Acquisition of Yew Holdings Limited and Placing

RNS Number : 0474W

Dignity PLC

22 January 2013

 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, BY ANY MEANS OR MEDIA, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

22 January 2013

Dignity plc

Acquisition of Yew Holdings Limited and Placing of New Ordinary Shares

Introduction

Dignity plc ("Dignity" or the "Group") announces that it has conditionally agreed to acquire the entire issued share capital of Yew Holdings Limited ("Yew") for a total cash consideration of £58.3 million on a debt-free-cash-free basis (the "Acquisition"). The Acquisition comprises 40 funeral locations and two crematoria located in the North of England.

In addition, the Board announces today a fully underwritten placing of 2,283,019 new ordinary shares ("Placing Shares") in Dignity (the "Placing") to raise approximately £24.2 million before expenses. This together with £39.8 million of new debt will be used to fund the Acquisition including approximately £2.5 million of one off capital expenditure and all other transaction fees. The transaction does not adversely affect the timing or overall quantum of any potential future return of value by the Group to shareholders.

Overview of Yew

Yew is a funeral and crematoria business which operates in the North of England. In order to minimise any potential competition concerns, Dignity is not acquiring 20 funeral locations that have historically been operated by Yew. These locations, together with the existing head office function and a manufacturing business have been transferred from Yew prior to completion.

All bar two of the funeral locations being acquired are freehold properties and both crematoria are freehold locations. As part of the Acquisition, Dignity will take over the administration of Yew's c9,000 outstanding pre-arranged funeral plans, of which approximately two thirds are anticipated to be ultimately performed by Dignity. Dignity intends to sell its own pre-arranged funeral plans through the new Yew branches post completion.

The unaudited financial performance for the four years ending 31 July 2012 for the 40 Yew funeral locations and two crematoria being acquired are set out below:

Year ended July	FY09	FY10	FY11	FY12
Funerals
Funeral Volume	6,346	6,153	6,217	6,197
Income (£m)	8.2	8.5	9.2	9.7
EBITDA (£m)	3.3	3.6	4.0	4.3
EBITDA Margin	40.3%	42.1%	44.1%	44.6%
Crematoria
Cremation Volume	2,441	2,494	2,511	2,611
Income (£m)	1.2	1.3	1.4	1.6
EBITDA (£m)	0.7	0.7	0.8	0.9
EBITDA Margin	56.2%	56.4%	55.1%	56.3%
Total
Income (£m)	9.4	9.8	10.6	11.3
EBITDA (£m)	4.0	4.3	4.8	5.2

The unaudited tangible gross assets of Yew as at 31 July 2012 were approximately £24 million.

Opportunity and Rationale

Since IPO, Dignity's acquisition strategy for growth has been consistent: prioritising client service, developing and acquiring additional funeral locations, developing, managing and acquiring additional crematoria and selling pre-arranged funeral plans. Dignity has a strong track record of integrating and harmonising acquisitions into its service and administrative processes. Since flotation, Dignity has successfully acquired and integrated 93 funeral locations and 15 crematoria into the Group.

There are significant opportunities for Dignity to improve the financial performance of Yew's funeral portfolio.  Yew achieved an average income per funeral of £1,565 in the twelve months to July 2012 compared to Dignity's £2,350 in the year to December 2011.  The Board believe that there is an opportunity to improve Yew's services and facilities and thus bring its average income per funeral closer to Dignity's.  In addition, Yew performed an average of 155 funerals per location in the twelve months to July 2012 compared to Dignity's average of 104 in the year to December 2011.  This should lead to a high degree of operational efficiency.

Like Dignity, Yew trades under established local brand names and has a strong and established trading record. It is one of the few remaining funeral assets of this size in the UK available to Dignity.  It significantly expands Dignity's presence in the North of England, where the Group has traditionally been underrepresented thus improving its ability to service pre-arranged funeral plans.

The two crematoria are attractive, established assets. Privately owned crematoria are relatively rare as approximately 67 per cent of all crematoria in the UK are owned by local authorities.

In addition, by not acquiring any of the existing Yew head office, Dignity anticipates that the integration of Yew will involve limited reorganisation costs and minimal increase in overheads. An anticipated £2.5 million capex expenditure will be required to upgrade the acquired locations which is expected to be spent in the first two years of ownership.

The transaction is expected to be marginally EPS enhancing in the year to 31 December 2013. No cost savings have been assumed.

Principal terms of the Acquisition

The total consideration for the Acquisition is £58.3 million, on a debt-free-cash-free basis which will be paid in cash on completion. Completion of the Acquisition is anticipated by 25 January 2013 and assumes a normal level of working capital. The Acquisition is to be funded by way of a placing for new shares of approximately £24.2 million and £39.8 million of new debt. The Acquisition is conditional on, inter alia, the admission of the Placing Shares to the Official List of the UK Listing Authority with a premium listing and to trading on the London Stock Exchange's main market for listed securities which is expected to take place on 25 January 2013.

Placing

The Board of Dignity announces today a placing of 2,283,019 new ordinary shares in Dignity at 1060 pence per share to raise a total of £24.2 million before expenses (the "Placing").

The shares being issued pursuant to the Placing represent approximately 4.17 per cent. of the existing share capital of Dignity. The Placing Price of 1060 pence per share represents a 3.2 per cent. discount to the closing mid-market price of a Dignity ordinary share on 21 January 2013.

The proceeds of the Placing will be used to pay a portion of the total cash consideration for the acquisition of Yew. The balance of the consideration is being funded from a new debt facility and existing cash and bank facilities.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 10.5 pence each in the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

The Placing has been fully underwritten by Investec Bank plc ("Investec") and Panmure Gordon (UK) Limited ("Panmure Gordon" and, together with Investec, the "Banks") pursuant to the terms of an agreement entered into by Dignity and the Banks today (the "Placing Agreement"), and is conditional upon, amongst other things, admission of the Placing Shares to the premium segment of the Official List and to trading by the London Stock Exchange on its main market for listed securities, becoming effective ("Admission"), the Placing Agreement not being terminated prior to Admission and the Acquisition having become unconditional in all respects (other than as regards any condition relating to the Placing Agreement having become unconditional).

In the unlikely event that the Placing becomes unconditional but the Acquisition is not completed, the net proceeds of the Placing will be retained for general corporate purposes.

Settlement for the Placing Shares as well as Admission is expected to take place on 25 January 2013.

Following Admission, Dignity's capital shall consist of 57,040,500 Ordinary Shares, each with voting rights. No ordinary shares are held in treasury. Shareholders may use the above figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Dignity under the FSA's Disclosure and Transparency Rules.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Current Trading of Dignity

On 12 November 2012, Dignity released the following trading announcement.

"Dignity plc, the UK's only listed provider of funeral services, announces its third quarter interim management statement for 2012.

	39 week period ended
	28 September 2012	28 September 2011	Increase per cent
Revenue (GBPmillion)	169.4	155.8	8.7
Underlying operating profit* (GBPmillion)	53.4	48.4	10.3

*Underlying operating profit is calculated as operating profit excluding profit on sale of fixed assets and external transaction costs.

Since the Group's last results announcement on 31 July 2012, 10 funeral locations have been acquired (for an investment of GBP5.6m) and nine new satellite locations have been opened. This brings the total number of funeral locations acquired to 18 (for a total investment of GBP10.8m) and new satellite locations opened to 18 since the start of the year.

Pre-arranged funeral plan sales continue to be robust and operating profit is ahead of the prior year. We expect the pre-arranged funeral business to continue to make progress next year. The trust funds should remain fully funded despite historically low bond yields. However, any improvement in marketing profit in 2013 may be offset by a reduction in or cancellation of recoveries of surplus from the trusts. Such recoveries have been GBP1.5m in each of the last six years.

Trading since 28 September 2012 continues to be in line with management's expectations.

The Group opened its crematorium in Essex in the third quarter of 2012. This means the Group's crematorium portfolio consists of 37 locations compared to 35 at the end of 2011.

There were no other significant transactions in the period to 11 November 2012.

Mike McCollum, Chief Executive of Dignity plc commented:

"This is a very strong performance. We continue to increase the number of funeral and crematoria locations we operate. Customer service remains central to what we do and remains at the very high levels seen throughout recent years.

Pre-arranged funeral plan sales continue to develop and I am pleased with the positive contribution they are making to the future of this business.

Our outlook for 2012 remains positive and our overall expectations for 2013 remain unchanged.""

Since the publication of the third quarter interim management statement, there has been no change in the outlook and overall expectations for the Group.

Mike McCollum, Chief Executive of Dignity, commented on the Acquisition:

"The acquisition of Yew will increase our funeral presence in the North of England and further expand our crematoria portfolio. This is a quality business which will be an excellent addition to the Dignity Group."

Enquiries:

Dignity Mike McCollum, Chief Executive Steve Whittern, Finance Director	[phone]
Investec Investment Banking, Joint Financial Adviser and Joint Corporate Broker Gary Clarence Patrick Robb	[phone]
Panmure Gordon, Joint Financial Adviser and Joint Corporate Broker Richard Gray Andrew Godber Giles Stewart Hannah Woodley	[phone]
Buchanan Richard Oldworth Sophie McNulty Louise Hadcocks	[phone]

This Announcement is not for release, publication or public distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or 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 Investec or Panmure Gordon or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Investec, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

Panmure Gordon, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this Announcement

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investec or Panmure Gordon or by any of their affiliates or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Investec and Panmure Gordon to inform themselves about, and to observe, any such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (C) IN THE UNITED STATES TO PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ALSO MAJOR US INSTITUTIONAL INVESTORS ("MAJOR US INSTITUTIONAL INVESTORS") AS DEFINED IN RULE 15A-6 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, (THE "EXCHANGE ACT") (ALL SUCH PERSONS IN (A), (B) OR (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT (I) REGISTRATION UNDER THE SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT AND WILL NOT BE OFFERED TO THE PUBLIC IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS TO OBTAIN LEGAL, TAX, BUSINESS AND RELATED ADVICE IN RESPECT OF AN INVESTMENT IN PLACING SHARES.

Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

In particular each such Placee represents, warrants and acknowledges that:

1.            it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.            in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(a)      the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Investec and Panmure Gordon (the "Banks") has been given to the offer or resale; or

(b)      where Placing Shares have been acquired by it on behalf of persons in any member state of the European Economic Area other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3.            (a)      (i) the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any application applicable securities laws or any state or other jurisdiction of the United States, and (iii) it is either (A) outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act or (B) it is a QIB and a Major US Institutional Investor purchasing in a transaction exempt from, or not subject to, the registration requirements under the Securities Act and it has duly executed and delivered an investor representation letter in a form provided to it.

The Company, the Banks and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

The Announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S. Any offering to be made in the United States will be made to a limited number of QIBs who are also Major US Institutional Investors pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act.

This Announcement has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Details of the Placing Agreement and the Placing Shares

The Banks have entered into the Placing Agreement with the Company under which the Banks have, on the terms and subject to the conditions set out therein, agreed severally, as agents for and on behalf of the Company, to use their reasonable endeavours to procure Placees for the Placing, or failing which, the Banks will themselves acquire up to 2,283,019 new ordinary shares of 10.5 pence each in the capital of the Company (the "Ordinary Shares") at the Placing Price.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

Applications for listing and admission to trading

Applications will be made to the FSA for admission of the Placing Shares to the Official List of the FSA with a premium listing and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities.

It is expected that Admission will become effective at 8.00 a.m. on 25 January 2013 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.            The Banks (whether themselves through or any of their affiliates) are arranging the Placing as bookrunners and agents of the Company.

2.            Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks or one of their affiliates.  The Banks and their affiliates are entitled to participate in the Placing as principal.

3.            This appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

4.            The Placing Price will be a fixed price of £10.60 per Placing Share (the "Placing Price"). No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

5.            Each Placee's allocation will be confirmed to Placees orally by one of the Banks or one of its affiliates, and a trade confirmation will be dispatched as soon as possible thereafter. That oral confirmation shall constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Banks and the Company under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association.

6.            Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Banks. The terms of this Appendix will be deemed incorporated by reference therein.

7.            Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Banks, to pay it (or as it may direct) or one of its affiliates in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe.

8.            Except as required by law or regulation, no press release or other announcement will be made by the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.            Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

10.          All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

11.          By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

12.          To the fullest extent permissible by law or applicable regulation, neither of the Banks nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Banks nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bank's conduct of the Placing or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

The Banks' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)          none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading;

(b)          the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(c)          the Acquisition having become unconditional in all respects (other than as regards any condition relating to the Placing Agreement having become unconditional);

(d)          Admission taking place not later than 8.00 a.m. on 25 January 2013, or such later date as the Company and the Banks may otherwise agree.

(d)           certain publication of announcement obligations (including with respect to this Announcement);

(e)           the Company having performed all of its obligations under the Placing Agreement in all material respects; and

(f)            the agreement entered into in relation to the proposed Acquisition not having been terminated.

If (i) any of the conditions contained in the Placing Agreement is not fulfilled or waived by the Banks by the respective time or date where specified (or such later time or date as the Company and the Banks may agree), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Banks may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Banks 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 any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.

Right to terminate under the Placing Agreement

Either Bank is entitled, at any time before Admission, to terminate the Placing Agreement in relation to the Banks' obligations in respect of the Placing Shares by giving notice to the Company in certain circumstances, including a material breach of the warranties given to the Banks in the Placing Agreement, the failure of the Company to comply in all material respects with obligations under the Placing Agreement, a material adverse change (or prospective change) in the Company's or Target's condition or prospects or the occurrence of a force majeure event which, in the opinion of the Banks, makes it impractical or inadvisable to proceed with the Placing.

By participating in the Placing, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person and neither the Banks nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B4JZFN18) following Admission will take place within the CREST system, subject to certain exceptions.  The Banks reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within the system administered by Euroclear UK & Ireland Limited ("CREST") within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following close of the Placing for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Banks.

It is expected that settlement will be on 25 January 2013 on a T+3 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the relevant Bank.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bank may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Bank's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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 such Placing Shares on such Placee's behalf. By its commitment to subscribe for Placing Shares, each Placee confers on the relevant Bank all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bank lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.            represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.            acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;

3.            acknowledges that no offering document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection therewith;

4.            acknowledges that the Ordinary Shares are listed on the Official List of the FSA with a premium listing, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5.            acknowledges that neither the Banks nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material information regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Banks, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

6.            acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Banks, their affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Banks or the Company and neither the Banks nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

7.            represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

8.            acknowledges that neither the Banks nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         unless otherwise specifically agreed in writing with the Banks, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Australia, Canada, Japan or South Africa;

10.        represents and warrants that it, or the beneficial owner, as applicable, is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities;

11.        represents and warrants that it has the power and authority to carry on the activities in which it is engaged, to acquire the Placing Shares and to execute and deliver all documents necessary for such acquisition;

12.        acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

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 and regulations;

14.        represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing 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) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

15.        represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2003 (the "Regulations") and, if 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;

16.        if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the offer or resale;

17.        represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

18.        represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

19.        represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

20.        represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

21.        if in a Member State of the European Economic Area, unless otherwise specifically agreed with the Banks in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

22.        if in the UK, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling with Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

23.        represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (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) and will honour such obligations;

24.        undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Banks may in their sole discretion determine and without liability to such Placee;

25.        acknowledges that none of the Banks, nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placees and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of the Banks and that the Banks 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 nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

26.        undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Banks in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Banks who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

27.        acknowledges that these terms and conditions and 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 Wales 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, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

28.        agrees that the Company, the Banks and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Banks on their own behalf and on behalf of the Company and are irrevocable;

29.        agrees to indemnify on an after tax basis and hold the Company, the Banks and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

30.        acknowledges that no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

31.        acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; and

32.        acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to each of the Banks for themselves and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee 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 Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom 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 stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Banks in the event that any of the Company and/or the Banks has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.

In addition, Placees should note that they will be liable for any 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 subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Banks do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Banks or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with either of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Banks' money in accordance with the client money rules and will be used by the relevant Bank in the course of its own business and the Placee will rank only as a general creditor of the relevant Bank.

 

END

 

 

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