Placing of Equity
T2 Income Fund Limited
22 June 2007
Not for release, publication or distribution in, or into, the United States,
Australia, Canada or Japan
22 June 2007
T2 Income Fund Limited
PLACING OF UP TO 5 MILLION NEW ORDINARY SHARES
T2 Income Fund Limited ('T2' or the 'Company') today announces it is placing up
to 5 million new ordinary shares at a price of 101.75p (the 'Placing'). This
represents up to approximately 13 per cent of T2's issued ordinary share capital
immediately prior to the Placing.
Use of proceeds
The net proceeds of the Placing will be used to invest primarily in debt
securities of small to medium sized companies in accordance with the Company's
investment policy.
Enquiries:
T2 Income Fund Limited:
Patrick Conroy, +1 203 983 5282
Grant Thornton Corporate Finance (Nominated Adviser):
Philip Secrett, +44 (0) 870 991 2578
JPMorgan Cazenove:
Angus Gordon Lennox, + (0) 44 207 588 2828
Details of the Placing
T2 intends to place up to 5 million new ordinary shares, representing up to
approximately 13 per cent of T2's issued ordinary share capital immediately
prior to the Placing, with institutional and other investors (the 'Placing
Shares'). The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated book-building process to be carried
out by JPMorgan Cazenove. The books will open with immediate effect. The
timing of the closing of the books, pricing and allocations is at the discretion
of T2 and JPMorgan Cazenove although the book-building is expected to close not
later than 4.30pm (London time) today. The number of Placing Shares and the
price at which the Placing Shares are to be placed (the 'Placing Shares') will
be agreed by T2 and JPMorgan Cazenove at the close of the book-building process.
The Result of the Placing will be announced as soon as practicable after the
close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari
passu with the Company's existing ordinary shares, including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue of the Placing Shares.
Application has been made for admission of such Shares to trading on the AIM
Market of the London Stock Exchange plc. Grant Thornton Corporate Finance acts
as Nominated Adviser to the Company. Dealings in the Placing Shares are
expected to commence on 27 June 2007. Following admission of these Placing
Shares there will be 43,000,000 ordinary shares in issue.
Settlement of the Placing Shares will be on a T + 3 basis and is expected to
occur on 27 June 2007.
Appendix One to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.
General
JPMorgan Cazenove is acting for the Company and no-one else in relation to the
Placing and will not be responsible to any person other than the Company for
providing the protections afforded to clients or for providing advice in
relation to the Placing or in relation to the contents of this announcement or
any other transaction, arrangement or matter referred to herein.
This announcement is for information purposes only and does not constitute an
offer to issue or sell, or the solicitation of an offer to acquire or buy, any
securities to any person in any jurisdiction. In particular, this announcement
does not constitute an offer to issue or sell, or the solicitation of an offer
to acquire, buy or subscribe for, any securities in the United States, Canada,
Australia and Japan.
The Placing Shares have not been, nor will they be, registered under the
Securities Act or with any securities regulatory authority of any State or other
jurisdiction of the United States, and accordingly may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, registration under the Securities Act. No public
offering of the Placing shares will be made in the United States. The Placing
Shares are being offered and sold outside the United States to persons who are
not U.S. persons as defined in and in accordance with Regulation S under the
Securities Act ('U.S. Persons'). The Company has not been and will not be
registered under the Investment Company Act and investors will not be entitled
to the benefits of such registration.
Appendix One
Terms and Conditions
This announcement, including the Appendix (together 'this Announcement'), is not
for distribution directly or indirectly in or into the United States, Canada,
Australia or Japan or any jurisdiction into which the same would be unlawful.
This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire shares in the capital of the Company
in the United States, Canada, Australia or Japan or any jurisdiction in which
such an offer or solicitation is unlawful. The shares in the Company referred
to in this Announcement have not been and will not be registered under the
United States Securities Act of 1933, as amended ('Securities Act') and may not
be offered or sold within the United States absent registration or an exemption
from registration. No public offering of securities will be made in the United
Kingdom, United States or elsewhere.
This Announcement has been issued by and is 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 JPMorgan Cazenove or by any of its 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 expressly
disclaimed.
JPMorgan Cazenove is acting for the Company in connection with the Placing and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of JPMorgan Cazenove nor for
providing advice in relation to the Placing.
The distribution of this Announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by the
Company or JPMorgan Cazenove that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement comes
are required by the Company and JPMorgan Cazenove to inform themselves about,
and to observe, and such restrictions.
Certain statements in this Announcement are forward-looking statements which are
based on the Company's, expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as of the
date of such statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
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.
APPENDIX: FURTHER DETAILS OF THE PLACING
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER');
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to subscribe for Placing Shares (the 'Placees'),
will be deemed to have read and understood this Announcement, including this
Appendix, in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular
each such Placee represents, warrants and acknowledges that it is:
(a) a Relevant Person (as defined above) 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; and
(b) outside the United States and is subscribing for the Placing Shares
in an 'offshore transaction' (within the meaning of Regulation S under the
Securities Act)
This Announcement 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 in which such offer or solicitation is or may be unlawful. This
Announcement and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United States, Canada,
Australia or Japan or in any jurisdiction in which such publication or
distribution is unlawful. No public offer of securities of the Company is being
made in the United Kingdom, United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been
and will not be registered under the Securities Act and may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or
as part of a transaction not subject to, the registration requirements of the
Securities Act.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia or
Japan. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or 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. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or the
announcement of which it forms part should seek appropriate advice before taking
any action.
Details of the Placing Agreement and the Placing Shares
JPMorgan Cazenove Limited ('JPMC') has entered into a Placing Agreement (the
'Placing Agreement') with the Company under which JPMC has, on the terms and
subject to the conditions set out therein, undertaken to procure subscriptions
for the Placing Shares at the Placing Price.
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 in the
capital of the Company ('Ordinary Shares').
In this Appendix, unless the context otherwise requires, Placee means a person
(including individuals, funds or others) on whose behalf a commitment to
subscribe for Placing Shares has been given.
Application for listing and admission to trading
Application will be made for admission of the Placing Shares to trading on the
AIM market of London Stock Exchange plc ('AIM')('Admission'). It is expected
that Admission will become effective on or around 27 June 2007 and that dealings
in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
Each Placee's allocation will be confirmed to Placees orally by JPMC following
the close of the Placing, and a trade confirmation will be dispatched as soon as
possible thereafter. JPMC's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that point
become a Placee) to subscribe for 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 also have an immediate, separate, irrevocable and binding
obligation, owed to JPMC, 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 subscribe.
Conditions of the Placing
JPMC's obligations under the Placing Agreement in respect of the Placing Shares
are conditional on the Company allotting the Placing Shares and resolving to
issue certificates in respect of the Placing Shares in favour of the Placees.
If (i) any condition in relation to the Placing Shares is not fulfilled, (ii)
the condition becomes incapable of being fulfilled or (iii) the Placing
Agreement is terminated in the circumstances specified below, the Placing in
relation to the Placing Shares will lapse 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.
By participating in the Placing each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
will not be capable of rescission or termination by it.
Right to terminate under the Placing Agreement
JPMC is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by
giving notice to the Company.
By participating in the Placing Placees agree that the exercise by JPMC of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of JPMC and that it need not make any reference
to Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved
by the FSA in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. Each
Placee, by accepting a participation in the Placing, agrees that the content of
this Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company or
JPMC or any other person and neither JPMC nor the Company 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.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B0CL3P62) following
Admission will take place within the CREST system, subject to certain
exceptions. JPMC reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to JPMC 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 standing
CREST or certificated settlement instructions that it has in place with JPMC.
It is expected that settlement will be on a T+3 basis in accordance with the
instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by JPMC.
Each Placee is deemed to agree that, if it does not comply with these
obligations, JPMC may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for JPMC's 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 may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in 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 my liability to UK stamp duty or
stamp duty reserve tax.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf):
1 represents and warrants that it has read this Announcement,
including the Appendix, in its entirety;
2 acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and represents and
warrants that it has not received a prospectus or other offering document in
connection therewith;
3 acknowledges that the Ordinary Shares are listed on AIM, and the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM, which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty;
4 acknowledges that neither JPMC nor the Company nor any of their
affiliates nor any person acting on behalf of any of them has provided, and will
not provide it, with any material regarding the Placing Shares or the Company
other than this Announcement; nor has it requested any of JPMC, the Company, any
of their affiliates or any person acting on behalf of any of them to provide it
with any such information;
5 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither JPMC nor any
person acting on its behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement prospectus or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in this
Announcement and any information previously published by the Company by
notification to a Regulatory Information Service, such information being all
that it deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of JPMC or the
Company and neither JPMC nor the Company will be liable for any Placee's
decision to accept an 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 Placing;
6 acknowledges that neither JPMC nor any person acting on behalf
of it nor any of its affiliates has or shall have any liability for any publicly
available or filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
7 acknowledges that the Placing Shares have not been and will not
be registered under the Securities Act or with any State or other jurisdiction
of the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or any
other United States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act;
8 represents and warrants that it is not a 'benefit plan investor'
(within the meaning of the US Employee Retirement Income Security Act of 1974,
as amended ('ERISA')), or other employee benefit plan subject to any US federal,
state, local or other law or regulation that is substantially similar to the
prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the
US Internal Revenue Code of 1986, as amended, and that it will not sell or
otherwise transfer any Placing Shares or any interest therein unless the
transferee makes or is deemed to make the representations and warranties set
forth in this section (yy), and the purchaser acknowledges and agrees that any
purported transfer of Placing Shares or any interest therein that does not
comply with this section (yy) will not be effective and will not be recognised
by the Company;
9 represents and warrants that it is, or at the time the Placing
Shares are acquired that it will be, the beneficial owner of such Placing
Shares, or that the beneficial owner of such Placing Shares is not a resident of
Australia, Canada or Japan;
10 acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of the United States, Australia,
Canada or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;
11 represents and warrants that the issue 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 the Placing Shares are not
being acquired in connection with arrangements to issue depositary receipts or
to transfer Placing Shares into a clearance system;
12 represents and warrants that it has complied with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations
2003 (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;
13 if a financial intermediary, as that term is used in Article 3(2)
of the EU Prospectus Directive 2003/71/EC, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a Member State of the European Economic
Area which has implemented the Prospectus Directive other than qualified
investors, or in circumstances in which the prior consent of JPMorgan Cazenove
has been given to the offer or resale;
14 represents and warrants that it has not offered or sold and, prior
to the expiry of a period of six months from Admission, will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the FSMA;
15 represents and warrants that 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 in 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);
16 represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
17 represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;
18 represents and warrants that 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
in the Placing 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;
19 undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as JPMC may in its
sole discretion determine and without liability to such Placee;
20 acknowledges that none of JPMC, nor any of its affiliates, nor any
person acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placees and that participation in the Placing is on the
basis that it is not and will not be a client of JPMC and that JPMC has no
duties or responsibilities to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any of
its rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
21 undertakes that the person who it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case
may be. Neither JPMC 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 and JPMC in
respect of the same on the basis that the Placing Shares will be allotted to the
CREST stock account of JPMC who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement instructions;
22 acknowledges that any agreements entered into by it pursuant to
these terms and conditions shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, 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 or JPMC 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;
23 agrees that the Company, JPMC and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to JPMC on its own
behalf and on behalf of the Company and are irrevocable; and
24 agrees to indemnify and hold the Company, JPMC and their respective
affiliates 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.
The agreement to settle a Placee's acquisition (and/or the acquisition of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to an acquisition
by it and/or such person direct from the Company for the Placing Shares in
question. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such arrangements, or
the settlement related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor JPMC
will be responsible. If this is the case, each Placee should seek its own advice
and notify JPMC accordingly.
In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the subscription by them
of any Placing Shares or the agreement by them to subscribe for any Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with JPMC, any
money held in an account with JPMC 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 the FSMA. The Placee
acknowledges that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be segregated from
JPMC's money in accordance with the client money rules and will be used by JPMC
in the course of its own business; and the Placee will rank only as a general
creditor of JPMC.
All times and dates in this Announcement may be subject to amendment. JPMC shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS
The company news service from the London Stock Exchange