Issue of Equity
Prodesse Investment Limited
27 March 2007
Not for release, publication or distribution in, or into, the United States,
Australia, Canada or Japan
27 March 2007
Prodesse Investment Limited
PLACING OF UP TO 2.54 MILLION NEW ORDINARY SHARES
Prodesse Investment Limited ('Prodesse' or the 'Company') today announces it is placing up to 2.54 million new ordinary
shares (the 'Placing') representing up to approximately 9.9 per cent of Prodesse's issued ordinary share capital
immediately prior to the Placing
Net Asset Value
The unaudited Net Asset Value per Ordinary Share, including accrued and net undistributed income, as at 26 March 2007
was $8.20.
Use of proceeds
The net proceeds of the Placing will be used to invest in further U.S. agency mortgage backed securities in accordance
with the Company's investment policy.
Enquiries:
Prodesse Investment Limited:
John Hallam Chairman +44 (0)1481 250879
Fixed Income Discount Advisory Company
Ronald Kazel Director +1 212 696 0100
Merrill Lynch International
Rupert Hume Kendall +44 (0)20 7996 1000
Andrew Tusa +44 (0)20 7996 1000
Mark Gwynne +44 (0)20 7995 3700
Details of the Placing
Prodesse intends to place up to 2.54 million new ordinary shares, representing up to approximately 9.9 per cent of
Prodesse's issued ordinary share capital immediately prior to the Placing, with institutional and other investors (the
'Placing Shares'). The Placing is being conducted, subject to the satisfaction of certain conditions, through an
accelerated book-building process to be carried out by Merrill Lynch International ('Merrill Lynch' or the 'Manager').
The books will open with immediate effect. The timing of the closing of the books, pricing and allocations is at the
discretion of Prodesse and Merrill Lynch although the book-building is expected to close not later than 4.30 pm (London
time) today. However, Merrill Lynch may accept further bids after initial allocations have been made on the basis
explained in Appendix One. The number of Placing Shares and the price at which the Placing Shares are to be placed (the
'Placing Price') will be agreed by Prodesse with Merrill Lynch at the close of the book-building process. Details of the
Placing Price will be announced as soon as practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company's existing ordinary
shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares. The Company will apply for admission of the Placing Shares to
the Official List of the Financial Services Authority and to listing on the London Stock Exchange's market for listed
securities ('Admission'). It is expected that Admission will take place and that trading will commence on 30 March 2007.
Application will also be made for the Placing Shares to be admitted to trading on the Channel Islands Stock Exchange,
LBG.
Settlement of the Placing Shares will be on a T + 3 basis and is expected to occur on 30 March 2007.
Appendix One to this announcement (which forms part of this announcement) sets out the terms and conditions of the
Placing.
General
Merrill Lynch is acting for the Company and no-one else in relation to the Placing and will not be responsible to any
person other than the Company for providing the protections afforded to clients of Merrill Lynch or for providing advice
in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or
matter referred to herein.
This announcement is for information purposes only and does not constitute an offer to issue or sell, or the
solicitation of an offer to acquire or buy, any securities to any person in any jurisdiction. In particular, this
announcement does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, buy or subscribe
for, any securities in the United States, Canada, Australia or Japan.
The Placing Shares have not been, nor will they be, registered under the Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing shares will be made in the United States. The
Placing Shares are being offered and sold only outside the United States to persons who are not U.S. persons as defined
in and in accordance with Regulation S under the Securities Act ('U.S. Persons'). The Company has not been and will not
be registered under the Investment Company Act and investors will not be entitled to the benefits of such registration.
Certain statements made in this announcement are forward looking statements. Such forward looking statements are based
on current expectations and numerous assumptions regarding the Company's present and future business strategies and the
environments in which the Company will operate in the future. Such assumptions may or may not prove to be correct and
actual results and performance could differ materially from any expected further results or performances, express or
implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially
from actual results include, among other things, changes in global, political, economic, business, competitive, market
and regulatory forces, future exchange and interest rates and future business combinations or disposals. The Company
expressly disclaims and assumes no responsibility to update or revise any of the forward looking statements contained in
this announcement to reflect any change in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast or
dividend forecast and no statement in this announcement should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily match or exceed the historical published earnings
per share of the Company.
APPENDIX ONE
TERMS AND CONDITIONS
Important information on the Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE
2003/71/EC (THE 'PROSPECTUS DIRECTIVE') AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) ('INVESTMENT
PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
'ORDER') OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX 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 OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PRODESSE.
This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of
the European Economic Area ('EEA') who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) if and to the extent implemented in that member state ('Qualified Investors').
By participating in the bookbuilding procedure (the 'Bookbuilding') and the Placing, Placees will be deemed to have read
and understood this Appendix One in its entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements and
undertakings contained herein.
In particular each such Placee represents, warrants and acknowledges that it:
1. is a Relevant Person 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 a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a
'Relevant Member State') who acquires any Placing Shares pursuant to the Placing:
(i) it is a Qualified Investor; and
(ii) 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, that the Placing Shares to be acquired by it have not been acquired on a non-discretionary
basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which
may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to
Qualified Investors as so defined or in circumstances in which the prior consent of the Company has been obtained to
each such proposed offer or resale.
3. is not a U.S. Person and is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for
an account of a non-U.S. Person with respect to which it exercises sole investment discretion and that it (and any such
account) is outside the United States or it is a dealer or other professional fiduciary in the United States acting in
reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person.
This announcement (including this Appendix One) does not constitute an offer to issue or sell or the solicitation of an
offer to acquire, buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United
Kingdom, South Africa, the United States, Canada, Australia or Japan. This announcement and the information contained
herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada,
Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful.
The distribution of this announcement and 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, the Manager, or any of their respective Affiliates, that
would permit an offer of the Placing Shares or possession or distribution of this announcement 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 the Manager to inform themselves
about and to observe any such restrictions.
In this Appendix, unless the context otherwise requires, the 'Company' means Prodesse Investment Limited and 'Placee'
includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has
been given.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the Financial Services
Authority ('FSA') in relation to the Placing and the Placees' commitments will be made solely on the basis of the
information contained in this announcement and the Pricing Announcement. Each Placee, by participating in the Placing,
agrees that it has neither received nor relied on any other information, representation, warranty or statement made by
or on behalf of either the Manager or by or on behalf of the Company and none of the Manager, the Company nor any person
acting on such person's behalf nor any of their Affiliates has or shall have any liability for any Placee's decision to
accept this invitation to participate in the Placing based on any other information, representation, warranty or
statement. 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.
Details of the Placing Agreement and the Placing Shares
Merrill Lynch has entered into a placing agreement (the 'Placing Agreement') with the Company and Fixed Income Discount
Advisory Company ('FIDAC') under which Merrill Lynch has undertaken, on the terms and subject to the conditions set out
in the Placing Agreement, to use its reasonable endeavours as agent of the Company to procure Placees for the Placing
Shares.
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 of US$0.01 per share in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the
Placing Shares.
Application for admission to listing and trading
Application will be made to the FSA for admission of the Placing Shares to the official list maintained by the FSA (the
'Official List') and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock
Exchange's market for listed securities (together 'Admission'). Application will also be made for the Placing Shares to
be admitted to trading on the Channel Islands Stock Exchange, LBG.
Bookbuilding
The Manager will today commence the Bookbuilding to determine demand for participation in the Placing by Placees. This
Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Manager and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding as
they may, in their sole discretion, determine.
Principal terms of the Bookbuilding and Placing
1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate
by the Manager.
2. The Bookbuilding will establish a single price (the 'Placing Price') payable to the Manager by all Placees whose
bids are successful. The Placing Price will be agreed between the Manager, the Company and FIDAC following completion of
the Bookbuilding and any discount to the market price of the Ordinary Shares of the Company will be determined in
accordance with the Listing Rules. The Placing Price will be announced (the 'Pricing Announcement') on a Regulatory
Information Service following the completion of the Bookbuilding.
3. To bid in the Bookbuilding, Placees should communicate their bid by telephone to their usual sales contact at
Merrill Lynch. Each bid should state the number of Placing Shares in the Company which a prospective Placee wishes to
acquire at either the Placing Price which is ultimately established by the Company, FIDAC and the Manager or at prices
up to a price limit specified in its bid. Bids may be scaled down by the Manager on the basis referred to in paragraph 7
below. Merrill Lynch is arranging the Placing as agent of the Company.
4. The Bookbuilding is expected to close no later than 4.30 p.m. on 27 March 2007 but may be closed earlier at the sole
discretion of the Manager. The Manager may, in agreement with the Company, accept bids that are received after the
Bookbuilding has closed.
5. Allocations will be confirmed orally by the Manager as soon as practicable following the close of the Bookbuilding.
The Manager's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned,
in favour of the Manager and the Company, under which it agrees to acquire the number of Placing Shares allocated to it
on the terms and subject to the conditions set out in this Appendix One and the Company's memorandum and articles of
association.
6. The Company will make a further announcement following the close of the Bookbuilding detailing the number of Placing
Shares to be issued and the Placing Price.
7. Subject to paragraphs 4 and 6 above, the Manager may choose to accept bids, either in whole or in part, on the basis
of allocations determined at its discretion (in agreement with the Company and FIDAC) and may scale down any bids for
this purpose on such basis as they may determine. The Manager may also, notwithstanding paragraphs 4 to 6 above, subject
to the prior consent of the Company (a) allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding has closed to any person
submitting a bid after that time.
8. A bid in the Bookbuilding will be made on the terms and subject to the conditions in this Appendix One and will be
legally binding on the Placee on behalf of which it is made and except with the Manager's and the Company's consent will
not be capable of variation or revocation after the time at which it submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Manager, to pay to it (or as it may direct) in cleared funds
an amount equal to the product of the Placing Price and the amount of Placing Shares such Placee has agreed to acquire.
Each Placee's obligations will be owed to the Company and to the Manager.
9. Except as required by law or regulation, no press release or other announcement will be made by the Manager 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.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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'.
11. All obligations under the Bookbuilding and 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
'Termination of the Placing'.
12. By participating in the Bookbuilding 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.
13. To the fullest extent permissible by law, neither the Manager nor any of its Affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Manager
nor any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties)
in respect of the Manager's conduct of the Bookbuilding or of such alternative method of effecting the Placing as the
Manager and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation
which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by
them to the Manager. Each Placee will be deemed to agree 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 they
have in place with the Manager.
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Settlement
through CREST will be on a T + 3 basis unless otherwise notified by the Manager and is expected to occur on 30 March
2007. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Manager may
agree that the Placing Shares should be issued in certificated form. The Manager reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above,
in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR.
If Placees do not comply with their obligations the Manager may sell their Placing Shares on their behalf and retain
from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each share sold plus any
interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares
on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to the relevant person within that organisation.
Conditions of the Placing
The Placing is conditional upon the Placement Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The obligations of the Manager under the Placing Agreement are, and the Placing is, conditional on, inter alia:
(a) Admission occurring by not later than 8 am (London time) on 30 March 2007 (or such later time and/or date as the
Manager may agree);
(b) the warranties given by the Company and FIDAC in the Placing Agreement being true and accurate and not misleading
in any respect on and as of the date of the Placing Agreement and at any time prior to Admission; and
(c) the Company having complied with all of the agreements and undertakings and satisfied or performed all of the
conditions and obligations on its part to be performed or satisfied under the Placing Agreement which are required to be
performed or satisfied on or prior to Admission.
The Placing is not conditional on the Placing Shares being admitted to trading on the Channel Islands Stock Exchange,
LBG.
If the conditions in the Placing Agreement are not satisfied or, where permitted, waived in accordance with the Placing
Agreement within the stated time periods (or such later time and/or date as the Company and the Manager may agree), or
the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of
the Placee (or any person on whose behalf the Placee is acting) against the Company, the Manager or any of their
respective Affiliates or any other person in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate
only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of
rescission or termination by it.
The Manager may waive compliance by the Company, or extend the time and/ or date for fulfilment 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
certain conditions including the condition relating to Admission referred to in paragraph (a) above may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out in this Appendix One.
Neither Merrill Lynch nor any of its Affiliates 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 any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally.
Termination of the Placing
The Manager may, at its absolute discretion, by notice in writing to the Company, terminate the Placing Agreement at any
time prior to Admission if, inter alia:
(a) there shall have come to the notice of Merrill Lynch any breach of, or any event that in the judgement of the
Manager renders untrue or incorrect in any respect, any of the warranties and representations contained in the Placing
Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement in each case which
the Manager reasonably considers material in the context of the Placing; or
(b) either in the opinion of the Manager there has been, or Merrill Lynch has become aware of, or there has been made
public, a material adverse change or any development reasonably likely to involve a material adverse change in the
condition (financial, operational, legal or otherwise) or in the earnings, business affairs, solvency or prospects of
the Company whether or not arising in the ordinary course of business since the date of the Placing Agreement; or
(c) there has occurred (i) any material adverse change in the financial markets in the United States, the United
Kingdom, or member states of the European Union or in the international financial markets, (ii) any outbreak or
escalation of hostilities, act of terrorism or other calamity or crisis or (ii) any change or development involving a
prospective change in national or international political, financial or economic conditions, or currency exchange rates,
in each case the effect of which is such as to make it, in the judgement of the Manager, impracticable or inadvisable to
market the Placing Shares or to enforce contracts for the sale of the Placing Shares.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in
respect of the Placing as described in this announcement (including this Appendix) shall cease and terminate at such
time and no claim can be made by any Placee against the Company, the Manager or any of their respective Affiliates or
any other person in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Manager that the exercise by the Company or
the Manager of any right of termination or any other right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Manager (as the case may be) and that neither the Company nor the
Manager need make any reference to such Placee and that neither the Company, the Manager nor any of their respective
Affiliates shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances
described above and will not be capable of rescission or termination by it after oral confirmation by the Manager
following the close of the Bookbuilding.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges and agrees that:
1. it has read this announcement (including this Appendix) in its entirety and that its purchase of the Placing Shares
is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no
prospectus or other offering document has been prepared in connection with the Placing;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing, (ii) neither the
Manager, its Affiliates or FIDAC or the Company has made any representation to it, express or implied, with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this announcement, the
Pricing Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the
Company prior to the date of this announcement (the 'Publicly Available Information') and (iii) it has made its own
investigation of the business, financial and other position of the Company and the terms of the Placing, satisfied
itself that the information is still current and relied on that investigation for the purposes of its decision to
participate in the Placing;
4. the content of this announcement is exclusively the responsibility of the Company and that neither the Manager nor
any person acting on its behalf is responsible for or has or shall have any liability for any information or
representation relating to the Company contained in this announcement or otherwise nor will be liable for any Placee's
decision to participate in the Placing based on any information, representation, warranty or statement contained in this
announcement or otherwise. Nothing in this Appendix One shall exclude any liability of any person for fraudulent
misrepresentation;
5. it is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada or Japan, and
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares, is
able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares and represents and warrants that it is acquiring the Placing Shares for its own
account or for one or more accounts as to each of which it exercises sole investment discretion, for investment purposes
and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part,
in the United States;
6. it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United
States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole
investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance
upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person;
7. the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be
cleared in respect of any of the Placing Shares under the securities laws of the United States, 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 the United States, Australia, Canada or Japan;
8. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions;
(ii) has fully observed such laws;
(iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing
Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting
on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this
Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation
thereto;
9. the Placing Shares have not and will not be registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act;
10. a purchase of Placing Shares by an employee benefit plan subject to the US Employee Retirement Income Security Act
of 1974 ('ERISA') or a plan subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the 'Code'), or
by any entity whose assets are treated as assets of any such plan, could result in severe penalties or other liabilities
for the Company; and it represents, warrants and agrees that it is not (i) an employee benefit plan as described in
Section 3(3) of ERISA and subject to ERISA, (ii) a plan subject to Section 4975 of the Code, (iii) a governmental plan
or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of
Section 406 of ERISA or Section 4975 of the Code or (iv) an entity whose assets are treated as assets of any such plan
(the entities referred to in (i)-(iv), being referred to as ERISA- Entities);
11. it will not engage in hedging transactions with regard to the Placing Shares unless in compliance with the
Securities Act;
12. it acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and
warrants that it is authorised in writing by each managed account to acquire the Placing Shares for each managed
account;
13. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with
applicable laws and regulations;
14. no representation has been made as to the availability of any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
15. participation in the Placing is on the basis that it is not and will not be a client of the Manager and that the
Manager has no duties or responsibilities to a Placee for providing protections afforded to their respective clients or
for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement;
16. it will make payment to the Manager in accordance with the terms and conditions of this announcement on the due
times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others on
such terms as the Manager determines;
17. the person who 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. The Manager and the Company will not be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing
Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the
Manager who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
18. it and any person acting on its behalf falls within Article 19(5) and/or 49 (2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
19. 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 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 (the 'FSMA');
20. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of section of the FSMA) relating to
Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
21. it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it
or on its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
22. 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, and the Money Laundering Regulations 2003 of the UK and The Criminal Justice
(Proceeds of Crime)(Bailiwick of Guernsey) Law, 1999 and The Money Laundering (Disclosure of Information)(Guernsey) Law
1995 of Guernsey (together 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;
23. if it is resident in South Africa, it is acting as a principal in respect of the Placing for an aggregate
subscription price of more than Rand 100,000;
24. if it is resident in South Africa, it has obtained the necessary approvals from the South African Reserve Bank in
order to participate in the Placing or is entitled to make use of an exemption to the South African Exchange Control
Regulations and accordingly is permitted to participate in the Placing;
25. the Company, the Manager and others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements;
26. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
27. this Appendix and all documents 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. All agreements to acquire shares pursuant to the
Bookbuilding and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction
in relation thereto except that proceedings may be taken by the Company or the Manager 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.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and
hold the Company and the Manager 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.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are
contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in
question. 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 and Guernsey 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.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Manager
for itself and on behalf of the Company and are irrevocable.
The Manager is acting exclusively for the Company and no one else in connection with the Bookbuilding and the Placing
and the Manager will not be responsible to anyone (including Placees) other than the Company for providing the
protections afforded to their respective clients or for providing advice in relation to the Bookbuilding or the Placing
or any other matters referred to in this press announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that the Manager does not owe 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 Manager 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.
When a Placee or any person acting on behalf of the Placee is dealing with the Manager, any money held in an account
with the Manager 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 Financial Services Authority which therefore will
not require the Manager to segregate such money, as that money will be held by it under a banking relationship and not
as trustee.
Past performance is no guide to future performance and persons needing advice should consult an independent financial
adviser.
All times and dates in this announcement may be subject to amendment. The Manager will notify Placees and any persons
acting on behalf of the Placees of any changes.
DEFINITIONS
In this announcement:
'Admission' means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to
trading on the London Stock Exchange's main market for listed securities;
'Affiliate' means (except as otherwise provided in the Placing Agreement) in respect of Merrill Lynch, its respective
subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies,
branches, associated companies and subsidiaries;
'Bookbuilding' means the Bookbuilding procedure to be carried out by the Manager in connection with the Placing;
'Board' means the board of directors of the Company or a duly authorised committee thereof;
'Directors' means all the directors of the Company;
'FSA' means the Financial Services Authority;
'FSMA' means the Financial Services and Markets Act 2000, as amended;
'Investment Company Act' means the United States Investment Company Act of 1940, as amended;
'London Stock Exchange' means London Stock Exchange plc;
'Prodesse' or the 'Company' means Prodesse Investment Limited;
'Listing Rules' means the listing rules made by the UKLA, as from time to time amended;
'Manager' means Merrill Lynch International;
'Official List' means the list maintained by the UKLA;
'Ordinary Shares' means ordinary shares of US$0.01 each in the capital of the Company;
'Placees' means persons (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares
has been given and Placee means any one of them;
'Placing' means the placing of the Placing Shares by the Manager with institutional and other investors on behalf of the
Company;
'Placing Agreement' means the agreement dated 26 March 2007 between the Company and Merrill Lynch International in
connection with the Placing;
'Placing Price' means the price per Ordinary Share at which the Placing Shares are to be placed with Placees;
'Placing Shares' means the new Ordinary Shares which are to be issued in connection with the Placing;
'Regulatory Information Service' means any of the regulatory information services included within the list maintained on
the London Stock Exchange's website;
'Securities Act' means the United States Securities Act of 1933, as amended;
'Shareholders' means the holders of Ordinary Shares;
'UKLA' means the FSA in its capacity as United Kingdom Listing Authority;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and
'United States or U.S.' means the United States of America, its territories and possessions, any State of the United
States and the District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange