Issue of Equity
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE
INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL
CRYSTAL AMBER FUND LIMITED
26 July 2013
Placing of New Ordinary Shares
Proposals to amend the Articles in respect of continuation votes and proposals
to amend the Company's investment strategy and investment restrictions
Further to the announcement of the 23 April 2013 the Board of Directors (the
"Board") of Crystal Amber Fund Limited (the "Company") is pleased to announce
that the Company is undertaking a placing of new Ordinary Shares in the capital
of the Company (the "Placing Shares") to qualified investors through its
corporate broker, Numis Securities Limited ("Numis"), (the "Placing"). The
Company has already received firm commitments from certain Shareholders and new
investors to subscribe, based on the Company's latest published NAV, for
Placing Shares with minimum gross proceeds of £22.2 million.
The Placing is being made on the terms set out in this announcement and is
expected to close at 4.30 p.m. (London time) today, 26 July 2013, but may close
earlier at the absolute discretion of the Company and Numis. The Placing Price
per Placing Share will be at a 3.0 per cent. premium to the NAV as at 8 August
2013. Qualified investors may apply to participate in the Placing by contacting
Numis on the contact details below. The decision to allot Placing Shares to any
qualified investor shall be at the absolute discretion of the Company and
Numis.
The Company expects to make a further announcement of the results of the
Placing on 26 July 2013, following which it expects to also publish a circular
to seek Shareholder approval (i) to implement the Placing, (ii) to amend the
Articles in respect of the timing and frequency of meetings convened to vote
upon the continuation of the Company, and (iii) to amend the Company's
investment strategy and investment restrictions (the "Circular"). The Board
also proposes to amend the management fee and performance fee of the Manager.
The Placing
The Company announced on 23 April 2013 that it was considering a secondary
issue of shares. In recent weeks the Company and its agents have been actively
marketing such a placing and following such marketing, the Company announces
that it is now undertaking a conditional placing of new Ordinary Shares.
In accordance with the statements made in the admission document published by
the Company on 16 June 2008, as the number of new Ordinary Shares to be issued
under the Placing may be in excess of 30 per cent. of the Company's issued
share capital and as the Placing will be on a non-pre-emptive basis, the Board
intends to seek the approval of Shareholders. Approval is intended to be sought
in the form of a special resolution to be proposed at an Extraordinary General
Meeting expected to be held by the end of August 2013 (the "EGM").
The Placing Shares will be issued at the Placing Price which will be calculated
as at the Calculation Date by reference to the NAV per Share on that date plus
a premium of 3.0 per cent. The premium at which the Placing Price has been set
is intended to cover the expected costs of the Placing and therefore to ensure
that there is no dilution to the NAV per Share as a result of the Placing.
As at 30 June 2013, the NAV per Ordinary Share was 133.1 pence and as at 24
July 2013 the Company had 55,433,000 Ordinary Shares in issue (excluding
Ordinary Shares held in treasury). Assuming an illustrative Placing Price of
137.0 pence, the Placing if subscribed to the extent of the current firm
commitments would result in the allotment of approximately 16.2 million
Ordinary Shares, an enlargement of approximately 29.2 per cent. of the
Company's issued share capital (excluding Ordinary Shares held in treasury).
Background to and reasons for the Placing
The Board's decision to implement the Placing can be seen against the
background of the recent performance of the Company. The Company delivered a
35.3 per cent. increase in audited NAV per Ordinary Share and a 35.4 per cent.
increase in the Ordinary Share price from 1 January 2012 to 31 December 2012.
The unaudited NAV per Ordinary Share increased by 10.8 per cent. in the
subsequent period from 1 January 2013 to 30 June 2013 and the Share price
increased by 19.6 per cent. over the same period.
Since the date of the Company's initial public offering in 2008 to 30 June
2013, the unaudited NAV per Share has grown by 39.8 per cent and the NAV total
return over the same period was 40.9 per cent. The Board and Crystal Amber
Advisers (UK) LLP (the "Investment Adviser") and Crystal Amber Management
(Guernsey) Limited (the "Manager") (the Investment Adviser and the Manager
together being the "Advisers") believe that the Company is appropriately
positioned to continue to deliver good returns to Shareholders and, further,
the increase in the size of the Company following the Placing affords the
potential to enhance such returns for the reasons set out below.
Facilitate investments in larger companies
The Board and the Advisers consider that the implementation of the Company's
activist investment strategy may be enhanced by increasing the Company's
exposure to, and the range of investments in, companies with market
capitalisations in the £250 million to £500 million range, which is higher than
the market capitalisation of companies generally invested in by the Company to
date.
Shares in companies with a market capitalisation in the £250 million to £500
million range are typically more liquid than the shares in companies with
smaller market capitalisations. The Board and the Advisers expect that
targeting such larger companies will better enable the Company to take
positions in the companies in which they perceive the best investment
opportunities exist and to realise investments at the most opportune time.
The Investment Adviser's experience is that an additional benefit of investing
in larger companies is that their management may respond more constructively to
investors seeking to actively engage in the development of value creation
strategies.
Costs
The Board and the Advisers believe that the increase in the size of the Company
that would result from the Placing should reduce the ongoing charges ratio, as
a result of the spreading of the Company's fixed costs over a larger asset
base. Following the implementation of the Proposals, it is estimated that the
forecast Ongoing Charges Ratio for the 12 months to 30 June 2014 will reduce to
2.35 per cent., compared to 2.54 per cent. for same period if the Proposals did
not proceed. The forecast Ongoing Charges Ratio following the implementation
of the Proposals is based on the assumptions that the Company will raise gross
proceeds of £22.2 million pursuant to the Placing and that the Share price will
equal the NAV per Share over the 12 months to 30 June 2014.
Use of proceeds
The Board and the Manager believe that significant market opportunities exist
to invest the proceeds of the Placing in accordance with the Company's
strategy. The Board and the Manager currently expect, based on prevailing
market conditions, that the net proceeds of the Placing will be substantially
committed within six months following the completion of the Placing. However,
there can be no guarantee that the net proceeds will be so invested within that
time frame.
Discount management
During 2013 the Board has implemented an active discount management policy
through the repurchase of Shares in the market at prices representing discounts
to the prevailing NAV per Ordinary Share. During the period from 1 January 2013
to 24 July 2013, the Company purchased 3,712,000 Ordinary Shares at an average
discount to NAV per Ordinary Share of 5.2 per cent. These Ordinary Shares are
held in treasury. During the period 31 December 2012 to 30 June 2013 the
discount of the Ordinary Share price to the NAV per Ordinary Share narrowed
from 6.1 per cent. to 0.4 per cent.
It is the Directors' intention, following the Placing, to continue to purchase
Ordinary Shares in the market in certain circumstances and subject to legal and
regulatory considerations. If any purchases are made pursuant to this policy
they will not be funded from the proceeds of the Placing but by the proceeds
arising on any realisation of a portfolio investment (including, for the
avoidance of doubt, proceeds arising on any realisation of a portfolio
investment that was initially made using any of the proceeds of the Placing).
Current investment outlook
Despite continued stimulatory efforts by central banks, the sustainability of
economic recovery appears uncertain. The Directors and Advisers consider,
however, that the Company is well positioned given the relatively defensive
nature of its portfolio. In their view, the Company's focus on special
situation holdings makes the Company less dependent upon macroeconomic recovery
and more upon a combination of self-help and an active engagement strategy.
Amendment to the Articles in respect of the timing and frequency of
continuation votes
The Company's Articles of Incorporation (the "Articles") currently provide that
the Company's first continuation vote (whereby Shareholders are asked to vote,
by way of extraordinary resolution, that the Company cease to continue as
constituted) shall take place at the Company's annual general meeting to be
held following the eighth anniversary of the Company's launch (expected to take
place in 2016) and then at every fifth annual general meeting thereafter.
The Board proposes that the Articles be amended to provide that the Company's
first continuation vote (whereby Shareholders are asked to vote that the
Company cease to continue as constituted) shall take place at the Company's
annual general meeting to be held following the seventh anniversary of the
Company's launch (expected to take place in 2015) and then at every second
annual general meeting thereafter up to (but not including) the annual general
meeting to be held following the thirteenth anniversary of the Company's launch
(expected to take place in 2021). At the Company's annual general meeting to be
held following the thirteenth anniversary of the Company's launch and then at
every second annual general meeting thereafter a continuation vote shall take
place whereby Shareholders will be asked to vote, by way of extraordinary
resolution, that the Company continue as constituted. The reason for this
proposed amendment to the Articles is that the Directors believe that the
Shareholders should be given an earlier and more frequent opportunity to decide
on the continuation of the Company in its current form and that from 2021 the
presumption should be to wind up the Company, subject to the affirmative vote
of Shareholders that the Company may continue in its current form.
The amendment to the Articles in respect of the timing and frequency of
continuation votes is subject to shareholder approval by way of a special
resolution at the EGM and is also conditional on the passing of the resolutions
approving the Placing at the EGM.
Amendments to the Company's investment strategy and investment restrictions
The Company proposes to make certain relatively limited amendments to its
investment strategy and investment restrictions.
The Company's current investment strategy provides inter alia that where it
considers it to be appropriate the Company may (i) utilise leverage for the
purpose of investment and enhancing returns to Shareholders and/or (ii) enter
into derivative transactions, for example in seeking to manage its exposure to
interest rate and currency fluctuations through the use of currency and
interest rate hedging arrangements or for the purposes of efficient portfolio
management, and to acquire exposure to target companies through contracts for
difference.
The Company's current investment restrictions provide inter alia that it is
expected that no single investment in any one company will represent more than
30 per cent. of the Gross Asset Value of the Company at the time of investment.
The proposed restated investment strategy and investment restrictions will be
set out in more detail in the Circular but the principal changes are summarised
as follows.
The hedging policies will be restated by way of clarification to the effect
that, where the Board considers it to be appropriate, the Company may enter
into derivative transactions to provide portfolio protection against
significant falls in the market.
The Company's maximum potential exposure to any one investment will be reduced
and that, save in exceptional circumstances, no single investment in any one
company will represent more than 20 per cent. of the Gross Asset Value of the
Company at the time of investment.
The AIM Rules provide that an investing company (such as the Company) must seek
the prior consent of its shareholders in a general meeting for any material
change to its investment policy (and the Company's admission document contains
a statement to the same effect) and therefore the changes are conditional upon
the passing of an ordinary resolution of Shareholders at the EGM.
Amendments to the Management Agreement
Amendment to the management fee
Currently the Management Agreement provides that the Manager receives a
management fee payable at an annual rate of 2 per cent. of an amount equal to
the lower of (i) the Company's NAV and (ii) the market capitalisation of the
Company, payable quarterly in advance and calculated on the Company's NAV (or
the market capitalisation of the Company, as the case may be) (the "Calculation
Amount") on the relevant quarterly accounting date, as further described in
paragraph 8.1 of Part VII of the Circular.
The Board and the Manager are mindful that the quantum of the management fee
payable to the Manager would increase as a result of the increase in the size
of the Company following the completion of the Placing. With this in mind and,
together with the desire to reduce the ongoing charges ratio, the Company and
the Manager have agreed to amend the management fee as set out below with
effect from and conditional upon completion of the Placing and admission of the
Placing Shares to trading on AIM and to listing and trading on the CISX
("Admission").
The basis of the calculation of the management fee will change so that the rate
of 2 per cent. will broadly continue to apply to the current assets of the
Company but the rate will be reduced to 1.5 per cent. for the new assets
resultant from the Placing.
Specifically, it has been agreed that, subject to the proviso below, the 2 per
cent. rate should continue to apply to (i) £73,548,100 being an amount now
being fixed equal to the lower of the Company's NAV (£73,853,211) and market
capitalisation (£73,548,100) on 30 June 2013 (the date of the latest published
NAV prior to the publication of this document) (the "Base Amount") or (ii) the
applicable Calculation Amount at the relevant time, if lower.
To the extent that an amount equal to the lower of the Company's NAV and market
capitalisation, at the relevant time of calculation, exceeds the Base Amount
(the "Excess Amount"), the applicable fee rate on the Excess Amount shall be
1.5 per cent.
In the event that the Company's NAV and/or market capitalisation change by 5
per cent. or more between the date of the Circular and Admission, the Base
Amount may be reset accordingly as at Admission.
The management fee shall continue to be payable quarterly in advance and shall
be calculated on the Base Amount and the Excess Amount (if any) on the relevant
quarterly accounting date.
As the management fee is payable in advance, the management fee payable to the
Manager in respect of the quarter which started on 1 July 2013 and which ends
on 30 September 2013 will be retrospectively adjusted appropriately in the
event that the Placing completes and Admission occurs during that period.
Amendment to the performance fee
Currently, payment of the performance fee is subject to:
* the achievement of a performance hurdle condition: the NAV per Ordinary
Share at the end of the relevant performance period must exceed an amount
equal to the Original Placing Price increased at a rate of 7 per cent. per
annum on an annual compounding basis from the Original Admission Date up to
the end of the relevant performance period; and
* the achievement of a "high watermark": the NAV per Ordinary Share at the
end of the relevant performance period must be higher than the highest
previously reported NAV per Ordinary Share at the end of a performance
period in relation to which a performance fee, if any, was last earned.
Currently, the performance fee is payable in cash.
The Company and the Manager have agreed to amend the terms of the performance
fee as follows with effect from and conditional on Admission.
The conditions for the payment of the performance fee will, following
Admission, comprise:
* the achievement of a performance hurdle condition: the NAV per Ordinary
Share at the end of the relevant performance period (adding back for this
purpose the aggregate amount of dividends per Ordinary Share paid to
Shareholders in that period) must exceed an amount equal to the Original
Placing Price, increased at a rate of (i) 7 per cent. per annum on an
annual compounding basis in respect of that period of the performance
period which falls from (and including) the Original Admission Date up to
(but not including) Admission and (ii) 8 per cent. per annum on an annual
compounding basis in respect of that part of the performance period which
falls from (and including) Admission up to the end of the relevant
performance period; and
* the achievement of a "high watermark": the NAV per Ordinary Share at the
end of the relevant performance period must be higher than the highest
previously reported NAV per Ordinary Share at the end of the performance
period in relation to which a performance fee, if any, was last earned.
Depending on whether the Ordinary Shares are trading at a discount or a premium
to the Company's Net Asset Value per Ordinary Share when the performance fee
becomes payable, the performance fee will be either payable in cash (subject to
the restrictions set out below) or satisfied by the sale of Ordinary Shares out
of treasury or by the issue of new fully paid Ordinary Shares (the number of
which shall be calculated as set out below):
* if the Ordinary Shares are trading at a discount to the Net Asset Value per
Ordinary Share when the performance fee becomes payable, the performance
fee shall be payable in cash. Within a period of one calendar month after
receipt of such cash payment (extended pro rata by the aggregate of any
close periods to which the Manager may be subject during such one calendar
month period), the Manager shall be required to purchase Ordinary Shares in
the market of a value equal to such cash payment (rounding down to the
nearest whole Ordinary Share with the remainder of the cash payment, if
any, retained by the Manager in cash); and
* if the Ordinary Shares are trading at, or at a premium to, the Net Asset
Value per Ordinary Share when the performance fee becomes payable, the
performance fee shall be satisfied by the sale of Ordinary Shares out of
treasury or by the issue of new fully paid Ordinary Shares. The number of
Ordinary Shares that shall become payable shall be a number equal to the
performance fee payable divided by the closing mid-market price per
Ordinary Share on the date on which such performance fee became payable
(rounding up to the nearest whole Ordinary Share).
Related party transaction
Under the AIM Rules the Manager is deemed to be a related party of the Company
and the proposed amendments to the Management Agreement are deemed under the
AIM Rules to be a related party transaction. The Directors consider, having
consulted with Sanlam Securities, that the amendments to the Management
Agreement are fair and reasonable insofar as the Shareholders are concerned.
The Company expects shortly to post to Shareholders a circular attaching a
notice convening an EGM by the end of August 2013, which will also be available
on the Company's website at http://www.crystalamber.com.
Enquiries
Crystal Amber Fund Limited
William Collins Tel: 01481 716 000
Merchant Securities Limited - Nominated Adviser
David Worlidge/Simon Clements Tel: 020 7628 2200
Numis Securities Limited - Broker
Nathan Brown/Hugh Jonathan Tel: 020 7260 1426
Broker Profile Limited - Stockbroker Relations Consultants
Simon Courtenay Tel: 020 7448 3244
Crystal Amber Advisers (UK) LLP - Investment Adviser
Richard Bernstein Tel: 020 7478 9080
IMPORTANT NOTICE
This Announcement has been issued by, and is the sole responsibility of, the
Company.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a Placee) by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions herein, and to be providing
the representations, warranties and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out in the Appendix to this
Announcement are for information purposes only and are directed only at persons
in the United Kingdom who are: (a) investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) order 2005 (the Order); or (b) persons falling within Article 49(2)
(a) to (d) ("high net worth companies, unincorporated associations, etc") of
the Order; or (c) persons to whom it may otherwise be lawfully communicated,
(all such persons together being referred to as relevant persons). This
Announcement and the terms and conditions set out in the Appendix to this
Announcement must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Announcement and
the terms and conditions set out in the Appendix to this Announcement relate is
available only to relevant persons and will be engaged in only with relevant
persons.
This Announcement provides information about the Placing, but does not invite
participation in the Placing. This Announcement (including the Appendix) does
not constitute, and the Company is not making, an offer to the public of
transferable securities within the meaning of sections 85 and 102B of the
Financial Services and Markets Act 2000, as amended (FSMA). This Announcement
(including the Appendix) is therefore not an approved prospectus for the
purposes of section 85 of FSMA, and has not been prepared in accordance with
the prospectus rules of the FCA and as such neither its contents nor its issue
has been approved by the FCA or by any authority which would be a competent
authority for the purposes of any legislation that implements the Prospectus
Directive.
This Announcement (including the Appendix) and the information contained herein
is not for release, publication or distribution, in whole or in part, directly
or indirectly, in, into or from the United States (including its territories
and possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa
or any other state or jurisdiction into which the same would be unlawful. This
Announcement (including the Appendix) is for information purposes only and
shall not constitute or form part of any offer to buy, sell, subscribe for,
issue, or acquire, or the solicitation of any offer to buy, sell, subscribe
for, issue, or acquire any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. In particular, the
Placing Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act) and may not be offered,
sold or transferred, directly or indirectly, within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws of any
state or other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States, Australia, Canada, Japan,
the Republic of Ireland or the Republic of South Africa.
Each Placee should consult with its own advisers as to legal, tax, business and
related aspects of a subscription for the Placing Shares.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as broker to
Crystal Amber Fund Limited and for no one else in connection with the Placing
and will not be responsible to anyone other than Crystal Amber Fund Limited for
providing the protections afforded to clients of Numis Securities Limited or
for providing advice in relation to the Placing or any matter referred to in
this Announcement (including the Appendix).
Sanlam Securities UK Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
Crystal Amber Fund Limited and is acting for no-one else in connection with the
Placing and will not be responsible to anyone other than Crystal Amber Fund
Limited for providing the protections afforded to clients of Sanlam Securities
UK Limited nor for providing advice in relation to the Placing or any matter
referred to in this Announcement (including the Appendix).
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
No representation or warranty, express or implied, is or will be made by or on
behalf of either Numis Securities Limited or Sanlam Securities UK Limited, and
no responsibility or liability is or will be accepted by either Numis
Securities Limited or Sanlam Securities UK Limited or any of their respective
affiliates, as to the accuracy, completeness or verification of the information
set out in this Announcement (including the Appendix), and nothing contained in
this Announcement (including the Appendix) is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past or the
future. Numis Securities Limited and Sanlam Securities UK Limited and each of
their respective affiliates accordingly disclaim, to the fullest extent
permitted by law, all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this Announcement
(including the Appendix) or any such statement.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice
and, except as required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein. You should not place undue
reliance on forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended to be a
profit forecast or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical or
published earnings of the Company.
ADDITIONAL INFORMATION AND TERMS AND CONDITIONS OF THE PLACING
PROPOSED CHANGES TO INVESTMENT STRATEGY AND INVESTMENT RESTRICTIONS
The investment strategy and investment restrictions which will apply to the
Company, following Admission and assuming the passing of the relevant
resolution at the EGM, are as follows:
Investment strategy
The Company focuses on investing in companies which it considers to be
undervalued and will aim to promote measures to correct the undervaluation. In
particular, it aims to focus on companies which the Company's investment
manager and investment adviser believe may have been neglected by fund managers
and investment funds due to their size or where analyst coverage is inadequate
or where analysts have relied on traditional valuation techniques and/or not
fully understood the underlying company. The Company and its advisers seek the
co-operation of the target company's management in connection with such
corrective measures as far as possible. Where a different ownership structure
would enhance value, the Company will seek to initiate changes to capture such
value. The Company may also seek to introduce measures to modify existing
capital structures and introduce greater leverage and/or seek divestiture of
certain businesses of the investee company.
Pending investment of the type referred to above, the Company's funds will be
placed on deposit but the Company also has the flexibility to make other
investments which are considered to be reasonably liquid in order to ensure
that its funds are appropriately deployed (including in money market
instruments). The Company may, in certain circumstances, acquire stakes in
target companies from investors in exchange for Shares in the Company.
Where it considers it to be appropriate the Company may (i) utilise leverage
for the purpose of investment and enhancing returns to Shareholders and/or (ii)
enter into derivative transactions, for example in seeking to provide portfolio
protection against significant falls in the market or for the purposes of
efficient portfolio management, to manage its exposure to interest rate and
currency fluctuations through the use of currency and interest rate hedging
arrangements, and to acquire exposure to target companies through contracts for
difference.
Investment restrictions
It is not intended that the Company will invest, save in exceptional
circumstances, in:
* companies with a market capitalisation of less than £100 million at the
time of investment;
* pure technology based businesses; or
* unlisted companies or companies in pre-IPO situations.
It is expected that no single investment in any one company will represent more
than 20 per cent. of the Gross Asset Value of the Company at the time of
investment. However, there is no guarantee that this will be the case after any
investment is made, or where the Directors and the Advisers believe that an
investment is particularly attractive.
NET ASSET VALUE AND PORTFOLIO INFORMATION
As at 30 June 2013, the unaudited Net Asset Value of the Company was £
73,853,211 and the unaudited Net Asset Value per Share was 133.1 pence. The
latter represented a 39.8 per cent. increase in the unaudited NAV per Share
from 95.17 pence as at the date of the Company's launch on 17 June 2008. As at
30 June 2013, the Company has paid one pence in dividends per Ordinary Share,
creating a NAV total return of 40.9 per cent. since launch.
The proportion of the unaudited NAV per Share at 30 June 2013 represented by
the largest ten holdings, other investments and cash (including accruals), was
as follows:
Top ten holdings Pence per share Percentage of investee
equity held
TT Electronics plc 13.2 3.1%
Tribal Group plc 12.9 4.4%
Norcros plc 12.7 7.3%
API Group plc 11.2 11.5%
Sutton Harbour Holdings plc 11.2 28.6%
Devro plc 8.4 1.0%
4imprint Group plc 7.9 3.2%
Smiths News plc 6.5 1.3%
Northgate plc 5.5 0.7%
Thorntons plc 4.7 4.3%
Total of ten largest 94.2
holdings
Other investments 28.9
Cash and accruals 10.0
Total NAV 133.1
Over the quarter to 30 June 2013, NAV per Share increased by 3.8 per cent. Over
the six month period to 30 June 2013, NAV per Share rose by 10.8 per cent. and
over the 12 month period to 30 June 2013, NAV per Share increased by 26.0 per
cent. Total returns over the year to 30 June 2013 including dividends were 26.6
per cent.
The top three positive contributors to NAV performance over the three month
period to 30 June 2013 were Tribal Group (1.7 per cent. contribution), API
Group (1 per cent.) and Thorntons (0.8 per cent.). The top three detractors
have been TT Electronics (-1.9 per cent.), Devro (-1.7 per cent.) and Smiths
News (-1.1 per cent.).
TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
1. Introduction
The Company has entered into an agreement with Numis Securities Limited ("Numis
"), Sanlam Securities UK Limited ("Sanlam Securities") and Crystal Amber Asset
Management (Guernsey) Limited (the "Manager"), pursuant to which Numis has been
appointed as placing agent in connection with the Placing (the "Placing
Agreement"). Subject to the terms and conditions set out in the Placing
Agreement, Numis has agreed to use its reasonable endeavours, as agent for the
Company, to procure Placees to subscribe for Placing Shares at the Placing
Price. The Placing is not underwritten.
The Placing Shares will rank pari passu in all respects with the Shares
currently in issue, including the right to receive all dividends and other
distributions declared on or after the date on which they are issued.
2. Application for Admission
Applications will be made to: (a) the CISX for the Placing Shares to be
admitted to listing and trading on the CISX; and (b) the London Stock Exchange
for the Placing Shares to be admitted to trading on AIM (together, "Admission
"). It is expected that Admission will take place, and dealings in the Placing
Shares will commence, on or about 21 August 2013.
3. Conditions of the Placing
The Placing is conditional on (inter alia) Admission; final approval of the
circular to be issued by the Company in connection with the Placing, by the
Channel Islands Stock Exchange (the "Circular"); the subsequent dispatch of the
Circular to Shareholders; and the passing of resolutions 2 and 3 proposed in
the notice of general meeting that will accompany the Circular.
4. Participation in the Placing
Each Placee which confirms its agreement to Numis to subscribe for Placing
Shares under the Placing will be bound by these terms and conditions and will
be deemed to have accepted them.
The Company and/or Numis may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or representations
as it (in its absolute discretion) seesfit and/or may require any such Placee
to execute a separate contract note (a "Contract Note").
Numis will determine in its absolute discretion the extent of each Placee's
participation in the Placing, which may not necessarily be the same for each
Placee.
Each Placee's allocation will be confirmed to Placees orally by Numis and a
trade confirmation or Contract Note will be dispatched as soon as possible
thereafter. The oral confirmation to such Placement will constitute an
irrevocable legally binding commitment upon such person who will at that point
become a Placee in favour of Numis and the Company under which it agrees to
acquire the number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance with the
Company's Articles of Incorporation (the "Articles").
Irrespective of the time at which a Placee's allocation pursuant to the Placing
is confirmed, settlement for all Placing Shares to be acquired pursuant to the
Placing will be required to be made at the same time on the basis explained
below under "Registration and Settlement".
5. No prospectus
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the Exchange
Information (as defined below), released by the Company today and which has not
been approved by, or submitted to the Financial Conduct Authority, the London
Stock Exchange or the CISX, and subject to the further terms set forth in the
Contract Note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including the Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or
Numis or any other person and none of the Company or Numis nor any other person
will be liable for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which the Placees
may have obtained or received. Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation or fraud.
6. Agreement to subscribe for Placing Shares
Conditional on:
a. Admission occurring and becoming effective by 8.00 a.m. (London time) on or
prior to 21 August 2013 (or such later time and/or date, not being later
than 30 August 2013, as the Company, Numis and Sanlam Securities may
agree);
b. the Placing Agreement becoming otherwise unconditional in all respects and
not having been terminated in accordance with its terms prior to Admission;
c. the passing of the resolutions approving the Placing at the EGM (or any
adjournment thereof); and
d. Numis confirming to the Placees their allocation of Placing Shares,
a Placee agrees to become a member of the Company and agrees to subscribe for
those Placing Shares allocated to it by Numis at the Placing Price.
If any of the conditions contained in the Placing Agreement are not fulfilled
or waived by Numis, by the respective time or date where specified, or the
Placing Agreement is terminated, the Placing will not proceed and the Placee's
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof. Numis and Sanlam Securities may, at their
discretion and upon such terms as they think fit, waive compliance by the
Company or the Manager with respect to the whole or any part of any of their
respective obligations in relation to the conditions in the Placing Agreement
or extend that time or date by which such conditions must be satisfied. Any
such waiver or extension will not affect Placees' commitments as set out in
this Announcement (and the Appendix). None of the Company, Numis and Sanlam
Securities or any other person 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 they may make as to whether or not to waive or to extend the
time and/or the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally or to terminate of the Placing Agreement, and
by participating in the Placing, each Placee agrees that any such decision is
in the absolute discretion of Numis.
To the fullest extent permitted by law, each Placee acknowledges and agrees
that it will not be entitled to exercise any remedy of rescission at any time.
This does not affect any other rights the Placee may have.
7. Payment for Placing Shares
Each Placee must pay the Placing Price for the Placing Shares issued to the
Placee in the manner and by the time directed by Numis. If any Placee fails to
pay as so directed and/or by the time required, the relevant Placee's
application for Placing Shares shall be rejected.
8. Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GG00B1Z2SL48) following
Admission will take place within CREST provided that, subject to certain
exceptions, Numis reserves the right to require settlement for, and delivery
of, the Placing Shares (or a portion thereof) to Placees by such other means
that it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or Contract Note stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee to Numis (as
agent for the Company) and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with either the CREST or certificated settlement instructions
that it has in place with Numis.
It is expected that settlement in respect of the Placing Shares will be on 21
August 2013 in accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Numis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Numis' account
and benefit (as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee confers
on Numis all such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which Numis lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or Contract Note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be entitled
to receive any fee or commission in connection with the Placing.
9. Representations, Warranties and Further Terms
By agreeing to subscribe for Placing Shares, each Placee which enters into a
commitment to subscribe for Placing Shares will (for itself and any person(s)
procured by it to subscribe for Placing Shares and any nominee(s) for any such
person(s)) be deemed to represent and warrant to each of the Company, Sanlam
Securities and Numis that:
a. in agreeing to subscribe for Placing Shares under the Placing, it is
relying solely on this Announcement (and its Appendix) issued by the
Company and not on any other information given, or representation or
statement made at any time, by any person concerning the Company or the
Placing. It agrees that none of the Company, Numis, Sanlam Securities, nor
any of their respective officers, agents employees, will have any liability
for any other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any other
information or representation;
b. it acknowledges and agrees that no offering document or prospectus has
been, or will be, prepared in connection with the Placing and represents
and warrants that it has not received, and will not receive, an offering
document or prospectus;
c. acknowledges that the Shares are admitted to trading on AIM and the Company
is therefore required to publish certain business and financial information
in accordance with the AIM Rules (collectively "Exchange Information"),
which includes the Company's announcements and circulars published in the
past 12 months and that it is able to obtain access to such information
without undue difficulty;
d. it (or the beneficial owner as applicable) has all necessary capacity to
commit to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations;
e. if the laws of any territory or jurisdiction outside the United Kingdom are
applicable to its agreement to subscribe for Placing Shares under the
Placing, it warrants that it has complied with all such laws, obtained all
governmental and other consents which may be required, is duly authorised
and complied with all requisite formalities and paid any issue, transfer or
other taxes due in connection with its application in any territory and
that it has not taken any action or omitted to take any action which will
result in the Company, Numis, Sanlam Securities or any of their respective
officers, agents or employees acting in breach of the regulatory or legal
requirements, directly or indirectly, of any territory or jurisdiction
outside the United Kingdom in connection with the Placing;
f. it has carefully read and understands this Announcement (and its Appendix)
in its entirety, it has all the information it believes necessary or
appropriate in connection with its decision to subscribe for Placing Shares
and acknowledges that it is acquiring Placing Shares on the terms and
subject to the conditions set out in this Announcement (and its Appendix)
and the Articles as in force at Admission;
g. it has not relied on Numis, Sanlam Securities or any person affiliated with
either of them in connection with any investigation of the accuracy of any
information contained in this Announcement (and its Appendix);
h. the content of this Announcement (and its Appendix) and any Exchange
Information is exclusively the responsibility of the Company and its
Directors and neither Numis, Sanlam Securities nor any person acting on
their respective behalf nor any of their affiliates are responsible for or
shall have any liability for any information, representation or statement
contained in this Announcement (and its Appendix) or any information
published by or on behalf of the Company (including Exchange Information)
and will not be liable for any decision by a Placee to participate in the
Placing based on any information, representation or statement contained in
this Announcement (and its Appendix) or otherwise;
i. it acknowledges that no person is authorised in connection with the Placing
to give any information or make any representation other than as contained
in this Announcement (and its Appendix) and, if given or made, any
information or representation must not be relied upon as having been
authorised by Numis, Sanlam Securities, the Company or any of their
respective officers, agents or employees;
j. it represents and warrants that neither it, nor the person specified by it
for registration as a holder of Placing Shares is, or is acting as nominee
or agent for, and that the Placing Shares will not be allotted to, a person
who is or may be liable to stamp duty or stamp duty reserve tax under any
of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts
and clearance services);
k. it accepts that none of the Placing Shares have been or will be registered
under the laws of the United States, Canada, the Republic of South Africa,
Australia or Japan. Accordingly, the Placing Shares may not be offered,
sold, issued or delivered, directly or indirectly, within any of United
States, Canada, the Republic of South Africa, Australia or Japan, unless an
exemption from any registration requirement is available;
l. if it is within the United Kingdom, it is a person who falls within
Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 or is a person to whom the Placing
Shares may otherwise lawfully be offered under such Order, or, if it is
receiving the offer in circumstances under which the laws or regulations of
a jurisdiction other than the United Kingdom would apply, that it is a
person to whom the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
m. in the case of any Ordinary Shares acquired by an investor as a financial
intermediary as that term is used in Article 3(2) of the EU Directive 2003/
71/EC (the "Prospectus Directive"): (i) the Ordinary Shares acquired by it
in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any relevant
Member State other than qualified investors, as that term is defined in the
Prospectus Directive, or in circumstances in which the prior consent of
Numis has been given to the offer or resale; or (ii) where Ordinary Shares
have been acquired by it on behalf of persons in any relevant Member State
other than qualified investors, the offer of those Ordinary Shares to it is
not treated under the Prospectus Directive as having been made to such
persons;
n. if it is outside the United Kingdom, neither this Announcement (and its
Appendix) nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant territory,
such offer, invitation or other course of conduct could lawfully be made to
it or such person and such documents or materials could lawfully be
provided to it or such person and Placing Shares could lawfully be
distributed to and subscribed and held by it or such person without
compliance with any unfulfilled approval, registration or other regulatory
or legal requirements;
o. it does not have a registered address in, and is not a citizen, resident or
national of, any jurisdiction in which it is unlawful to make or accept an
offer of the Placing Shares and it is not acting on a non-discretionary
basis for any such person;
p. if the investor is a natural person, such investor is not under the age of
majority (18 years of age in the United Kingdom) on the date of such
investor's agreement to subscribe for Placing Shares under the Placing and
will not be any such person on the date any such Placing is accepted;
q. it has not, directly or indirectly, distributed, forwarded, transferred or
otherwise transmitted this prospectus or any other offering materials
concerning the Placing or the Placing Shares to any persons within the
United States or to any US Persons, nor will it do any of the foregoing;
r. it represents, warrants, acknowledges and agrees that it is not a national
or resident of the United States or a corporation, partnership or other
entity organised under the laws of the United States and that it will not
offer, sell, renounce, transfer or deliver, directly or indirectly, any of
the Placing Shares into the United States or any other jurisdiction where
to do so would be in breach of any applicable law and/or regulation and, in
addition, it acknowledges that the Placing Shares have not been and will
not be registered under the United States Securities Act of 1933, as
amended, or with any securities regulatory authority of any state or other
jurisdiction of the United States;
s. it has all the relevant permissions, authorizations and due capacity to
subscribe for the Placing Shares and to perform its obligations under these
terms and conditions and it acknowledges that Numis nor any of its
affiliates nor any person acting on its behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or providing
any advice in relation to the Placing and participation in the Placing is
on the basis that it is not and will not be a client of Numis and that
Numis does not have any duties or responsibilities to it for providing
protection afforded to their respective clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertaking or indemnities contained in any placing letter;
t. it acknowledges that where it is subscribing for Placing Shares for one or
more managed, discretionary or advisory accounts, it is authorised in
writing for each such account: (i) to subscribe for the Placing Shares for
each such account; (ii) to make on each such account's behalf the
representations, warranties and agreements set out in this prospectus; and
(iii) to receive on behalf of each such account any documentation relating
to the Placing in the form provided by the Company and/or Numis. It agrees
that the provision of this paragraph shall survive any resale of the
Placing Shares by or on behalf of any such account;
u. it irrevocably appoints any director of the Company and any director of
Numis to be its agent and on its behalf (without any obligation or duty to
do so), to sign, execute and deliver any documents and do all acts, matters
and things as may be necessary for, or incidental to, its subscription for
all or any of the Placing Shares for which it has given a commitment under
the Placing, in the event of its own failure to do so;
v. it accepts that if the Placing does not proceed or the conditions to the
Placing Agreement are not satisfied or the Placing Shares for which valid
applications are received and accepted are not admitted to listing and
trading on the CISX and to trading on AIM for any reason whatsoever then
none of Numis, Sanlam Securities, the Company, nor persons controlling,
controlled by or under common control with any of them nor any of their
respective employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any other
person;
w. in connection with its participation in the Placing it has observed all
relevant legislation and regulations, in particular (but without
limitation) those relating to money laundering ("Money Laundering
Legislation") and that its application is only made on the basis that it
accepts full responsibility for any requirement to verify the identity of
its clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person: (i) subject to the Money
Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject
to the Money Laundering Directive (2005/60/EC of the European Parliament
and of the EC Council of 26 October 2005 on the prevention of the use of
the financial system for the purpose of money laundering and terrorist
financing); or (iii) subject to the Guernsey AML Requirements; or (iv)
acting in the course of a business in relation to which an overseas
regulatory authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which there are
in force provisions at least equivalent to those required by the Money
Laundering Directive;
x. it acknowledges that due to anti-money laundering requirements, Numis and
the Company may require proof of identity and verification of the source of
the payment before the application can be processed and that, in the event
of delay or failure by the applicant to produce any information required
for verification purposes, Numis and the Company may refuse to accept the
application and the subscription moneys relating thereto. It holds harmless
and will indemnify Numis and the Company against any liability, loss or
cost ensuing due to the failure to process such application, if such
information as has been required has not been provided by it;
y. it acknowledges that any person in Guernsey involved in the business of the
Company who has a suspicion or belief that any other person (including the
Company or any person subscribing for Placing Shares) is involved in money
laundering activities, is under an obligation to report such suspicion to
the Financial Intelligence Service pursuant to the Terrorism and Crime
(Bailiwick of Guernsey) Law, 2002 (as amended);
z. it acknowledges and agrees that information provided by it to the Company,
Registrar or Administrator will be stored on the Registrar's and the
Administrator's computer systems and manually. It acknowledges and agrees
that for the purposes of the Data Protection (Bailiwick of Guernsey) Law
2001 (the "Data Protection Law") and other relevant data protection
legislation which may be applicable, the Registrar and the Administrator
are required to specify the purposes for which they will hold personal
data. The Registrar and the Administrator will only use such information
for the purposes set out below (collectively, the "Purposes"), being to:
aa.
i. process its personal data (including sensitive personal data) as
required by or in connection with its holding of Placing Shares,
including processing personal data in connection with credit and money
laundering checks on it;
ii. communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Placing Shares;
iii. provide personal data to such third parties as the Administrator or
Registrar may consider necessary in connection with its affairs and
generally in connection with its holding of Placing Shares or as the
Data Protection Law may require, including to third parties outside the
Bailiwick of Guernsey or the European Economic Area;
iv. without limitation, provide such personal data to the Company or the
Manager and their respective associates for processing, notwithstanding
that any such party may be outside the Bailiwick of Guernsey or the
European Economic Area; and
v. process its personal data for the Administrator's internal
administration.
aa. in providing the Registrar and the Administrator with information, it
hereby represents and warrants to the Registrar and the Administrator that
it has obtained the consent of any data subject to the Registrar and the
Administrator and their respective associates holding and using their
personal data for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive personal data for the Purpose
set out in paragraph (a)). For the purposes of this prospectus, "data
subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law;
ab. Numis and the Company are entitled to exercise any of their rights under
the Placing Agreement or any other right in their absolute discretion
without any liability whatsoever to them;
ac. the representations, undertakings and warranties contained in this
prospectus are irrevocable. It acknowledges that Numis and the Company and
their respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any of the
representations or warranties made or deemed to have been made by its
subscription of the Placing Shares are no longer accurate, it shall
promptly notify Numis and the Company. The Placee agrees to indemnify on an
after-tax basis and hold harmless on demand each of the Company, Numis,
Sanlam Securities and each of their respective affiliates and any person
acting on its or 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;
ad. where it or any person acting on behalf of it is dealing with Numis, any
money held in an account with Numis on behalf of it and/or any person
acting on behalf of it will not be treated as client money within the
meaning of the relevant rules and regulations of the Financial Conduct
Authority which therefore will not require Numis to segregate such money,
as that money will be held by Numis under a banking relationship and not as
trustee;
ae. any of its clients, whether or not identified to Numis, will remain its
sole responsibility and will not become clients of Numis for the purposes
of the rules of the Financial Conduct Authority or for the purposes of any
other statutory or regulatory provision;
af. it accepts that the allocation of Placing Shares shall be determined by the
Company in its absolute discretion but in consultation with Numis and that
the Company may scale down any Placing commitments for this purpose on such
basis as it may determine; and
ag. time shall be of the essence as regards its obligations to settle payment
for the Placing Shares and to comply with its other obligations under the
Placing.
The representations, warranties, acknowledgements and undertakings contained in
these terms and conditions are given to Numis, Sanlam Securities and the
Company and are irrevocable and shall not be capable of termination in any
circumstances.
10. Supply and Disclosure of Information
If Numis, the Registrar or the Company or any of their agents request any
information about a Placee's agreement to subscribe for Placing Shares under
the Placing, such Placee must promptly disclose it to them.
11. Miscellaneous
The rights and remedies of Numis, Sanlam Securities, the Administrator, the
Registrar 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 of one will not prevent the exercise of
others.
On application, if a Placee is a discretionary fund manager, that Placee may be
asked to disclose in writing or orally the jurisdiction in which its funds are
managed or owned. All documents provided in connection with the Placing will be
sent at the Placee's risk. They may be returned by post to such Placee at the
address notified by such Placee.
Each Placee agrees to be bound by the Articles once the Placing Shares, which
the Placee has agreed to subscribe for pursuant to the Placing and all disputes
and claims arising out of or in connection with its subject matter or formation
(including non-contractual disputes or claims), have been acquired by the
Placee. The contract to subscribe for Placing Shares under the Placing and the
appointments and authorities mentioned in this prospectus will be governed by,
and construed in accordance with, the laws of England and Wales. For the
exclusive benefit of Numis, Sanlam Securities, the Administrator, the Company
and the Registrar, each Placee irrevocably submits to the jurisdiction of the
courts of England and Wales and waives any objection to proceedings in any such
court on the ground of venue or on the ground that proceedings have been
brought in an inconvenient forum. This does not prevent an action being taken
against the Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares under the
Placing, references to a "Placee" in these terms and conditions are to each of
the Placees who are a party to that joint agreement and their liability is
joint and several.
All times and dates in this document may be subject to amendment.
Numis and the Company expressly reserve the right to modify the Placing
(including, without limitation, the timetable and settlement) at any time
before allocations are determined.
1