Placing announcement
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, into the United
States, Canada, Australia, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of
US, Canadian, Australian, South African or Japanese securities law.
On 20 July 2006 the Board of Directors of Impax Environmental Markets
plc (the "Company") announced proposals to raise monies by way of a
placing and offer for subscription (the "Issue") of up to 90,000,000
C Shares in the capital of the Company (the "Placing Shares") at 100
pence per Placing Share. As part of the Issue, Placing Shares will be
placed with institutional and certain other selected investors at a
price of 100 pence per Share (the "Placing"). Application has been
made to the UK Listing Authority and London Stock Exchange plc (the
"LSE") for the Placing Shares to be admitted to the Official List of
the UK Listing Authority and for admission to trading on the LSE
(together, "Admission").
The Company is an investment trust which was established to enable
investors to benefit from rapid and sustained growth anticipated by
the Directors in the markets for cleaner or more efficient delivery
of basic services of energy, waste and water. The Company's
investments are predominantly in quoted companies which provide,
utilise, implement or advise upon technology-based systems, products
or services in environmental markets, particularly those of
alternative energy and energy efficiency, water treatment and
pollution control, and waste technology and resource management.
The Issue is sponsored by Dresdner Kleinwort. The Company's
investment manager is Impax Asset Management Limited.
The Placing, which is conditional upon the matters described in the
appendix to this announcement and which will be carried out by
Dresdner Kleinwort Wasserstein Securities Limited ("Dresdner
Kleinwort" or the "Placing Agent") as placing agent on behalf of the
Company, is expected to be completed on 10 August 2006, with trading
in the Placing Shares expected to commence on 15 August 2006.
A prospectus dated 20 July 2006 relating to the Company which
contains information about the Placing and Admission (the
"Prospectus") has been published in relation to the Placing and
Admission and copies are available for inspection (during normal
business hours only) at the Document Viewing Facility, The Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E19
5HS and may be obtained during normal business hours on any weekday
up to and including 15 August 2006 from the registered office of the
Company, Crusader House, 145-157 St John Street, London EC1V 4RU.
If you choose to participate in the Placing by accepting an oral and
legally binding offer made to you by the Placing Agent (on behalf of
the Company) to subscribe for Placing Shares you will be deemed to
have read and understood this announcement in its entirety and to be
accepting such offer on the terms and conditions contained in the
Appendix to this announcement and to be providing the
representations, warranties and acknowledgements contained in the
Appendix to this announcement.
9 August 2006
Enquiries:
Impax Asset Management Limited 020 7434 1122
Ian Simm
Bruce Jenkyn-Jones
Dresdner Kleinwort
Dominic Waters 020 7475 6688
David Yovichic 020 7475 7144
Dresdner Kleinwort Wasserstein Securities Limited, which is
authorised and regulated by the Financial Services Authority, is
acting for Impax Environmental Markets plc and for no-one else in
connection with the Placing and will not be responsible to any other
person for providing the protections afforded to its customers or for
affording advice in relation to the Placing.
This announcement has been issued and approved on the basis set out
at the end of the Appendix to this announcement. This announcement
does not constitute an offer to sell or issue or the solicitation to
an offer to buy or acquire securities in the United States, Canada,
Australia, the Republic of South Africa, Japan or any jurisdiction in
which such offer or solicitation is unlawful. The Placing is made
outside the United States of America in offshore transactions (as
defined in Regulation S) meeting the requirements of Regulation S
under the US Securities Act of 1933.
The making of an offer in, or to residents or citizens of, certain
jurisdictions ("Overseas Persons") may be restricted by laws of the
relevant jurisdictions. Overseas Persons should inform themselves
about and observe any such applicable legal requirements in their
respective jurisdictions.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
IMPAX ENVIRONMENTAL MARKETS PLC - PROPOSED PLACING AND OFFER FOR
SUBSCRIPTION OF UP TO 90,000,000 C SHARES
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ABOUT THE PLACING FOR PLACEES ONLY
THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT WASSERSTEIN
SECURITIES LIMITED ("DKIB") WHO ARE "INVESTMENT PROFESSIONALS" AS
DESCRIBED IN ARTICLE 19 OR "HIGH NET WORTH COMPANIES" AS DESCRIBED IN
ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (the "FPO") OR 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. ANY INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING WHICH IS ONLY OPEN TO INVESTORS INVITED TO DO SO BY THE
PLACING AGENT.
THE C SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING
SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED
KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING
PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) 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 is 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 and may be made within the
United States to a limited number of institutional investors who are
qualified institutional buyers within the meaning of Rule 144A under
the Securities Act ("QIBs") in transactions that are exempt from, or
not subject to, the registration requirements under the Securities
Act. Prospective investors are hereby notified that the Company may
be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
If you are a Relevant Person and choose to participate in the Placing
by accepting an oral offer to acquire Placing Shares you will be
deemed to have read and understood this announcement in its entirety
and to be accepting such offer on the terms and conditions contained
herein and to be providing the representations, warranties and
acknowledgements contained in this Appendix.
This document (including the terms and conditions set out herein)
does not constitute an offer of securities for sale in the United
States of America nor the solicitation of an offer to buy any such
securities, nor may securities be offered or sold in the United
States of America, or in any jurisdiction in which such offer or
solicitation is unlawful and the information contained herein is not
for publication or distribution to persons in the United States or
any jurisdiction in which such publication or distribution is
unlawful. 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. The Company does not intend to register the Placing Shares
under the Securities Act.
This document 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 including, without limitation, Canada, Australia,
Japan or any other jurisdiction in which such offer or solicitation
is or may be unlawful. This document and the information contained
herein are not for publication or distribution, directly or
indirectly, to persons in Canada, Australia, Japan unless permitted
pursuant to an exemption under the relevant local law or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this document, the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or Dresdner Kleinwort that would
permit an offer of the Placing Shares or possession or distribution
of this document or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement
comes are required by the Company and Dresdner Kleinwort to inform
themselves about, and to observe, any such restrictions.
Details of the Placing Agreement and the Placing Shares
Dresdner Kleinwort has entered into a placing agreement (the "Placing
Agreement") with the Company and Impax Asset Management Limited
whereby Dresdner Kleinwort has, subject to the conditions set out
therein, agreed to use its reasonable endeavours as agent of the
Company to procure placees to subscribe for up to 90 million Placing
Shares (or such other number of Placing Shares as the Company and
Dresdner Kleinwort may agree) at the placing price of £1.00 per Share
(the "Placing Price").
The Placing Shares will be issued free of any pre-emption rights,
encumbrance, lien or other security interest.
This announcement gives details of the terms and conditions of, and
the procedures and requirements for participation in, the Placing.
No commissions will be paid to placees in respect of any Placing
Shares subscribed in the Placing. In addition there will be no United
Kingdom stamp duty payable on such Placing Shares.
Application for listing and admission to trading
Application has been 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 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 Placing
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 15 August 2006, and in any event
no later than 30 September 2006.
How to participate in the Placing
If you have indicated to the Placing Agent your intention to
participate in the Placing, you will be contacted on 10 August 2006
by your usual sales contact at Dresdner Kleinwort. The relevant sales
contact will make an oral and legally binding offer for you to
subscribe for Placing Shares in the Company. If you accept that
offer, a trade confirmation confirming the transaction will be
dispatched to you as soon as possible after the close of the Placing.
Your oral acceptance of Dresdner Kleinwort's offer to you will
constitute a legally binding commitment upon you to subscribe for the
agreed number of Placing Shares at the Placing Price and otherwise on
the terms and conditions set out in this announcement and in
accordance with the Company's memorandum and articles of association.
Principal terms of the Placing
1 Dresdner Kleinwort is arranging the Placing as agent
of the Company. Dresdner Kleinwort and its Affiliates are entitled
to participate as principal in the Placing.
2 Participation in the Placing will only be available
to persons invited to participate by Dresdner Kleinwort.
3 The conditional offer by the Company through its
agent Dresdner Kleinwort to each proposed Placee to participate in
the Placing shall be constituted by this announcement, the Prospectus
and a telephone call from Dresdner Kleinwort on or after the date of
this announcement specifying the number of Placing Shares being
offered for subscription. It shall be accepted at the end of that
telephone call (if the Placee should so decide) by the Placee and, if
so accepted, confirmed by the issue by Dresdner Kleinwort to the
Placee of a trade confirmation. The acceptance by the Placee will
constiute a legally binding commitment by the Placee to subscribe for
and pay for the Placing Shares in respect of which the offer is
accepted, and as an acceptance of all of the terms and conditions and
the further information set out in both this announcement and the
Prospectus.
4 Oral acceptance of an offer to subscribe for Placing
Shares is binding and irrevocable but Dresdner Kleinwort reserves 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.
5 Dresdner Kleinwort reserves the right not to accept
offers to subscribe Shares or to accept such offers in part rather
than in whole. The acceptance of offers shall be at the absolute
discretion of Dresdner Kleinwort.
6 The Placing is expected to close at close of business
on 10 August 2006 but may be closed earlier at the sole discretion of
Dresdner Kleinwort. Dresdner Kleinwort may choose to make offers to
subscribe for Placing Shares after the Placing has closed.
7 Dresdner Kleinwort shall be entitled to effect the
Placing by such method as it shall in its sole discretion determine.
To the fullest extent permissible by law, Dresdner Kleinwort shall
have no liability to Placees save for fraud or wilful default (or to
any other person whether acting on behalf of a Placee or otherwise).
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
8 Each Placee's obligations will be owed to the Company
and to Dresdner Kleinwort. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Dresdner
Kleinwort, to pay to Dresdner Kleinwort (or as Dresdner Kleinwort 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. Dresdner Kleinwort will procure the allotment by the
Company of such Placing Shares to each Placee following each Placee's
payment to Dresdner Kleinwort of such amount.
9 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Dresdner Kleinwort under the Placing Agreement are
conditional, inter alia, on:
1 Admission in accordance with the Listing Rules and
the London Stock Exchange Admission and Disclosure Standards on or
before 15 August 2006 or by such later date as Dresdner Kleinwort may
agree, being no later than 8.00 a.m. on 30 September 2006;
2 The Company complying with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
Admission including the delivery, on the day of (and prior to)
Admission, to Dresdner Kleinwort of a certificate confirming, inter
alia, that none of the warranties and undertakings given by the
Company in the Placing Agreement has been breached or is unfulfilled
or was untrue, inaccurate or misleading when made or would be
breached or unfulfilled or be untrue, inaccurate or misleading were
it to be repeated by reference to the facts subsisting on the date of
Admission; and
3 The Company allotting prior to Admission, subject
only to Admission, the Placing Shares.
Dresdner Kleinwort 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 Placing Agreement. Any such extension or waiver
will not affect placees' commitments.
If, (a) the conditions above are not fulfilled or (to the extent
permitted under the Placing Agreement) waived by Dresdner Kleinwort,
or (b) the Placing 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 can be made by a Placee in respect thereof.
By participating in the Placing each Placee agrees that its rights
and obligations in respect of its subscription under the Placing
terminate only in the circumstances described above and under 'Right
to Terminate under the Placing Agreement' below and will not be
capable of rescission or termination by it.
Dresdner Kleinwort reserves the right to waive or to extend the time
and/or date for fulfilment of any of the conditions in the Placing
Agreement where such waiver or extension is permitted under the terms
of the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments. Dresdner Kleinwort 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 Placing Agreement or in
respect of the Placing generally.
Right to terminate under the Placing Agreement
Dresdner Kleinwort has the right to terminate its obligations under
the Placing Agreement at any time prior to Admission if, inter alia:
1 in the opinion of Dresdner Kleinwort, the warranties
given by the Company or Impax Asset Management Limited in the Placing
Agreement are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before Admission); or
2 in the opinion of Dresdner Kleinwort, the Company
fails to comply with any of its obligations under the Placing
Agreement; or
3 in the opinion of Dresdner Kleinwort, there has been
a material adverse change in the financial position or prospects of
the Company; or
4 in the absolute discretion of Dresdner Kleinwort,
there has been a change in national or international financial,
political, economic or stock market conditions (primary or
secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity or
crisis; a suspension or material limitation in trading of securities
generally on any Stock Exchange; any change in currency exchange
rates or exchange controls or a disruption of settlement systems or a
material disruption in commercial banking as would be likely to
prejudice the success of the Placing.
By participating in the Placing each Placee agrees with Dresdner
Kleinwort that the exercise by Dresdner Kleinwort of any right of
termination or other discretion under the Placing Agreement shall be
within the absolute discretion of Dresdner Kleinwort and that
Dresdner Kleinwort need make no reference to any Placee in this
regard and that Dresdner Kleinwort shall have no liability to any
Placee whatsoever (save in the event of fraud or wilful default) in
connection with any such exercise or failure to do so.
Prospectus
The Prospectus has been published in connection with the Placing and
Admission. The Prospectus has been approved by the UK Listing
Authority. Other than the terms and conditions set out in this
announcement, 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
Dresdner Kleinwort and the Company that it has neither received from
Dresdner KIeinwort nor relied on any other information,
representation, warranty or statement made by or on behalf of
Dresdner KIeinwort (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below) or any of its affiliates or the
Company other than the Prospectus and none of Dresdner KIeinwort or
any of its affiliates 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 in the Prospectus.
By participating in the Placing, each Placee acknowledges and agrees,
to Dresdner KIeinwort for itself and as agent 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 following Admission
will take place within the CREST system, using the DVP mechanism,
subject to certain exceptions. Dresdner Kleinwort reserves the right
to require settlement for and delivery of the Placing Shares to
Placees in such other means that it deems 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. Placees will receive any shares placed with them in
uncertificated form by registration to their CREST member account.
Placees to whom Placing Shares are allocated in the Placing will be
sent a trade confirmation, stating the Placing Price, the aggregate
amount owed by such Placee to Dresdner Kleinwort and settlement
instructions. Placees should settle against CREST ID: 318. It is
expected that such trade confirmation will be despatched on 10 August
2006 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
Dresdner Kleinwort.
Settlement will, unless otherwise agreed, be on a T+3 basis (being 3
days after the date on which trade confirmations are despatched) and
will be required to be made within CREST. It is expected that
settlement will take place on 15 August 2006.
Time shall be of the essence as regards the obligations of placees to
settle payment for the Placing Shares and to comply with their
obligations under this Appendix. Interest is chargeable daily on
payments to the extent that value is received after the due date at
rate of 2.0 per cent. per annum above Barclays Bank plc's base rate.
If a Placee does not settle payment when due, Dresdner Kleinwort may
(as agent for such Placee) sell the Placing Shares allocated to such
Placee and retain from the proceeds an amount equal to the Placing
Price payable plus any interest due. The relevant Placee will,
however, remain liable, inter alia, for any shortfall below the
Placing Price and it may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares.
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, UK stamp duty or stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or
SDRT is payable in respect of the issue of the Placing Shares (as the
case may be), neither Dresdner Kleinwort 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):
(i) represents and warrants it has not received and
no reliance is placed on any information given or representations,
warranties or statements made by Dresdner Kleinwort or the Company or
any other person in relation to the Company, the Placing or in
relation to the Placing Shares other than that contained in the
Prospectus or this document or any information previously published
by or on behalf of the Company by notification to a Regulatory
Information Service (as defined in the Listing Rules) such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that neither Dresdner
Kleinwort nor the Company or any of their respective affiliates will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement, and 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 and that none of
the Company, its Directors and Dresdner Kleinwort or any person
acting on behalf of them shall have any liability for any such
information or representation, provided that nothing in this
paragraph shall exclude the liability of any person for any
fraudulent misrepresentation made by that person;
(ii) represents and warrants that it has read the
Prospectus and this document in its entirety and acknowledges that
its participation in the Placing will be governed by the terms of the
Prospectus and this document;
(iii) represents and warrants that it is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and it has observed the laws of all
requisite territories, obtained any requisite governmental or
national consents, complied with all relevant formalities and paid
any issue, transfer or other taxes due in connection with its
participation in any territory and that it has not taken any action
which will or may result in the Company or Dresdner Kleinwort being
in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;
(iv) represents and warrants that it is, or at the time
the Placing Shares are subscribed for will be, the beneficial owner
of such Placing Shares and is not a resident of Canada, Japan, the
Republic of South Africa or Australia and acknowledges that the
Placing Shares have not been and will not be registered be cleared in
respect of the Placing Shares under the securities legislation of
Australia, Canada or Japan and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those jurisdictions;
(v) represents and warrants if it is in the UK, the
Placee 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 Anti-terrorism, Crime and
Security Act 2001, the Terrorism Act 2000and the Money Laundering
Regulations 2003 (the "Regulations") and, if it is making a payment
on behalf of a third party, the Placee is an authorised institution
bound by such regulations and satisfactory evidence has been obtained
and recorded by the Placee to identify the identity of such third
party as required by such Regulations;
(vi) 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 Financial
Services and Markets Act 2000 ("FSMA") relating to the Placing Shares
in circumstances in which Section 21(1) of FSMA does not require
approval of the communication by an authorised person;
(vii) represents and warrants that it has complied and
will comply with all applicable provisions of FSMA with respect to
anything done by the Placee in relation to the Placing Shares in,
from or otherwise involving the United Kingdom;
(viii) acknowledges that it irrevocably appoints any
director of Dresdner Kleinwort 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;
(ix) acknowledges that by subscribing for the Placing
Shares in the Placing, it agrees that the waiver by Dresdner
Kleinwort of any condition of the Placing Agreement or the extension
of the time for fulfilment of any of its conditions or the exercise
or otherwise of the right to terminate the Placing Agreement shall be
within Dresdner Kleinwort's absolute discretion and that neither
Dresdner Kleinwort nor the Company shall have any liability to any
Placee whatsoever in connection with any decision to waive such
condition or extend the time for satisfaction of any condition or the
decision as to the exercise or otherwise the right to terminate the
Placing Agreement;
(x) represents and warrants that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to give its commitment to this participation 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 document) and will honour such obligations;
(xi) undertakes that (a) the person whom it specifies
for registration as holder of the Placing Shares will be (i) the
Placee or (ii) a nominee of the Placee, as the case may be, (b)
neither Dresdner Kleinwort 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) each Placee and any
person acting on behalf of the Placee agrees to subscribe on the
basis that the Placing will be allotted to the CREST stock account of
Dresdner Kleinwort who will hold them as settlement agent as nominee
on behalf of the Placee 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;
(xii) acknowledges that Dresdner Kleinwort is not making
any recommendation to it or advising it regarding the suitability or
merits of participation in the Placing or any transaction it may
enter into in connection with the Placing or otherwise. In addition,
Dresdner Kleinwort is not acting for the Placee, nor will be
responsible to the Placee for providing the protections afforded to
their customers or for advising it on the Placing or the Prospectus;
(xiii) acknowledges that the Placing Shares will be issued
subject to the terms and conditions of this Appendix and otherwise as
stated in the Prospectus;
(xiv) acknowledges that the C shares of the Company with a
nominal value of 100 pence each are listed on the Official List of
the UKLA, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the UKLA (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 it is able to obtain or access the Exchange Information without
undue difficulty;
(xv) acknowledges that it has not relied on any
information relating to the Company contained in any research reports
prepared by Dresdner Kleinwort, any of its respective Affiliates or
any person acting on Dresdner Kleinwort's or its Affiliates' behalf
and understands that (i) none of Dresdner Kleinwort, nor any of its
respective Affiliates nor any person acting on Dresdner Kleinwort's
or its Affiliates' behalf has or shall have any liability for public
information or any representation; (ii) none of Dresdner Kleinwort,
nor any of its respective Affiliates nor any person acting on
Dresdner Kleinwort's or its Affiliates' 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 Dresdner
Kleinwort, nor any of its respective Affiliates nor any person acting
on Dresdner Kleinwort's or its Affiliates' 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;
(xvi) acknowledges that neither Dresdner Kleinwort nor any
person acting on its behalf or any of its 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;
(xvii) 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;
(xviii) 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;
(xix) unless it 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 for 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 acting on a non-discretionary
basis for a person in the United States, (b) is 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;
(xx) represents and warrants that it has not engaged and
will not engage in any directed selling efforts (as defined in
Regulation S), in any "general solicitation" or "general advertising"
(within the meaning of Rule 502(c) under the Securities Act), in each
case in connection with any offer or sale of the Placing Shares in
the United States and has not solicited and will not solicit
subscribers in any manner involving a "public offering" within the
meaning of Section 4(2) of the Securities Act;
(xxi) 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 section 86(7) of FSMA, being persons falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
(xxii) 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;
(xxiii) 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;
(xxiv) undertakes that it will pay for the Placing Shares
acquired by it in accordance with this announcement 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 Dresdner Kleinwort may, in its absolute
discretion, determine;
(xxv) 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 Dresdner Kleinwort will be responsible. If this is the
case, the Placee should take its own advice and notify Dresdner
Kleinwort accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to
acquire any Placing Shares;
(xxvi) acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Dresdner Kleinwort, any money
held in an account with Dresdner Kleinwort 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
Dresdner Kleinwort's money in accordance with the client money rules
and will be used by Dresdner Kleinwort in the course of its business;
and the Placee will rank only as a general creditor of Dresdner
Kleinwort;
(xxvii) acknowledges that Dresdner Kleinwort may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person to
do so;
(xxviii) acknowledges and understands that the Company, Impax
Asset Management Limited, Dresdner Kleinwort and others will rely
upon the truth and accuracy of the foregoing representations,
warranties and acknowledgements;
(xxix) 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 US 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; and
(xxx) acknowledges that this Appendix and all documents and
agreements into which this Appendix is incorporated by reference or
otherwise validly forms a part will be governed by and construed in
accordance with English law 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.
This document has been issued by and is the sole responsibility of
the Company and has been approved solely for the purposes of section
21 of the Financial Services and Markets Act 2000 by Dresdner
Kleinwort, which is regulated in the UK by the Financial Services
Authority.
The acknowledgements, undertakings, representations and warranties
referred to above are given to each of the Company and Dresdner
Kleinwort (for their own benefit and, where relevant, the benefit of
their respective affiliates) 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 UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Dresdner Kleinwort
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 Dresdner Kleinwort in the event that
any of the Company and/or Dresdner Kleinwort has incurred any such
liability to UK 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
for any Placing Shares or the agreement by them to acquire any
Placing Shares.
Dresdner Kleinwort Wasserstein Securities Limited, which is
authorised and regulated by the Financial Services Authority, is
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 the customers of Dresdner
Kleinwort Wasserstein Securities Limited or for affording advice in
relation to the Placing, or any other matters referred to herein.
All times and dates in this document may be subject to amendment.
Dresdner Kleinwort shall notify the Placees and any person acting on
behalf of the Placees of any changes.
This document has been prepared solely to provide information about
the Placing and it does not constitute, or form part of, any offer or
invitation to purchase, underwrite or otherwise acquire Placing
Shares being offered, or the solicitation of any such offer. Without
limiting the foregoing statement, this document does not constitute
an offer of securities for sale in the United States nor the
solicitation of an offer to buy any such securities, nor may
securities be offered or sold in the United States absent
registration or an exemption from registration as provided in the
Securities Act and the rules and regulations thereunder. The Company
does not intend to register the Placing Shares under the Securities
Act.