Proposed Placing

RNS Number : 1415U

HSBC Infrastructure Company Limited

12 May 2008

 

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
                      AMERICA, AUSTRALIA, CANADA OR JAPAN

HSBC INFRASTRUCTURE COMPANY LIMITED PROPOSED PLACING AND OFFER FOR SUBSCRIPTION
                         OF UP TO 145,000,000 C SHARES

                      TERMS AND CONDITIONS OF THE PLACING


IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY ORIEL SECURITIES LIMITED AND/OR DRESDNER
KLEINWORT SECURITIES LIMITED ('ORIEL' AND 'DKIB' RESPECTIVELY AND TOGETHER THE
'PLACING AGENTS') WHO ARE 'INVESTMENT PROFESSIONALS' FALLING WITHIN ARTICLE 19
(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE 'FPO') OR 'HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC'
FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.


THE NEW C SHARES THAT ARE THE SUBJECT OF THE PLACING (THE 'PLACING SHARES') ARE
NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO
'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE
'PROSPECTUS DIRECTIVE'), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY
THE FINANCIAL SERVICES AUTHORITY (THE 'FSA') OR ENTITIES WHICH ARE NOT SO
REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the 'Securities Act') or under the
securities laws of any state or other jurisdiction of the United States and may
not be offered, sold, resold or delivered, directly or indirectly, in or into
the United States absent registration except pursuant to an exemption from or in
a transaction not subject to the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing (as defined below) is being made outside the United States
in offshore transactions (as defined in Regulation S under the Securities Act
('Regulation S')) meeting the requirements of Regulation S under the Securities
Act. Persons receiving this document (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit it in or into
the United States or use the United States mails, directly or indirectly, in
connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of
an offer to buy or subscribe for Placing Shares in any jurisdiction including,
without limitation, the United States, Canada, Australia, Japan or any other
jurisdiction in which such offer or solicitation is or may be unlawful (a
'Prohibited Jurisdiction'). This document and the information contained herein
are not for publication or distribution, directly or indirectly, to persons in a
Prohibited Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing
Shares in certain jurisdictions may be restricted by law and/or regulation. No
action has been taken by HSBC Infrastructure Company Limited (the 'Company'),
the Placing Agents or any of their respective Affiliates (as defined below) that
would permit an offer of the Placing Shares or possession or distribution of
this document or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons receiving
this document are required to inform themselves about and to observe any such
restrictions.

Oriel and DKIB, each of whom is authorised and regulated by the Financial
Services Authority, are acting for the Company and for no one else in connection
with the Placing and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Oriel and DKIB or for
affording advice in relation to the Placing, or any other matters referred to
herein.


By participating in the Placing (as defined below), each person who is invited
to and who chooses to participate in the Placing (a 'Placee') by making an oral
offer to take up Placing Shares is deemed to have read and understood this
document in its entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained herein.


Details of the Issue Agreement and the Placing Shares

The Company and HSBC Specialist Fund Management Limited (the 'Manager') have
entered into an issue agreement (the 'Issue Agreement') with Oriel and DKIB,
under which the Placing Agents have, subject to the terms set out therein,
agreed to use their reasonable endeavours, as agents of the Company, to procure
Placees for the Placing Shares (the 'Placing').

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with each other and upon conversion of the C Shares,
the resulting Ordinary Shares will rank pari passu in all respects with the
existing Ordinary Shares then in issue including the right to receive all
dividends and other distributions declared, made or paid in respect of such
ordinary shares after the date of issue.

The Placing Shares will convert into ordinary shares of 0.01p each in the
capital of the Company upon certain investment criteria being been met. Details
of the terms of the Placing Shares and the Conversion Ratio, including the
Calculation Time (both as defined in the Prospectus) are set out in Part VIII of
the Prospectus.

The Placing Shares will be issued free of any pre-emption rights, encumbrance,
lien or other security interest.

Application for listing and admission to trading

Application will be made to the FSA as the competent authority for listing for
admission of the Placing Shares to the Official List maintained by the FSA in
accordance with section 74(1) of the Financial Services and Markets Act 2000 ('
FSMA') for the purposes of part VI of FSMA and to the London Stock Exchange plc
(the 'London Stock Exchange') for admission to trading of the C Shares on the
London Stock Exchange's market for listed securities ('Admission'). It is
expected that Admission will become effective and that dealings will commence on
21 May 2008, and in any event no later than 30 June 2008.
Participation in, and principal terms of, the Placing

A single price (the 'Placing Price') will be payable to the Placing Agents by 
all Placees.

Prospective Placees will be identified and contacted by the Placing Agents.

The Placing is expected to close at 5.00 p.m. London time on 15 May 2008.  
However, the Company may, with the prior approval of Oriel, bring forward or 
postpone this time and date by up to two weeks.  In the event such date is 
changed, the Company will notify investors who have applied for C Shares either 
by post by electronic mail or by the publication of a notice through a 
regulatory information service provider to the London Stock Exchange.

Oriel and/or DKIB (as the case may be) will re-contact and confirm orally to 
Placees the size of their respective allocations and a trade confirmation will 
be dispatched as soon as possible thereafter.  Oriel's and/or DKIB's (as the 
case may be) oral confirmation of the size of allocations and each Placee's 
oral commitments to accept the same will constitute a legally binding agreement 
pursuant to which each such Placee will be required to accept the number of 
Placing Shares allocated to the Placee at the Placing Price and otherwise on 
the terms and subject to the conditions 
set out herein and the Prospectus.

The Company and the Placing Agents reserve the right to scale back the number of 
Placing Shares to be subscribed by any Placee in the event of an 
oversubscription under the Placing.  The Company and the Placing Agents also 
reserve the right not to accept offers to subscribe Placing Shares or to accept 
such offers in part rather than in whole.  The Placing Agents shall be entitled 
to effect the Placing by such method as they shall in their sole discretion 
determine. To the fullest extent permissible by law, neither the Placing Agents, 
any holding company thereof, nor any subsidiary, branch or affiliate of the 
Placing Agents (each an 'Affiliate') nor any person acting on their behalf 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 Placing Agents, any 
Affiliate thereof nor any person acting on their behalf shall have any liability 
to Placees in respect of its conduct of the Placing.  No commissions will be 
paid to Placees or directly by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to the Placing Agents.  
Following the oral confirmation referred to above, each Placee will also have an 
immediate, separate, irrevocable and binding obligation, owed to the Placing 
Agents, to pay to the Placing Agents (or as the Placing Agents may direct) 
in cleared funds an amount equal to the product of the Placing Price and the 
number of Placing Shares such Placee has agreed to acquire.  The Company shall 
allot such Placing Shares to each Placee following each Placee's payment to 
the Placing Agents of such amount.

All obligations of the Placing Agents under the Placing will be subject to 
fulfillment of the conditions referred to below under 'Conditions of the 
Placing'.

Conditions of the Placing

The Placing is conditional upon the Issue Agreement becoming unconditional and
not having been terminated in accordance with its terms.

The obligations of the Placing Agents under the Issue Agreement (which are
several obligations) are conditional, inter alia, on:

1.  Admission occurring by no later than 21 May 2008 (or such later date as
    may be agreed between the Company and the Placing Agents, not being later 
    than 30 June 2008);

2.  the Company and the Investment Adviser delivering, by no later than 
    5.00 p.m. on the business day prior to Admission, to the Placing Agents
    certificates confirming, inter alia, that none of the representations,
    warranties and undertakings given by the Company or the Investment Adviser,
    respectively, in the Issue Agreement has been breached or was untrue, 
    inaccurate or misleading when made or would cease to be true and accurate 
    were it to be repeated by reference to the facts subsisting on the date of 
    the certificates; and

3.  not less than 50 million C Shares being subscribed for in aggregate
    pursuant to the Issue.

If (a) the conditions are not fulfilled or (to the extent permitted under the
Issue Agreement) waived by the Placing Agents, or (b) the Issue Agreement is
terminated in the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. The Placing Agents
shall not 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 in the Issue Agreement or in respect of the
Placing generally.

By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under 'Right to terminate under the Issue Agreement' below, and will not be
capable of rescission or termination by the Placee.

Right to terminate under the Issue Agreement

Oriel and/or DKIB (with the consent of Oriel) may, at any time before Admission,
terminate the Issue Agreement by giving notice to the Company if:

a) any statement contained in the Prospectus is or has become untrue, incorrect
   in any respect or misleading in any material respect; or

b) matters have arisen which would, if the Prospectus were issued at that time,
   constitute a material omission therefrom; or

c) there has been a breach of any of the warranties which is material in the
   context of the Issue; or

d) one or more of the warranties was untrue or inaccurate in a manner which was
   material in the context of the Issue when given or, by reason of any event
   occurring or circumstance arising after the date hereof, any one or more of 
   the warranties would cease to be true and accurate in a manner which is 
   material in the context of the Issue if repeated at that time; or

e) by reason of any event occurring or circumstance arising after the date
   hereof the Company or the Investment Adviser would have been in material 
   breach of the warranties if given at the time such event occurred or 
   circumstance arose; or

f) the Company or the Investment Adviser has failed to comply with any material
   obligation under this Agreement or otherwise relating to the Issue.

By participating in the Placing, each Placee agrees with Oriel and/or DKIB that
the exercise by Oriel and/or DKIB of any right of termination or other
discretion under the Issue Agreement shall be within the absolute discretion of
Oriel and/or DKIB and that Oriel and/or DKIB need not make any reference to the
Placee in this regard and that, to the fullest extent permitted by law, Oriel
and/or DKIB shall not have any liability whatsoever to the Placee in connection
with any such exercise.

Prospectus

The Prospectus has been published in connection with the Placing and Admission.
The Prospectus has been approved by the UK Listing Authority. A Placee may only
rely on the information contained in the Prospectus in deciding whether or not
to participate in the Placing.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this document and the Prospectus is exclusively the responsibility of
the Company and confirms to the Placing Agents and the Company that it has
neither received nor relied on any information, representation, warranty or
statement made by or on behalf of the Placing Agents (other than the amount of
the relevant Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any of their respective Affiliates,
any persons acting on their behalf or the Company other than the Prospectus and
none of the Placing Agents, any of their respective Affiliates, any persons
acting on their behalf or the Company will be liable for the decision of any
Placee to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons
other than the Prospectus). By participating in the Placing, each Placee
acknowledges and agrees, to the Placing Agents for themselves and as agents for
the Company, that, except in relation to the information contained in this
document and the Prospectus, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
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 GB00B2R01586) following
Admission will take place within the CREST system, using the DVP mechanism,
subject to certain exceptions. The Placing Agents reserve the right to require
settlement for and delivery of the Placing Shares to Placees by such other means
that they deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in this
document or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to Oriel and/or DKIB (as the
case may be) and settlement instructions. Placees should settle against CREST
ID: 601 (for Oriel) and 318 (for DKIB). It is expected that such trade
confirmation will be despatched on 16 May 2008 and that this will also be the
trade date. 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 which it has in place with the
Placing Agents.

It is expected that settlement will be on 21 May 2008 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 2
percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these
obligations, the Placing Agents may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the proceeds,
for their own account and profit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The Placee will, however, remain liable for
any shortfall below the aggregate amount owed by such Placee 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 such Placing Shares on
such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee 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 the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as agent
or that of a nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to PTM levy, stamp duty
or stamp duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the issue of the
Placing Shares, neither Oriel, or DKIB nor the Company shall be responsible for
the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations and Warranties

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

 1. represents and warrants that it has read and understood this document in its
    entirety and acknowledges that its participation in the Placing will be
    governed by the terms of this document and the Prospectus;
 2. agrees to indemnify on an after-tax basis and hold harmless the Company,
    Oriel, DKIB, any of their respective Affiliates and any person acting on
    their behalf 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 document and further agrees that the provisions of this
    document shall survive after completion of the Placing;
 3. acknowledges that the C shares of the Company will be listed on the Official
    List of the UK Listing Authority, and the Company is therefore required to
    publish certain business and financial information in accordance with the
    rules and practices of the FSA (collectively, the '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 similar
    statements for preceding financial years, and that the Placee is able to
    obtain or access the Exchange Information without undue difficulty;
 4. acknowledges that neither of the Placing Agents, any of their respective
    Affiliates nor any person acting on their behalf has provided, and will not
    provide it with any material or information regarding the Placing Shares or
    the Company; nor has it requested the Placing Agents, any of their
    respective Affiliates or any person acting on their behalf to provide it
    with any such material or information;
 5. acknowledges that the content of this document is exclusively the
    responsibility of the Company and that neither the Placing Agents, any of
    their respective nor any person acting on their behalf will be responsible
    for or shall have any liability for any information, representation or
    statement relating to the Company contained in this document or any
    information previously published by or on behalf of the Company and neither
    the Placing Agents, any of their respective Affiliates nor any person acting
    on their behalf will be liable for any Placee's decision to participate in
    the Placing based on any information, representation or statement contained
    in this document 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 to subscribe for the Placing
    Shares is contained in this document, the Prospectus 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 relied
    on its own investigation with respect to the Placing Shares and the Company
    in connection with its decision to subscribe for the Placing Shares and
    acknowledges that it is not relying on any investigation that the Placing
    Agents, any of their respective Affiliates or any person acting on their
    behalf may have conducted with respect to the Placing Shares or the Company
    and none of such persons has made any representations to it, express or
    implied, with respect thereto;
 6. acknowledges that it has not relied on any information relating to the
    Company contained in any research reports prepared by Oriel, DKIB, their
    respective Affiliates or any person acting on their or any of their
    Affiliates' behalf and understands that (i) none of Oriel, DKIB, any of
    their Affiliates nor any person acting on their behalf has or shall have any
    liability for public information or any representation; (ii) none of Oriel,
    DKIB, any of their Affiliates nor any person acting on their behalf has or
    shall have any liability for any additional information that has otherwise
    been made available to such Placee, whether at the date of publication, the
    date of this document or otherwise; and that (iii) none of Oriel, DKIB, any
    of their Affiliates nor any person acting on their behalf makes any
    representation or warranty, express or implied, as to the truth, accuracy or
    completeness of such information, whether at the date of publication, the
    date of this document or otherwise;
 7. represents and warrants that (i) it is entitled to acquire the Placing Shares
    under the laws and regulations of all relevant jurisdictions which apply to
    it; (ii) it has fully observed such laws and regulations and obtained all
    such governmental and other guarantees and other consents and authorities
    which may be required thereunder and complied with all necessary
    formalities; (iii) it has all necessary capacity to commit to participation
    in the Placing and to perform its obligations in relation thereto and will
    honour such obligations; (iv) it has paid any issue, transfer or other taxes
    due in connection with its participation in any territory and (v) it has not
    taken any action which will or may result in the Company, the Placing
    Agents, any of their respective Affiliates or any person acting on their
    behalf being in breach of the legal and/or regulatory requirements of any
    territory in connection with the Placing;
 8. represents and warrants that the issue to the Placee, or the person specified
    by the Placee 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 issue or transfer Placing Shares into a clearance
    system;
 9. represents and warrants that it understands that the Placing Shares have not
    been and will not be registered under the Securities Act or under the
    securities laws of any state or other jurisdiction of the United States (as
    defined below) and that the Company has not been registered as an
    'investment company' under the United States Investment Company Act of 1940,
    as amended;
10. represents and warrants that unless it is 'US Person' (within the meaning of
    Regulation S) that is a QIB in the United States to which the Placing Shares
    will be offered on a private placement basis, it is, or at the time the
    Placing Shares are acquired, it will be, (a) the beneficial owner of such
    Placing Shares and is neither a person located in the United States of
    America, its territories or possessions, any state of the United States or
    the District of Columbia (the 'United States') nor on behalf of a person in
    the United States, (b) acquiring the Placing Shares in an offshore
    transaction (as defined in Regulation S under the Securities Act) and (c)
    will not offer or sell, directly or indirectly, any of the Placing Shares in
    the United States except in accordance with Regulation S or pursuant to an
    exemption from, or in a transaction not subject to, the registration
    requirements of the Securities Act;
11. represents and warrants that it has not offered or sold and will not offer
    or sell any Placing Shares to persons in the United Kingdom prior to
    Admission except to 'qualified investors' as defined in Article 2.1(e) of
    the Prospectus Directive;
12. 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 FSMA) relating to the Placing Shares in
    circumstances in which it is permitted to do so pursuant to section 21 of
    FSMA;
13. represents and warrants that it has complied and will comply with all
    applicable provisions of FSMA with respect to anything done by it in
    relation to the Placing Shares in, from or otherwise involving the United
    Kingdom;
14. represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Criminal
    Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000,
    the Anti-terrorism Crime and Security Act 2001 and the Money Laundering
    Regulations (2007) (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;
15. represents and warrants that it is (a) a person falling within Article 19(5)
    of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO
    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;
16. represents and warrants that it is a qualified investor as defined in
    section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii)
    or (iii) of the Prospectus Directive;
17. undertakes that it (and any person acting on its behalf) will pay for the
    Placing Shares acquired by it in accordance with this document on the due
    time and date set out herein against delivery of such Placing Shares to it,
    failing which the relevant Placing Shares may be placed with other Placees
    or sold as the Placing Agents may, in their absolute discretions, determine
    and it will remain liable for any shortfall below the net proceeds of such
    sale and the placing proceeds of such Placing Shares and may be required to
    bear any stamp duty or stamp duty reserve tax (together with any interest or
    penalties due pursuant to the terms set out or referred to in this document)
    which may arise upon the sale of such Placee's Placing Shares on its behalf;
18. acknowledges that none of the Placing Agents, any of their respective
    Affiliates nor any person acting on their behalf is making any
    recommendations to it or advising it regarding the suitability or merits of
    any transaction it may enter into in connection with the Placing, and
    acknowledges that neither the Placing Agents, any of their respective
    Affiliates nor any person acting on their behalf has any duties or
    responsibilities to it for providing advice in relation to the Placing or in
    respect of any representations, warranties, undertakings or indemnities
    contained in the Issue Agreement or for the exercise or performance of any
    of Oriel's, or DKIB's rights and obligations there under, including any
    right to waive or vary any condition or exercise any termination right
    contained therein;
19. undertakes that (i) the person whom it specifies for registration as holder
    of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as
    the case may be, (ii) neither the Placing Agents 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 and (iii) the Placee
    and any person acting on its behalf agrees to acquire the Placing Shares on
    the basis that the Placing Shares will be allotted to the CREST stock
    account of Oriel and DKIB which will hold them as settlement agent as
    nominee for the Placees until settlement in accordance with its standing
    settlement instructions with payment for the Placing Shares being made
    simultaneously upon receipt of the Placing Shares in the Placee's stock
    account on a delivery versus payment basis;
20. 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;
21. acknowledges that it irrevocably appoints any director of the Placing Agents
    as its agent for the purposes of executing and delivering to the Company and
    /or its registrars any documents on its behalf necessary to enable it to be
    registered as the holder of any of the Placing Shares agreed to be taken up
    by it under the Placing;
22. represents and warrants that it is not a resident of any Prohibited
    Jurisdiction and acknowledges that the Placing Shares have not been and will
    not be registered nor will a prospectus be cleared in respect of the Placing
    Shares under the securities legislation of any Prohibited Jurisdictions and,
    subject to certain exceptions, may not be offered, sold, taken up,
    renounced, delivered or transferred, directly or indirectly, within any
    Prohibited Jurisdiction;
23. acknowledges that the agreement to settle each Placee's acquisition of
    Placing Shares (and/or the acquisition 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 an acquisition by it and/or such person
    direct from the Company of the Placing Shares in question. Such agreement
    assumes that the Placing Shares are not being acquired in connection with
    arrangements to issue depositary receipts or to issue or transfer the
    Placing Shares into a clearance service. If there were any such
    arrangements, or the settlement related to other dealing in the Placing
    Shares, stamp duty or stamp duty reserve tax may be payable, for which
    neither the Company nor the Placing Agents will be responsible. If this is
    the case, the Placee should take its own advice and notify Oriel and/or DKIB
    accordingly;
24. acknowledges that the Placing Shares will be issued and/or transferred
    subject to the terms and conditions set out in this document and otherwise
    as stated in the Prospectus;
25. acknowledges that when a Placee or any person acting on behalf of the Placee
    is dealing with Oriel and/or DKIB (as the case may be), any money held in an
    account with Oriel and/or DKIB 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 relevant rules and regulations of the FSA. 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 Oriel and/or DKIB money in accordance with the client money
    rules and will be used by Oriel and/or DKIB in the course of its business;
    and the Placee will rank only as a general creditor of Oriel and/or DKIB (as
    the case may be);
26. acknowledges and understands that the Company, the Placing Agents, and
    others will rely upon the truth and accuracy of the foregoing
    representations, warranties, agreements, undertakings and acknowledgements;
    and
27. acknowledges that until 40 days after the later of the commencement of the
    Placing and the closing date, an offer or sale of Placing Shares within the
    United States by any dealer (whether or not participating in the Placing)
    may violate the registration requirements of the Securities Act if such
    offer or sale is made otherwise than in accordance with Rule 144A or
    pursuant to another exemption from registration under the Securities Act to
    a person that is a QP (as defined below); and
28. acknowledges that the basis of allocation will be determined by the Company
    (after consulting with the Placing Agents) at its absolute discretion. The
    right is reserved to reject in whole or in part and/or scale back any
    participation in the Placing.

The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and the Placing Agents (for
their own benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued or transferred (as the case may be) into CREST to,
or to the nominee of, a Placee who holds those shares beneficially (and not as
agent or nominee for any other person) within the CREST system and registered in
the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Oriel nor DKIB 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company, Oriel and DKIB in the event that any of the Company
and/or Oriel and/or DKIB has incurred any such liability to stamp duty or stamp
duty reserve tax.

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 Placing Shares or the agreement by them to acquire
any Placing Shares.

All times and dates in this document may be subject to amendment. the Placing
Agents shall notify the Placees and any person acting on behalf of the Placees
of any such changes.

This document has been issued by the Company and is the sole responsibility of
the Company.

The rights and remedies of Oriel, DKIB and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to each of Oriel and
DKIB:

(a)  if he is an individual, his nationality; or

(b)  if he is a discretionary fund manager, the jurisdiction in which
     the funds are managed or owned.

 

END

 

 

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