, unless otherwise specified, all references to 'pounds' or '£'
are to United Kingdom pounds sterling, references to 'dollars' or '$' are to US
dollars and all references to 'Euro' or '€' are to the unit of money used in all
European Union countries which have adopted the single European currency unit.
This press release may contain forward-looking statements with respect to
Dolphin and its operations, strategy, financial performance and condition. These
statements generally can be identified by use of forward looking words such as
'may', 'will', 'expect', 'estimate', 'anticipate', 'use', 'intends', 'believe'
or 'continue' or the negative thereof or similar variations. The actual results
and performance of Dolphin could differ materially from those expressed or
implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations, including
that the transaction contemplated herein is completed. Important factors that
could cause actual results to differ materially from expectations include, among
other things, general economic and market factors, competition, changes in
government regulation. The cautionary statements qualify all forward-looking
statements attributable to Dolphin and persons acting on its behalf. Unless
otherwise stated, all forward-looking statements speak only as of the date of
this press release and the parties have no obligation to update such statements.
APPENDIX
Axia Ventures Limited ('Axia'), of which the Company's Director Mr Antonios
Achilleoudis is also a director, has acted as sub-placing agent to Panmure
Gordon in connection with the Placing and will therefore receive a proportion of
the Placing commissions payable to Panmure Gordon under the Placing.
This appendix contains important information for Placees in the United Kingdom.
Members of the public are not eligible to take part in the Placing. This
appendix and the terms set out herein are directed only at persons in the United
Kingdom selected by Panmure Gordon who have professional experience in matters
relating to investments and are 'investment professionals' within the meaning of
Article 19 (5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the 'Order'), are persons falling within
Article 49(2)(a) to (d) ('high net worth companies, unincorporated associations,
etc.') of the Order or are otherwise persons to whom it may lawfully be
communicated (all such persons together being referred to as 'Relevant
Persons').
Terms of the Placing
If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire new Common Shares (each such Relevant Person whose
participation is accepted by Panmure Gordon in accordance with this appendix
being hereinafter referred to as a 'Placee' and together, as the 'Placees') it
will be deemed to have read and understood this announcement and this appendix
in its entirety and to be making or accepting such offer on the terms and to be
providing the representations, warranties and acknowledgements, contained in
this appendix.
The new Common Shares and Depositary Interests referred to in this announcement
have not been and will not be registered under the US Securities Act of 1933
(the 'Securities Act') or the securities laws of any state of the United States,
and may not be offered or sold, taken up, delivered or transferred (directly or
indirectly) and will not qualify for sale within the United States. There will
be no public offer of the new Common Shares or the Depositary Interests in the
United States. The new Common Shares and Depositary Interests have not been
recommended, approved or disapproved by any United States federal or state
securities commission or regulatory authority. Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.
The new Common Shares and Depositary Interests will not be lodged or registered
with the Australian Securities and Investments Commission under Australia's
Corporations Law and are not being offered for subscription or sale and may not
be directly or indirectly offered, sold or delivered in or into Australia or for
the account or benefit of any person or corporation in (or with a registered
address in) Australia.
No document in relation to the new Common Shares or the Depositary Interests has
been or will be lodged for registration with the Registrar of Companies in the
Republic of Ireland and the new Common Shares will not be offered, sold or
delivered, directly or indirectly in the Republic of Ireland. All subscribers
for new Common Shares must provide addresses outside the Republic of Ireland for
the receipt of certificates for new Common Shares.
The relevant clearances have not been, and will not be obtained from the
Ministry of Finance of Japan and no circular in relation to the new Common
Shares or the Depositary Interests has been or will be lodged with or registered
by the Ministry of Finance of Japan. Neither the new Common Shares nor the
Depositary Interests may therefore be offered or sold, directly or indirectly,
in or into Japan, its territories and possessions and any areas subject to its
jurisdiction.
The approval of the South African Exchange Control Authorities has not been, and
will not be, obtained in relation to the new Common Shares or the Depositary
Interests. Neither the new Common Shares nor the Depositary Interests may
therefore be offered or sold directly or indirectly in or into South Africa.
This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Common Shares or Depositary
Interests in any jurisdiction in which to do so would be unlawful. The
distribution of this announcement and the placing and issue of the new Common
Shares and Depositary Interests in certain jurisdictions may be restricted by
law. Persons to whose attention this announcement has been drawn are required by
the Company and Panmure Gordon to inform themselves about and to observe any
such restrictions.
1. Panmure Gordon will arrange the Placing as agent for and on behalf of the
Company. Participation will only be available to persons invited to participate
by Panmure Gordon. Panmure Gordon will determine in its absolute discretion the
extent of each Placee's participation in the Placing, which will not necessarily
be the same for each Placee.
2. The price payable per new Common Share shall be the Placing Price (in
pounds).
3. A Placee's commitment to subscribe for a fixed number of new Common Shares
will be agreed with and confirmed to it orally by Panmure Gordon (the 'Placing
Commitment') and a contract note (a 'Contract Note') will be dispatched as soon
as possible thereafter. The oral confirmation to the Placee by Panmure Gordon
(the 'Oral Confirmation') constitutes an irrevocable, legally binding
contractual commitment to Panmure Gordon (as agent for the Company) to subscribe
for the number of new Common Shares allocated to it on the terms set out in this
appendix.
4. Commissions will not be paid to Placees in connection with the Placing.
5. Panmure Gordon has the right, inter alia, to terminate the Placing (in its
absolute discretion) if: (i) prior to Admission, any of the representations or
warranties contained in the Placing Agreement are untrue or misleading in any
material respect; or (ii) prior to Admission there occurs an event of force
majeure. If the Placing Agreement is terminated prior to Admission, the Placing
will lapse and the rights and obligations of the Placees hereunder shall cease
and determine at such time and no claim can be made by any Placee in respect
thereof. In such event, all monies (if any) paid by the Placees to Panmure
Gordon at such time shall be returned to the Placees at their sole risk without
any obligation on the part of the Company or Panmure Gordon or any of their
respective affiliates to account to the Placees for any interest earned on such
funds. The Placees acknowledge and agree that the Company and Panmure Gordon may
exercise their contractual rights to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement. Any such extension
or waiver will not affect Placees' commitments.
6. Neither Panmure Gordon nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of its contractual rights to waive or to
extend the time and/or date for the satisfaction of any condition in the Placing
Agreement or in respect of the Placing generally.
7. Each Placee acknowledges to, and agrees with, Panmure Gordon for itself
and as agent for the Company, that except in relation to the information in this
announcement, it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing.
8. Settlement of transactions in the new Common Shares following Admission
will take place through settlement of the Depositary Interests within CREST,
subject to certain exceptions. Panmure Gordon reserves the right to require
settlement for and delivery of the new Common Shares to the Placees in such
other means that it deems necessary if delivery or settlement of the Depositary
Interests is not possible within CREST within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
jurisdictions of such Placees.
9. It is expected that settlement of the Placing will occur on 9 October
2006. On that date each Placee must settle the full amount owed by it in respect
of the new Common Shares allocated to it. Panmure Gordon may (after consultation
with the Company) specify a later settlement date at its absolute discretion.
Payment must be made in cleared funds. The payment instructions for settlement
in CREST and settlement outside of CREST will be set out in the Contract Note.
The trade date of the new Common Shares is 4 October 2006. Interest is
chargeable daily on payments to the extent that value is received after the due
date at the rate per annum of 2 percentage points above the Barclays Bank plc
base rate. If a Placee does not comply with these obligations, Panmure Gordon
may sell the new Common Shares allocated to such Placee (as agent for such
Placee) and retain from the proceeds, for its own account, an amount equal to
the Placing Price plus any interest due. The relevant Placee will, however,
remain liable, inter alia, for any shortfall below the Placing Price and it may
be required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its new Common Shares on
its behalf. Time shall be of the essence as regards the obligations of Placees
to settle payment for the new Common Shares and to comply with their other
obligations under this appendix.
10. If new Common Shares are to be delivered to a custodian or settlement agent
of a Placee, the relevant Placee should ensure that its Contract Note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as new Common Shares are to be registered in the name of a Placee or
that of its nominee, such new Common Shares will, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty reserve
tax.
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its
behalf):
1. represents and warrants that it has read this announcement in its entirety
and acknowledges that its participation in the Placing will be governed by the
terms of this appendix and press release and the Placing Agreement;
2. represents, warrants and undertakes that it will subscribe for the new
Common Shares allocated to it in the Placing and pay up for the same in
accordance with the terms of this appendix failing which the relevant new Common
Shares may be placed with other subscribers or sold as Panmure Gordon determines
and without incurring liability to such Placee;
3. undertakes and acknowledges that its obligations under the Placing are
irrevocable;
4. represents and warrants that it is entitled to subscribe for new Common
Shares under the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all such governmental and other
guarantees and other consents which may be required thereunder and complied with
all necessary formalities;
5. acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in this
announcement (including this appendix);
6. represents and warrants that the issue to the Placee, or the person
specified by such Placee for registration as holder of new Common Shares, will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services);
7. represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 and the
Money Laundering Regulations 2003 (the 'Regulations') and, if it is making
payment on behalf of a third party, that satisfactory evidence has been obtained
and recorded by it to verify the identity of the third party as required by the
Regulations;
8. represents and warrants that it is a person falling within Article 19 (5)
or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire,
hold, manage or dispose of any new Common Shares that are allocated to it for
the purposes of its business;
9. represents and warrants that it has complied and will comply with all
applicable provisions of the Financial Services and Markets Act 2000 ('FSMA')
with respect to anything done by it in relation to the new Common Shares in,
from or otherwise involving the United Kingdom and will not sell or offer to
sell the new Common Shares in a manner which will result in an offer to the
public in the United Kingdom within the meaning of FSMA;
10. represents and warrants that its obligations under the Placing are valid,
binding and enforceable and that it has all necessary capacity and authority,
and has obtained all necessary consents and authorities to enable it to commit
to participation in the Placing and to perform its obligations in relation
thereto and will honour its obligations (including, without limitation, in the
case of any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this announcement);
11. acknowledges that Panmure Gordon is acting solely for the Company and that
participation in the Placing is on the basis that it is not and will not be a
client or customer of Panmure Gordon or any of its affiliates and that Panmure
Gordon and its affiliates have no duties or responsibilities to it for providing
the protections afforded to their clients or customers or for providing advice
in relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of Panmure Gordon's rights and obligations
thereunder, including any right to waive or vary conditions or exercise any
termination right;
12. undertakes and agrees that (i) the person whom it specifies for
registration as holder of the new Common Shares will be (a) the Placee or (b) a
nominee of the Placee, (ii) neither Panmure Gordon nor the Company or any of
their respective affiliates will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this requirement
and (iii) the Placee and any person acting on its behalf agrees to subscribe on
the basis that the new Depositary Interests will be allotted to the CREST stock
account of Panmure Gordon who will act as settlement agent in order to
facilitate the settlement process;
13. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract;
14. acknowledges that the new Common Shares have not been and will not be
registered under the Securities Act or under the relevant securities laws of any
state of the United States, any of Australia, Japan, the Republic of Ireland or
South Africa or any state or territory within any such country and, subject to
certain limited exceptions, may not be directly or indirectly offered, sold,
renounced, transferred, taken-up or delivered in, into or within those
jurisdictions;
15. represents, warrants and acknowledges to Panmure Gordon for itself and as
agent for the Company that it is outside the United States and will only offer
and sell the new Common Shares outside the United States in offshore
transactions in accordance with Regulation S of the Securities Act;
16. represents, warrants and undertakes and agrees that neither it nor its
affiliates (as defined in Rule 501(b) of the Securities Act) nor any person
acting on its or their behalf have engaged in or will engage in any 'general
solicitation or general advertising' (within the meaning of Regulation D under
the Securities Act) or 'directed selling efforts' (as defined in Regulation S
under the Securities Act) in connection with any offer or sale of the Shares;
17. acknowledges that the agreement to settle each Placee's subscription
(and/or the subscription of a person for whom it is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Common Shares in question. Such agreement assumes that the new Common Shares are
not being acquired in connection with arrangements to issue depositary receipts
or to transfer the new Common Shares into a clearance service. If there were any
such arrangements, or the settlement related to other dealing in the new Common
Shares, stamp duty or stamp duty reserve tax may be payable, for which neither
the Company nor Panmure Gordon nor any of their respective affiliates will be
responsible. If this is the case, the relevant Placee should take its own advice
and notify Panmure Gordon accordingly. In addition, Placees should note that
they will be liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by them or any other person on the acquisition by them of any new Common
Shares or the agreement by them to acquire any new Common Shares; and
18. acknowledges that any monies of any Placee or any person acting on behalf
of the Placee held or received by Panmure Gordon will not be subject to the
protections conferred by the UK Financial Services Authority's Client Money
Rules. As a consequence, these monies will not be segregated from the monies of
Panmure Gordon and may be used by Panmure Gordon in the course of its business,
and the relevant Placee or any person acting on its behalf will therefore rank
as a general creditor of Panmure Gordon.
The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and Panmure Gordon (for their own benefit
and, where relevant, the benefit of their respective affiliates) and are
irrevocable. The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings, representations and
warranties.
Settlement Details
No Placing letters will be issued. Conditional Contract Notes will be issued in
accordance with standard settlement instructions between Placees and Panmure
Gordon. Panmure Gordon will use CREST account 83801 to settle on a DVP basis
with Placees' confirmed splits with a trade date of 4 October 2006 and a
settlement date of 9 October 2006.
This information is provided by RNS
The company news service from the London Stock Exchange