Acquisition

RNS Number : 3054X

MITIE Group PLC

12 August 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO FORWARD, TRANSMIT OR DISTRIBUTE THIS ANNOUNCEMENT. PLEASE READ THE IMPORTANT NOTICES AT THE END OF THE PRESS RELEASE.

THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

MITIE Group PLC - Acquisition of Dalkia Technical Facilities Management and Placing of approximately 6 per cent of issued share capital

Introduction

MITIE Group PLC ('MITIE' or the 'Company') is pleased to announce the acquisition of the entire issued share capital of Dalkia Energy and Technical Services Limited and Parkersell Limited (together, 'Dalkia Technical Facilities Management' or, 'DTFM') from Dalkia plc (the 'Transaction') for a total consideration of up to £130 million on a cash and debt free basis.  The initial consideration of £120 million has been paid in cash, funded from MITIE's existing bank facilities.  

DTFM comprises the UK (excluding Northern Ireland) Commercial and Retail & Specialist divisions of Dalkia plc. DTFM is a leading provider of outsourced Technical Facilities Management and Energy and Specialist Services in the UK (excluding Northern Ireland). It has a recognisable client base which includes blue chip private and public sector clients and an experienced management team.

MITIE also announces today a fully underwritten placing of 19 million new ordinary shares (the 'Placing Shares') representing approximately 6 per cent of MITIE's issued ordinary share capital immediately prior to the Placing with institutional and certain other qualifying investors to raise gross proceeds of at least £40 million (the 'Placing').

Transaction highlights 

• The Directors of MITIE (the 'Directors') believe that the Transaction significantly enhances MITIE's service portfolio and positions the enlarged group as the strategic partner of choice for clients seeking integrated facilities management or multi-service contracts to support their property portfolios, facilities and technical assets. 

• MITIE has identified a growing market opportunity to implement carbon reduction, sustainability and environmental programmes.  The Transaction represents a significant opportunity for MITIE to support this increasing client demand.

• The enlarged group has combined historic revenues of approximately £1.8 billion with combined historic EBITA of approximately £91 million(1), and employs over 54,000 people. 

• The Directors believe that the Transaction will deliver viable benefits through multi-service and facilities management capability enhancement, significant cross selling opportunities and cost synergies.  The annual run rate of cost synergies is expected to be in excess of £6 million by 31 March 2011. 

• The Transaction is expected to enhance earnings per share in the first full year of ownership to 31 March 2011.

1 MITIE year ended 31 March 2009, Dalkia Technical Facilities Management year ended 31 December 2008

Ruby McGregor-Smith, Chief Executive, MITIE Group PLC, commenting on the Transaction, said:

'We are delighted to have concluded this strategically important transaction which enhances our leading position in the integrated facilities management market in the UK.  This transaction brings together MITIE's facilities management services and Dalkia's technical facilities management capabilities and strengthens our platform for sustainable profitable growth.  MITIE is now even better placed to provide our clients with facilities, property and asset management services that will assist our client in meeting the requirements of a low carbon economy. 

There will be significant opportunities for MITIE and Dalkia plc to work together in future partnerships.  We welcome all the Dalkia FM people to MITIE and are looking forward to an exciting future for the enlarged group.'

Luis Pais Correia, CEO of Dalkia's Northern Europe Zone, stated: 'MITIE has recognised the strength of Dalkia Technical Facilities Management and its people and will use this expertise to expand their offering to existing and new customers.  I am confident that the business will continue to develop successfully.  I look forward to working with MITIE on opportunities going forward.'

Conference call details

Following this announcement, MITIE Group PLC will be holding a conference call for qualifying analysts and investors at 11.00 (London) on Wednesday 12 August 2009. 

If you would like to participate in the call, please use the dial-in details listed below:

Date: 12 August 2009

Start time: 11.00

Dial-in number: [phone]

Instructions: Tell the operator that you would like to join the MITIE conference call.

Presentation slides that provide an overview of the transaction will be made available to qualifying analysts and investors and can be downloaded from the MITIE investor website at www.mitie.co.uk/investors.

For those who cannot make the conference call, there will be a recorded downloadable MP3  file of the call available from the MITIE investor website at www.mitie.co.uk/investors, later on 12 August 2009. This will be available on the website for a period of six months after the event.

Contact details

MITIE
John Telling, Corporate Affairs Director	[phone], [phone]
David Revis, Marketing & PR Manager	[phone], [phone]
UBS
Richard Gostling, Craig Calvert	[phone]
Investec Bank plc
Erik Anderson, Michael Lacey-Solymar	[phone]
Rowena Murray
Brunswick
Simon Sporborg , Roberta Whitter	[phone]

A profile of Dalkia Technical Facilities Management (DTFM)

DTFM is a leading provider of outsourced Technical Facilities Management and Energy Management Services in the UK. It has an experienced management team with solid client relationships.

DTFM has developed a comprehensive Facilities Management offering based on its historical core strengths in the provision of Technical Facilities Management, Energy and Specialist Services. 

The services Dalkia Technical Facilities Management delivers are as follows:

Technical Facilities Management	The provision of Facilities Management services with an emphasis on the management and maintenance of technical assets in the built environment including lifecycle planning, testing and the provision of legislative and technical advice.
Energy Management	Energy services, including bill validation, utilities procurement and carbon footprint and energy cost reduction through building controls and efficiency improvements.
Specialist Services	Planned and reactive engineering maintenance services, lighting, fire and other bespoke services.

DTFM operates across the UK and currently employs over 2,700 people.

Reasons for the Transaction

Enhancing MITIE's existing capability

The Directors believe that the Transaction significantly enhances MITIE's service capability and allows the enlarged group to position itself as a strategic partner for clients seeking integrated facilities management or multi-service contracts to support their property portfolios, facilities and technical assets.  The new MITIE Technical Facilities Management business will have combined revenues of £423 million. 

Viable cross-selling opportunities

DTFM has a recognisable client base, which offers viable opportunities for MITIE to cross sell additional services. In addition, Dalkia's technical facilities management expertise in areas such as Lighting, Rail and Fire Services offers the potential for MITIE to expand the scope of services that it currently provides to its client base.

Extends the energy management offering

The Transaction positions MITIE to assist its clients in meeting the demands of a low carbon economy, with its energy management offering.

Key financial information

Dalkia  financial information

In the year ended 31 December 2008, Dalkia Technical Facilities Management reported revenues of £263 million with operating profits ('EBITA') of £8.5 million and PBT of £8.5 million.  On an adjusted basis (2), EBITA was £10.1 million and EBITDA was £12.6 million.

In the year ending 31 December 2009, DTFM expects to report adjusted revenue of approximately £261 million with EBITDA of £12.3 million

As at 31 December 2008, Dalkia Technical Facilities Management had pro-forma gross assets of £86.2 million.

Dalkia Technical Facilities Management's current contracted order book stands at approximately £0.5 billion. 

Enhance earnings per share in first full year of ownership

MITIE expects the acquisition of DTFM to enhance earnings per share in the first full year of ownership to 31 March 2011.

Potential synergies

MITIE has already identified in excess of an estimated £6 million of savings per annum through potential cost synergies. These should be realised through efficiency savings across the enlarged business, leveraging MITIE's existing central functions, procurement and other efficiencies.

In addition, MITIE expects to generate a number of revenue benefits through the cross selling of MITIE services to DTFM customers and vice versa.  

Integration plans

Integration costs are expected to be in the region of £7 million, the majority of which are expected to be incurred during the course of the current financial year. 

MITIE current trading

MITIE released an Interim Management Statement on 10 July 2009 in relation to the period since 31 March 2009. At that time, the Company announced that it had made a good start to the financial year and that trading was in line with management's expectations.

The Directors confirm that there has been no material change in the Group's trading or financial position since the date of that announcement.

Details of the Transaction  

The initial consideration of £120 million is based on an expected outturn for DTFM for calendar year 2009 of £12.3 million EBITDA and has been funded from MITIE's existing bank facilities. To the extent that EBITDA for the period is in excess of £12.3 million and up to £13.3 million additional consideration of £10 million will be paid on a pro rata basis. Any such amount will be paid after the agreement of the accounts DTFM for the year ending 31 December 2009. The maximum consideration payable for the Transaction is £130 million in cash on a cash and debt free basis. There will be certain customary adjustments to the purchase price to reflect any movements in the net asset base of Dalkia Technical Facilities Management. 

2 Adjusted for management charges paid to Dalkia plc and overheads on a standalone basis

Details relating to the Placing  

In connection with the Transaction, MITIE also announces today that it intends to raise at least £40 million from certain institutional and other qualified investors by means of a placing of 19 million shares.  The proceeds of the Placing will be used to partly refinance the debt drawn down to satisfy the Transaction consideration.

The Placing Shares have been fully underwritten by UBS Limited ('UBS' or 'UBS Investment Bank') and Investec Bank plc ('Investec', together with UBS, the 'Joint Bookrunners'), subject to certain terms and conditions set out in a placing agreement entered into between the Joint Bookrunners and MITIE.

The Placing Shares will constitute less than 10 per cent of MITIE's current issued share capital. UBS and Investec are acting as Joint Bookrunners and brokers for the Placing. 

The Placing is conditional on certain matters set out in the appendix to this announcement and will be conducted in accordance with the terms and conditions also set out in the appendix. The Placing will be effected by means of an accelerated bookbuild placing of the Placing Shares (the 'Bookbuild Process').  The book will open with immediate effect.  The timing of the closing of the book, pricing and allocations is at the discretion of the Joint Bookrunners and MITIE. Details of the price at which the Placing Shares are to be offered (the 'Placing Price') will be determined and announced as soon as practicable after the close of the Bookbuild Process.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 2.5 pence each in the capital of MITIE, including the right to receive all future dividends and other distributions.

Application will be made for the Placing Shares to be admitted to the Official List maintained by the UK Listing Authority and to be admitted to trading by the London Stock Exchange plc on its main market for listed securities ('Admission'). Admission of and dealings in the Placing Shares are expected to take place at 8.00 am (London) on 17 August 2009.

Each participant in the Placing will represent, warrant and acknowledge that, unless otherwise agreed, it is outside the United States and is subscribing for the Placing Shares in an 'offshore transaction' within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the 'Securities Act').  

UBS Limited is acting exclusively for the Company and for no one else in relation to the Transaction and the proposed Placing and will not regard any other person as a client in relation to the Placing and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the Transaction or the Placing, or any other matters referred to in this announcement. 

Investec Bank plc is acting exclusively for the Company and for no one else in relation to the Transaction and the proposed Placing and will not regard any other person as a client in relation to the Placing and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the Transaction or the Placing, or any other matters referred to in this announcement.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction to whom or in which such offer, invitation or solicitation is unlawful.

This announcement (including the appendix hereto) and the information contained herein and therein is not an offer of securities for sale or solicitation or an offer to buy any securities in the United States. This announcement and the information contained herein is not for distribution in or into the United States. The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Placing Shares may not be offered, sold, or otherwise transferred or delivered within the United States absent registration or in transactions exempt from, or not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States. 

This distribution of this announcement, any related documents, and the offer, sale and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken to permit a public offer of the Placing Shares or possession or distribution of this announcement. Persons into whose possession this announcement (or any other offer or publicly material or application form relating to the Placing Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Placing Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan or the Republic of South Africa and their respective territories and possessions. The issue of the Placing Shares has not been and will not be registered under the applicable securities laws of the United States of America, Canada, Australia, the Republic of South Africa or Japan. 

Any indication in this announcement of the price at which ordinary shares in the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. 

The contents of this announcement are the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by UBS, Investec or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is hereby expressly disclaimed. 

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

Forward Looking Statements

All statements contained in this announcement other than statements of historical fact, are 'forward-looking statements',. Forward-looking statements include, without limitation, statements about the current beliefs and expectations of the Directors. In some cases, the words 'expect', 'anticipate', 'estimate', 'may', 'should', 'plans', 'intends', 'will', 'believe', and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. These statements are based on the Directors' expectations of external conditions and events, current business strategy, plans and other objectives of management for future operations, and estimates and projections of the Company's financial performance. Though the Directors believe these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward-looking statements involve known and unknown risks and uncertainties and speak only as of the date they are made. Forward-looking statements are not guarantees of future performance. Investors are hereby cautioned that certain important factors could cause actual results, outcomes, performance or achievements of the Company or industry results to differ materially from those expressed or implied in forward-looking statements. Except as required by the Listing Rules, the Disclosure Rules and Transparency Rules, the Prospectus Rules, the London Stock Exchange or otherwise by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Directors' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The statements in this announcement regarding the enhancement of earnings per share do not constitute profit forecasts nor should they be interpreted to mean that the earnings per share of the Company for the current or future financial years will necessarily match or exceed the historical published earnings per share of the Company. 

This announcement does not constitute a recommendation concerning the Placing. The value of shares can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Placing for the individual concerned.

APPENDIX

Further information on the Placing

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN, AND ANY OFFER MADE SUBSEQUENTLY, 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, AS AMENDED ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE') (A 'QUALIFIED INVESTOR') AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) 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 AND IN EACH CASE WHO HAVE BEEN INVITED TO TAKE PART IN THE PLACING BY EITHER UBS OR INVESTEC (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). 

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS A PART) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS A PART) RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  

THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS A PART) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE INVITATION OR SOLICITATION OF AN OFFER TO BUY OR ACQUIRE THE PLACING SHARES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME IS UNLAWFUL.

THE PLACING SHARES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT') OR WITH ANY REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT . THE PLACING SHARES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, 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 IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. 

THIS ANNOUNCEMENT AND ANY SUBSEQUENT OFFER MADE 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 OR OTHERWISE IN CIRCUMSTANCES WHICH HAVE NOT RESULTED AND WHICH WILL NOT RESULT IN AN OFFER TO THE PUBLIC IN ANY MEMBER STATE IN THE EEA. 

Persons choosing to participate in the Bookbuilding Process (as defined in this appendix) and the Placing ('Placees') and any person acting on such persons' behalf will be deemed to have read and understood this appendix in its entirety (including, without limitation, the terms and conditions) and will be deemed to be making any offer to participate and to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in 'Representations and Warranties' in this appendix. 

In particular, each such Placee and any person acting on such Placee's behalf represents, warrants, acknowledges, agrees and confirms that: 

it 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; 

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: 

it is a Qualified Investor; and 

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, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons. 

The Company, UBS, Investec and their respective Affiliates and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements contained herein as a basis for exemption of the sale of the Placing Shares under the Securities Act, under the securities laws of all applicable states and for other purposes. The Placee agrees to notify promptly the Company, UBS and Investec if any of the acknowledgements, representations or warranties set forth herein are no longer accurate.

Each of the Company, UBS, Investec and their respective Affiliates are irrevocably authorised to produce this appendix or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

This announcement (including this appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the United States, Australia, Canada, Japan or South Africa. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or in any 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, UBS, Investec or any of their respective Affiliates that would permit an offer of such 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 each of the Joint Bookrunners to inform themselves about and to observe any such restrictions. 

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

In this appendix, unless the context otherwise requires, the Company means MITIE Group PLC and Placee includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given. 

Details of the Placing Agreement and the Placing Shares 

Pursuant to a placing agreement between UBS, Investec and the Company (the 'Placing Agreement'), each of the Joint Bookrunners has, on the terms and subject to the satisfaction of certain conditions and in reliance upon the representations, warranties and undertakings given by the Company in the Placing Agreement, undertaken to use its reasonable endeavours to act as agent for and on behalf of the Company to procure Placees for the Placing Shares and has undertaken to underwrite the Placing Shares in equal proportion with the other Joint Bookrunner. 

The issue of the Placing Shares is to be effected by way of a cash box placing.

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 2.5 pence per share in the capital of the Company, with the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares. 

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of any of its ordinary shares in the period from the date of this Announcement until 90 days after Admission without the Joint Bookrunners' prior consent.

Application for listing and admission to trading 

Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted, respectively, to the Official List of the UK Listing Authority and to trading on the London Stock Exchange on its main market for listed securities (together 'Admission'). It is expected that Admission will take place on or before 17 August 2009 and that dealings in the Placing Shares on the main market for listed securities of London Stock Exchange plc will commence at the same time. 

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

Bookbuilding Process 

Commencing today, UBS and Investec will be conducting an accelerated bookbuilding process (the 'Bookbuilding Process') to determine demand for participation in the Placing by the 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 Joint Bookrunners and the Company will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Bookbuilding Process 

The Joint Bookrunners are arranging the Placing as agent for and on behalf of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by UBS or Investec to participate. 

By participating in the Bookbuilding Process and the Placing, Placees will be deemed to have read and understood this announcement (including this appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this appendix. 

Persons who are eligible to participate in the Bookbuilding Process and the Placing should communicate their bid by telephone to their usual sales contact at UBS or Investec. Each bid should state the number of shares in the Company which a prospective Placee wishes to acquire or the total monetary amount which it is offering to subscribe. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. 

Each of the Joint Bookrunners and their respective Affiliates (as defined below) are entitled to participate as principal in the Bookbuilding Process. 

The obligations of a Placee will be owed by the Placees to the Company and to each of the Joint Bookrunners through whom the Placee submitted its bid. 

The Bookbuilding Process will establish a single price (the 'Placing Price') payable to UBS or Investec, as appropriate, by all Placees. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between UBS, Investec and the Company following completion of the Bookbuilding Process and any discount to the market price of the Placing Shares will be determined in accordance with the Listing Rules. The Company will make a further announcement on a Regulatory Information Service ('RIS') following the close of the Bookbuilding Process detailing the Placing Price (the 'Pricing Announcement').  

The timing of the closing of the books, pricing and allocations is at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners and the Company may, at their sole discretion, accept bids that are received after the Bookbuilding Process has closed. The Joint Bookrunners and the Company reserve the right to reduce or seek to increase the amount to be raised at their sole discretion. 

A bid in the Bookbuilding Process will be made on the terms and conditions in this appendix and, except with UBS's or Investec's consent, will not be capable of variation or revocation after the time at which it is submitted. 

To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective holding companies, subsidiaries, branches or associated undertakings or any subsidiary, branch, affiliate or associated undertaking of any such holding company nor any of their respective directors, officers or employees (each an 'Affiliate') shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, each of the Joint Bookrunners and their respective Affiliates shall not have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. 

If successful, each Placee's allocation of Placing Shares, and the Placing Price, will be confirmed to Placees orally by the Joint Bookrunner through whom the placee submitted its bid as soon as practicable following the close of the Bookbuilding Process and a conditional advice note will be dispatched as soon as practicable thereafter. A Joint Bookrunner's oral confirmation to any such Placee will constitute a legally binding commitment upon such Placee, in favour of UBS or Investec, as appropriate, and the Company, 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 Memorandum and Articles of Association. 

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to UBS or Investec, as appropriate, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. 

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

Conditions of the Placing 

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

Each of the Joint Bookrunners obligations under the Placing Agreement are, and the Placing is, conditional on, inter alia: 

• the publication by the Company of the Announcement (as defined in the Placing Agreement) through a Regulatory Information Service by no later than 7.00 a.m. on the date of the Placing Agreement (or such later date and/or time as the Joint Bookrunners may in their absolute discretion determine in consultation with the Company);

• the publication by the Company of the Final Press Announcement (as defined in the Placing Agreement) through a Regulatory Information Service by no later than 6.00 p.m. on the date of the Placing Agreement (or such later date and/or time as the Joint Bookrunners may in their absolute discretion determine in consultation with the Company);

• the representations and warranties given by the Company in the Placing Agreement (the 'Warranties') being true, accurate and not misleading as at: (i) the date of the Placing Agreement; and (ii) the Closing Date (as defined in the Placing Agreement), by reference to the circumstances at the relevant time and no matter having arisen on or prior to Admission (as defined in the Placing Agreement) which might reasonably be expected to give rise to a claim under the Placing Agreement;

• the Company being in compliance with its obligations under the Placing Agreement which are required to be performed or satisfied on or prior to Admission and the terms and conditions of the Placing, save to the extent that any non-compliance is not material in the context of the Placing and/or Admission;

• by no later than 7.00 a.m. on the Closing Date, the Joint Bookrunners having received the Closing Opinions (as defined in the Placing Agreement) dated as of the Closing Date;

• by not later than 7.00 a.m. on the Closing Date, the Joint Bookrunners having received a certificate of an authorised representative of the Company in the form set out in the Placing Agreement, dated as of the Closing Date;

• Admission occurring not later than 8.00 a.m. on the Closing Date (or such later date and/or time as the Joint Bookrunners and the Company may agree);

• the Company allotting, subject only to Admission, the Placing Shares to the Placees or the Joint Bookrunners (as the case may be) in accordance with the Placing Agreement;

• The Joint Bookrunners receiving certain documents at or as soon as practicable after execution of the Placing Agreement, in accordance with the terms of the Placing Agreement;

• each of the JerseyCo Agreements (as defined in the Placing Agreement) having been duly executed and delivered by the parties thereto on or prior to execution of the Placing Agreement and being in full force and effect and there having occurred no default or material breach by the Company or JerseyCo (as defined in the Placing Agreement) of the terms of such agreements immediately prior to Admission; and

• the agreement between the Company and Dalkia plc in connection with the proposed acquisition by the Company of Dalkia energy and Technical Services Limited and Parkersell Limited (the 'Acquisition') having become unconditional in all respects on or prior to execution of the Placing Agreement and being in full force and effect and there having occurred no default or breach by any party thereto on or before Admission and such agreement not having been varied, modified, supplemented, rescinded or terminated in whole or in part (save to the extent that the Joint Bookrunners have consented in writing to such variation, modification or supplementation) and the Company having not failed to enforce its rights thereunder in accordance with its terms or granted any waiver or indulgence in relation to any obligation thereunder or extension of time for its performance, (save to the extent that the Joint Bookrunners have consented to any such action) which in any case is, in the opinion of the Joint Bookrunners (acting reasonably), material in the context of the Placing and/or Admission.

If the conditions in the Placing Agreement are not satisfied or waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Joint Bookrunners may in their absolute discretion agree in consultation with the Company), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' 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) in respect thereof. 

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in these circumstances and under 'Right to terminate under the Placing Agreement' below and will not be capable of rescission or termination by it after oral confirmation from UBS or Investec, as appropriate, following the close of the Bookbuilding Process. 

The Joint Bookrunners may, in their absolute discretion and upon such terms as it thinks fit, waive compliance or extend the time and/or date for fulfilment by the Company with the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this appendix. 

None of UBS, Investec, the Company or any of their respective Affiliates 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. 

Right to terminate under the Placing Agreement 

The Joint Bookrunners may, in their absolute discretion, by notice given to the Company terminate the Placing Agreement at any time prior to Admission if, inter alia: 

• there shall have been a breach (by any party other than the Joint Bookrunners) of any of the representations, warranties or undertakings contained in the Placing Agreement or there has been a breach of any other provision of the Placing Agreement or any of the Warranties contained in the Placing Agreement is not or has ceased to be, true, accurate and not misleading;

• any statement contained in the Placing Documents (as defined in the Placing Agreement) has become or been discovered to be untrue, inaccurate or misleading, or any matter has arisen which would, if any of the Placing Documents were to be issued at that time, constitute a material omission therefrom;

• in the opinion of the Joint Bookrunners (acting in good faith), there has been a Material Adverse Change (as defined in the Placing Agreement) (whether or not foreseeable at the date of the Placing Agreement);

• any of the conditions set out in the Placing Agreement (detailed above) is not satisfied or waived by the Joint Bookrunners or if any matter or circumstance, arises as a result of which it is reasonable to expect that any of the conditions will not be satisfied at the required time(s) and continue to be satisfied at Admission;

• there having occurred or it being reasonably likely that there will occur in each case, in the opinion of the Joint Bookrunners: (a) any material adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or in the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; (b) trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange or on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ Stock Market or the London Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in the United Kingdom or in a member or associate member of the European Union; (c) any actual adverse or prospective adverse change or development in United States or United Kingdom taxation or taxation in a member or associate member of the European Union materially and adversely, affecting any member of the Group, the Placing Shares or the transfer thereof or exchange controls have been imposed by the United States or the United Kingdom; or (d) a banking moratorium has been declared by the United States or the United Kingdom or a member or associate member of the European Union.

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 in respect thereof. 

By participating in the Placing, each Placee agrees with the Company, UBS and Investec that the exercise by the Company, UBS or Investec 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, UBS or Investec (as the case may be) and that neither the Company, UBS nor Investec need make any reference to such Placee and that neither the Company, UBS nor Investec nor any of their 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. 

No Prospectus 

No prospectus or other offering document has been or will be submitted to be approved by the FSA, or by the competent authority in any other jurisdiction, in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this appendix) and the Pricing Announcement. Each Placee, by participating in the Bookbuilding Process and, if relevant, the Placing, confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of UBS, Investec or the Company other than the content of this announcement (including this appendix) and the Pricing Announcement and neither UBS, Investec nor the Company nor any person acting on such person's behalf nor any of their holding companies, subsidiaries, branches, affiliates or associated undertakings or any subsidiary, branch, affiliate or associated undertaking of any such holding company nor any of their respective directors, officers or employees, has or shall have any liability for any Placee's decision to participate in the Bookbuilding Process and, if relevant, the Placing, based on any other information, representation, warranty or statement including (but not limited to) any publicly available or filed information. Each Placee acknowledges, agrees and warrants that it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Bookbuilding Process and, if relevant, the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. 

Registration and Settlement 

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. UBS, Investec and the Company reserve the right to require settlement for, and delivery to Placees of, the Placing Shares by such other means as they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this announcement and appendix 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 conditional advice note stating the number of Placing Shares allocated to it, the Placing Price and the aggregate amount owed by such Placee to UBS or Investec, as appropriate. In agreeing to acquire the number of Placing Shares set out in the conditional advice note, such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST instructions or the certificated settlement instructions which it has in place with UBS or Investec, as appropriate. 

Settlement through CREST will be on a T+3 basis unless otherwise notified by the Joint Bookrunners. 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above prevailing LIBOR as determined by the Joint Bookrunners. 

Each Placee is deemed to agree that if it does not comply with these obligations, UBS or Investec as appropriate, may sell any or all of the Placing Shares allocated to it on such Placee's behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. 

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.  

No participant will be entitled to receive any fee or commission in connection with the Placing. 

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

Representations and warranties 

By participating in the Bookbuilding Process and the Placing, each Placee and any person acting on such Placee's behalf represents, warrants, acknowledges and agrees that: 

• it has received and read this announcement (including this appendix) in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein; 

• it has not received a prospectus or other offering document in connection with the placing of the Placing Shares and acknowledges that no prospectus or other offering document has been or will be prepared in connection with the placing of the Placing Shares; 

• the content of this announcement is exclusively the responsibility of the Company and that neither UBS, Investec nor their respective Affiliates nor any person acting on any such person's behalf has or shall have any liability for any information or representation relating to the Company or the Placing. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation; 

• it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing; 

• the Company's existing ordinary shares are listed on the Official List of the FSA, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA which includes a description of the nature of the Company's business and its most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

• it has neither received nor relied on any other information, representation, warranty or statement made by UBS, Investec or the Company and neither UBS, Investec nor the Company or any of their respective Affiliates will be liable 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 further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Bookbuilding Process and the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation; 

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

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

• the Placing Shares have not been registered or otherwise qualified, and will not be 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, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan or South Africa; 

• it and/or each person on whose behalf it is participating: 

  • is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions; 

  • has fully observed such laws; 

  • 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 

  • 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; 

• the Placing Shares are being offered and sold in a transaction not involving a public offering of securities in the United States (within the meaning of Section 4(2) of the Securities Act), and the Placing Shares have not been and will not be registered under the Securities Act and may not be offered, sold, taken up or delivered, directly or indirectly, in or into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

• subject to certain exceptions, the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act; 

• unless otherwise agreed, the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer and sale of Placing Shares to it;

• if in the future it decides to dispose of any of the Placing Shares, it shall do so only in compliance with the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States, as then in effect;

• it is subscribing for or purchasing the Placing Shares for its own account (or for the account of its affiliates or funds managed by it or its affiliates with respect to which it has investment discretion), not with a view to, or for resale in connection with, the distribution, directly or indirectly, of the Placing Shares, into the United States;

• where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account (i) to acquire the Placing Shares for each managed account, and (ii) to execute and deliver an investment letter in the form provided to it by UBS or Investec, as appropriate on behalf of each managed account. Each Placee agrees to indemnify and hold the Company, UBS and Investec 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 and warranties in this paragraph 16. Each Placee agrees that the provisions of this paragraph 16 shall survive the resale of the Placing Shares by or on behalf of the managed accounts; 

• if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; 

• the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability; 

• 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 (2007) (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; 

• 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; 

• 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 FSMA; 

• it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state); 

• it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 

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

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

• it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations; 

• it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement (including this appendix) and the conditional advice note on the due time and date set out therein, failing which the relevant Placing Shares may be placed with other acquirers or sold at such price as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf; 

• participation in the Placing is on the basis that it is not and will not be a client of UBS or Investec and that neither of UBS nor Investec have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of each of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions; 

• the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither UBS, Investec nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, UBS and Investec in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of Apollo Nominees Ltd (CREST Participant ID: 002) as nominee for the Placee who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; 

• any agreements or obligations entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreement or obligation, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, UBS or Investec 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; 

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

• Each of the Joint Bookrunners may (in 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; 

• the Company, UBS, Investec and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to UBS and Investec on its own behalf and on behalf of the Company and are irrevocable; and 

• it shall indemnify and hold the Company, UBS and Investec 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. 

• Except in circumstances where a Placee is in breach of the warranty given in paragraph 16, no UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee. 

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty reserve tax, for which neither the Company, UBS nor Investec will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, UBS and Investec in the event that either the Company, UBS or Investec has incurred any such liability to UK stamp duty or stamp duty reserve tax. 

Stamp, registration, documentary, transfer and similar taxes or duties payable outside the UK will be the responsibility of the relevant Placee and the Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties forthwith and to indemnify on an after-tax basis and to hold harmless the Company, UBS and Investec in the event that either the Company, UBS or Investec has incurred any such liability to such taxes or duties. 

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

UBS, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and no-one else in connection with the Placing and other matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing or any other matter referred to in this announcement. 

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and no-one else in connection with the Placing and other matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing or any other matter referred to in this announcement. 

When a Placee or person acting on behalf of the Placee is dealing with UBS or Investec, as appropriate, any money held in an account with UBS or Investec, as appropriate, on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money (within the meaning of the rules and regulations of the FSA made under FSMA) which, therefore, will not require UBS or Investec, as appropriate, to segregate such money, as that money will be held by it under a banking relationship and not as a trustee. 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Each Placee and each person acting on behalf of the Placee acknowledges that neither of UBS nor Investec nor any of their respective Affiliates, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, representations, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination rights. 

All times and dates in this announcement may be subject to amendment. UBS or Investec, as appropriate, shall notify the Placees and any person acting on behalf of the Placees of any changes. 

Definitions 

In this announcement, unless the context otherwise requires: 

'Closing Date' means the date to be agreed between the Joint Bookrunners and the Company, expected to be the date three business days from the date of this announcement; 

'FSA' means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission of securities to the Official List otherwise than in accordance with Part VI of FSMA; 

'Investec' means Investec Bank plc, a public company registered in England and Wales whose registered office is 2 Gresham Street, London EC2V 7QP;

'Joint Bookrunners' means UBS and Investec;

'Listing Rules' means the listing rules produced by the FSA under Part VI of FSMA and forming part of the FSA's Handbook of rules and guidance, as amended from time to time; 

'Placing' means the placing of the Placing Shares by each of the Joint Bookrunners on behalf of the Company pursuant to the provisions of the Placing Agreement; 

'Regulation S' means Regulation S promulgated under the Securities Act; 

'UBS' or 'UBS Investment Bank' means UBS Limited, a company registered in England and Wales whose registered office is 1 Finsbury Avenue, London EC2M 2PP; 

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and  

'United States' means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

 

END

 

 

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