Issue of Equity

RNS Number : 6000C

Spice PLC

03 September 2008

 

EMBARGOED FOR RELEASE UNTIL 0700 ON 3 SEPTEMBER 2008       

Spice plc ("Spice" or "the Company")

Placing

3 September 2008

Spice is pleased to announce a conditional placing by KBC Peel Hunt with institutional investors of 49,019,610 new Ordinary Shares of two pence each at price of 102 pence per Placing Share (assuming the resolution to subdivide each of the existing ordinary shares of 10 pence each of the Company into five Ordinary Shares of two pence each is passed at the AGM later today) to raise approximately £50 million (approximately £49.0 million after expenses). The Placing has been underwritten by KBC Peel Hunt. 

Key points

• Conditional placing to raise approximately £50 million at a price of 102 pence per share, approximately £49.0 million net of expenses;

• Placing expected to marginally dilute earnings per share (before amortisation of intangible fixed assets and exceptional items) by approximately one per cent. in year ending 30 April 2010;

• Net Placing proceeds will be used to reduce current levels of bank debt;

• Placing expected to improve the ratio of debt to EBITDA and enhance interest cover;

• Interest margin payable is expected to reduce;

• Committed bank facility headroom expected to increase to approximately £80 million out of total £170 million bank facility;

• Admission of the Placing Shares to the Official List and to trading on the London Stock Exchange is expected to take place on 30 September 2008; and

• Placing expected to help improve market liquidity in the Company's shares.

For further information, please contact:

Spice plc                                  Tel:    [phone]

Simon Rigby, Chief Executive Officer

Oliver Lightowlers, Group Finance Director

Andy Catchpole, Group Strategy and Development Director

KBC Peel Hunt                       Tel:    [phone]

Julian Blunt

Daniel Harris

Financial Dynamics                Tel:    [phone]

Billy Clegg

Caroline Stewart

  NOTES TO EDITORS

Spice plc

Spice is a total utility infrastructure support services business. The Group's operations were founded in 1996 and have their origins in the electricity industry, though the range of activities has since been expanded into the water sector, niche telecommunications services, statutory gas inspections, energy management and facilities management. Spice's businesses have a common theme of delivering and co-coordinating infrastructure services to customers, and the technological element within the product mix has been built up significantly over the course of the last three years.

FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements, including, without limitation, statements containing the words "believes", "anticipates", "expects", and similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such forward-looking statements in this announcement to reflect future events or developments.

  EMBARGOED FOR RELEASE UNTIL 0700 ON 3 SEPTEMBER 2008

SPICE PLC

Placing

3 September 2008

1.    Introduction

The Company is pleased to announce a conditional Placing of 49,019,610 new Ordinary Shares at 102 pence per Ordinary Share to raise approximately £50 million before expenses. The issue of the Placing Shares will represent an increase of 16.3 per cent. in the issued ordinary share capital of the Company.

Shareholders will today be sent a circular setting out the details of the Placing and notice of an Extraordinary General Meeting convened for 10.00 a.m. on 29 September 2008. 

2.    The Placing

The Company has conditionally raised approximately £50 million (approximately £49.0 million, net of expenses) through the issue of 49,019,610 new Ordinary Shares at 102 pence per share. Pursuant to the terms of the Placing Agreement, KBC Peel Hunt has agreed to procure subscribers for the Placing Shares at the Placing Price or to subscribe itself for any Placing Shares as underwriter.

The Placing Price is equivalent to a discount of approximately 5.4 per cent. to the closing mid-market price on 2 September 2008, being the last dealing day prior to the publication of this document.

The Placing Shares will represent approximately 14.0 per cent. of the enlarged issued ordinary share capital of the Company immediately following Admission.

The issue of the Placing Shares is conditional, inter alia, upon the passing of the EGM Resolutions, the publication of a prospectus in relation to the Admission of the Placing Shares, the Placing Agreement not being terminated in accordance with its terms and Admission taking place not later than 9.00 a.m. on 17 October 2008. Application will be made for Admission and it is anticipated that dealings in the Placing Shares will commence on 30 September 2008. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared or paid thereon following Admission.

The Directors believe that raising equity by way of a placing of new shares is the most appropriate mechanism for raising additional equity at the present time. A general offer to Shareholders by way of a rights issue or other pre-emptive issue is not considered appropriate having regard to time and cost considerations.

3.    Current trading and prospects

Spice has started the new financial year well, building upon the record results reported for the year ended 30 April 2008, and the Group's trading for the period from 1 May to 31 July 2008 was in line with the Board's expectations. Trading conditions within our electricity and energy markets remain particularly favourable where we have continued to make good progress. 

Our Distribution Division (comprising our Electricity, Gas, Facilities, Telecoms and Water businesses) has secured contracts with Scottish Power, where we are upgrading perimeter security surrounding critical infrastructure, and with One Vision Housing, where we are providing gas maintenance and compliance services. The Group is particularly pleased to have secured its first specialist facilities management and maintenance contract with EDF Energy for their operational property. Through utilising the skills of our Facilities business, the Group also hopes to widen its market to encompass other utilities. 

In July, we acquired British Power International which significantly enhances our capability to offer higher value consultancy services through adding highly skilled and scarce resource to the Group. Since acquisition, BPI has secured various small project wins. We believe that BPI will deliver a number of cross selling opportunities for our Electricity, Energy and Billing businesses. 

Within the current economic environment, efficiency is becoming a key driver for our commercial clients. We believe that the Group is well placed to innovate in order to maintain and to win market shares in this tougher environment. The economic environment is also giving rise to a number of attractive acquisition opportunities, in particular within our electricity and energy markets, which we are seeking to develop and exploit. 

The Board believes that the opportunities created by the current economic climate combined with regulatory drivers means Spice is well positioned and that the markets in which we operate continue to offer further growth opportunities. Spice continues to look to the future with confidence. 

4.    Background to and reasons for the Placing

Over recent years, the Group has principally used bank debt to fund the various acquisitions that have been completed. The margin payable on the Group's bank debt is determined by the ratio of debt to EBITDA, using a ratchet formula. As bank debt has increased so has the margin payable on that debt. The Group intends to use the net proceeds of the Placing to reduce its bank debt. In so doing the Group will pay a lower margin on its remaining bank debt, prior to any reinvestment. The Placing will also improve the ratio of debt to EBITDA and enhance interest cover. After taking account of monies raised from the Placing, the Group's committed facility headroom will increase to around £80 million out of total bank facilities of £170 million. These bank facilities are not due for renewal until 2012.

The Directors believe that the Placing should improve the market liquidity in the Company's shares and  that this will be of benefit to Shareholders taken as a whole. Having regard to the continued progress in the current trading and prospects of the Company as referred to above, coupled with the Placing's impact on the Company's marginal cost of debt and taking account of the additional shares which will be in issue following Admission, the Directors believe that the Placing will marginally dilute earnings per share (pre-amortisation of intangible fixed assets and exceptional items) by approximately one per cent. in the year to 30 April 2010. 

APPENDIX 1

1.    Eligible Participants

This Appendix, including the terms and conditions of the Placing set out below, is directed only at persons who are FSMA Qualified Investors.

In this Appendix "you" or "Placee" means any person who is or becomes committed to subscribe for Placing Shares in connection with the Placing.

Members of the public are not eligible to take part in the Placing.

2.    Overseas jurisdictions

The distribution of this announcement and the Placing and/or issue of Ordinary Shares pursuant to the Placing in certain jurisdictions may be restricted by law. FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this document does not constitute an offer or invitation (or a solicitation of any offer or invitation) to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Republic of Ireland, Republic of South Africa, Japan or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful. The Placing has not been and will not be registered under the US Securities Act or under the securities laws of any State or other jurisdiction of the United States, and except as described in the immediately following sentence, Placing Shares may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act). Notwithstanding the foregoing, Placing Shares may be offered, sold and delivered to any US person in respect of which a non-US person has sole investment discretion and exercises such discretion outside the United States; in addition, Placing Shares may be resold by you to any US person to the extent such resale is permitted by Regulation S under the US Securities Act.

3.    Placing

KBC Peel Hunt is arranging the Placing as agent for and on behalf of the Company. KBC Peel Hunt will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Each Placee will be required to pay to KBC Peel Hunt, on the Company's behalf, the Placing Price as the subscription sum for each Placing Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares in connection with the Placing will be owed to each of the Company and KBC Peel Hunt.  By subscribing for Placing Shares, each Placee will be deemed to have read, and agreed with the terms and conditions set out or referred to in, this announcement in its entirety.  To the full extent permitted by law and applicable FSA rules, neither KBC Peel Hunt nor any other KBC Person will have any liability to Placees or to any person other than the Company in respect of or in connection with the Placing.

4.    Participation and settlement

Participation in the Placing is only available to persons who are invited to participate in it by KBC Peel Hunt.

A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with KBC Peel Hunt. Such agreement will constitute a legally binding commitment on your part to subscribe for that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's memorandum and articles of association. After such agreement is entered into a written confirmation will be dispatched to you by KBC Peel Hunt confirming the number of Placing Shares that you have agreed to subscribe for, the aggregate amount you will be required to pay for those Placing Shares and settlement instructions. It is expected that such written confirmations will be despatched on the date of this announcement, that the "trade date" for settlement purposes will be 25 September 2008 and the "settlement date" will be 30 September 2008.

A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned to Chris Holmes at KBC Peel Hunt by fax on 020 7979 6959 by 3.00 p.m. on 25 September 2008.

Settlement of transactions in the Placing Shares (ISIN: GB00B3CG9C16) will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. You should settle against CREST ID: 9LMAY.  Notwithstanding the foregoing, KBC Peel Hunt reserves the right to require settlement for and delivery of any Placing Shares to any Placees by such other means as it may deem appropriate 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 any Placee's jurisdiction.

To the extent that your Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

5.    Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with all the other Ordinary Shares then in issue. 

Application will be made for the admission of the Placing Shares to the Official List and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will take place, and dealings in the Placing Shares will commence, on 30 September 2008.

6.    Placing Agreement

KBC Peel Hunt has today entered into the Placing Agreement with the Company under which KBC Peel Hunt has, on the terms and subject to the conditions set out in the Placing Agreement, agreed to use its reasonable endeavours as agent of the Company to procure subscribers for Placing Shares at the Placing Price each and, to the extent it does not so procure subscribers, itself as underwriter to subscribe for the relevant Placing Shares at the Placing Price.

7.    Placing conditions

The Placing is conditional upon (a) the passing of the EGM Resolutions, (b) the publication of a prospectus in relation to the Placing Shares in accordance with the UK Prospectus Rules and the UK Listing Rules, (c) the Placing Agreement not being terminated in accordance with its terms, (d) Admission taking place not later than 9.00 a.m. on 17 October 2008 ("the Long Stop Date"), and (e) other conditions specified in the Placing Agreement.

KBC Peel Hunt reserves the right (with the agreement of the Company) to waive or extend the time and or date for the fulfillment of any of the conditions in the Placing Agreement to a time no later than 9.00 a.m. on the Long Stop Date.

If any condition in the Placing Agreement is not fulfilled or waived by KBC Peel Hunt by the relevant time, the Placing will lapse and your rights and obligations in respect of or in connection with the Placing will cease and terminate at such time.

The Placing Agreement may be terminated by KBC Peel Hunt at any time prior to Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by KBC Peel Hunt whether or not to extend the time for satisfaction of any condition in the Placing Agreement or otherwise in respect of the Placing will be within KBC Peel Hunt's absolute discretion. KBC Peel Hunt will have no liability to you in the event of any such termination, waiver or extension or in respect of any decision whether to exercise any such right of termination, waiver or extension.

8.    Payment default

Your entitlement to receive any Placing Shares will be conditional on KBC Peel Hunt's receipt of payment by the time to be stated in the written confirmation referred to above, or by such later time and date as KBC Peel Hunt may in its absolute discretion determine, and otherwise in accordance with that confirmation's terms. KBC Peel Hunt may, in its absolute discretion, waive such condition, and will not be liable to you in the event of it deciding whether to waive or not to waive such condition.

If you fail to make any payment by the required time for any Placing Shares (1) the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, KBC Peel Hunt (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) you will remain liable to the Company and to KBC Peel Hunt for the full amount of any losses and of any costs which either of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by KBC Peel Hunt for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

9.    Placees' warranties and undertakings to the Company and KBC Peel Hunt

By agreeing with KBC Peel Hunt to subscribe for Placing Shares under the Placing, you will unconditionally and irrevocably acknowledge, confirm, represent warrant and undertake to, and agree with, each of the Company and KBC Peel Hunt (in its capacity as underwriter of the Placing and in its capacity as placing agent), in each case as a fundamental term of your application for Placing Shares, that:

(a)    you agree to and accept all the terms and conditions set out or referred to in this announcement;

(b)    your rights and obligations in respect of the Placing will terminate only in the circumstances described in this announcement and will not be subject to rescission or termination by you in any circumstances;

(c)    this announcement, which has been issued by the Company, is within the sole responsibility of the Company;

(d)    you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this announcement or to the effect that the Company is not now in breach of its obligations under the UK Listing Rules and the UK Disclosure Rules and Transparency Rules to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;

(e)    you have not relied on any representation or warranty in reaching your decision to subscribe Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(f)    you are not a client of KBC Peel Hunt in relation to the Placing and KBC Peel Hunt is not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its clients;

(g)    you have not been, and will not be, given any warranty or representation by any KBC Person in relation to any Placing Shares, the Company or any other member of its Group and no KBC Person will have any liability to you for any information contained in this announcement or which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such information or on any other information provided to you;

(h)    you will pay the full subscription amount as and when required in respect of all Placing Shares allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with KBC Peel Hunt or put in place with KBC Peel Hunt with its agreement;

(i)    you are entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to KBC Peel Hunt such evidence, if any, as to the identity or location or legal status of any person which KBC Peel Hunt may request from you in connection with the Placing (for the purpose of its complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by KBC Peel Hunt on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as KBC Peel Hunt may decide at its sole discretion;

(j)    you have complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(k)    you are a FSMA Qualified Investor;

(l)    you are acting as principal only in respect of the Placing or, if you are acting for any other person in respect of the Placing (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or KBC Peel Hunt for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(m)    nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any ordinary shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(n)    (i) you are not, and are not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to you, or any person specified by you for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom you specify for registration as holder of Placing Shares will be you or your nominee or (as applicable) the person for whom you are acting or its nominee, (iii) you and any person for whom you are acting will acquire Placing Shares on the basis that they will be allotted to the CREST stock account of KBC Peel Hunt and that KBC Peel Hunt will then hold them as settlement agent and as nominee for you or such person until settlement in accordance with KBC Peel Hunt's settlement instructions, (iv) payment for Placing Shares will be made simultaneously on their receipt in your stock account on a delivery versus payment basis, and (v) neither KBC Peel Hunt nor the Company will be responsible to you or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph;

(o)    you will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or KBC Peel Hunt to contravene any such legislation in any respect;

(p)    (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing has not been and will not be registered under the US Securities Act or under the securities laws of any State or other jurisdiction of the United States, (ii) Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, into or within the United States, or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), provided that Placing Shares may be (1) offered, sold and delivered to any US person in respect of which a non-US person has sole investment discretion and exercises such discretion outside the United States or (2) resold by you to any US person to the extent such resale is permitted by Regulation S under the US Securities Act, (iii) (1) you are not within the United States and you are not a US person or (2) a non-US person has sole investment discretion over you and exercises such discretion outside the United States, (iv) you have not resold and will not resell any Placing Shares to any US person except to the extent such resale is permitted by Regulation S under the US Securities Act, and (v) you will not distribute this announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(q)    KBC Peel Hunt may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other KBC Person or any person associated with any KBC Person to do so;

(r)    time is of essence as regards your obligations under this Appendix;

(s)    this Appendix and any contract which may be entered into between you and KBC Peel Hunt and/or the Company pursuant to it or the Placing will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and KBC Peel Hunt will have the right to bring enforcement proceedings in respect of any judgement obtained against you in the courts of England and Wales or in the courts of any other relevant jurisdiction;

(t)    each right or remedy of the Company or KBC Peel Hunt provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(u)    any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to KBC Peel Hunt; and

(v)    nothing in this Appendix will exclude any liability of any person for fraud on its part, and all times and dates in this announcement are subject to amendment at the discretion of KBC Peel Hunt, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.

                    APPENDIX 2

DEFINITIONS

"Admission"			the admission of the Placing Shares to the Official List and to trading on the London Stock Exchange's market for listed securities
"AGM"			the next annual general meeting of the Company to take place on 3 September 2008
"Board" "Company" or "Spice"			the Company's board of Directors Spice plc, registered in England and Wales with number 3250709
"Directors"			the directors of the Company
"Disclosure and Transparency Rules" or "DTR"			the Disclosure and Transparency Rules issued by the FSA
"EGM" or "Extraordinary General Meeting"			the general meeting of the Company at which the EGM Resolutions are to be proposed
"EGM Resolutions"			the resolutions to be proposed at the EGM
"FSA"			the Financial Services Authority
"FSMA"			the Financial Services and Markets Act 2000, as amended
"FSMA Qualified Investor"		a person who is a "qualified investor" as referred to at section 86(7) of FSMA and at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA
"Group"			the group of which the Company is the parent and its subsidiary undertakings are members
"KBC Peel Hunt"			KBC Peel Hunt Ltd
"KBC Person"			any person being (i) KBC Peel Hunt, (ii) an undertaking which is a subsidiary undertaking of KBC Peel Hunt, (iii) a parent undertaking of KBC Peel Hunt or (other than KBC Peel Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person
"Listing Rules"			the rules relating to the admission to the Official List issued from time to time by the FSA in its capacity as the UKLA
"Official List"			the Official List of the UKLA
"Ordinary Shares"			ordinary shares of two pence each in the Company (after giving effect to the Share Split)
"Placees"			persons who agree to subscribe for Placing Shares in connection with the Placing
"Placing"			the proposed conditional placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agreement"			the conditional placing agreement relating to the Placing between the Company and KBC Peel Hunt dated the same date as this announcement
"Placing Price"			102  pence per Placing Share
"Placing Shares"			new Ordinary Shares to be made available for subscription in connection with the Placing
"Prospectus Rules"			the Prospectus Rules issued by the FSA, governing the content approval and publication of prospectuses
"Shareholders"			holders of ordinary shares in the Company
"Share Split"			the proposed split of each existing ordinary share of ten pence each in the Company's share capital into five Ordinary Shares of two pence each pursuant to a resolution set out in the notice of the AGM
"UK" or "United Kingdom"			the United Kingdom of Great Britain and Northern Ireland
"UKLA"			the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA
"United States"			the United States of America, its territories and possessions, any State of the United States and the District of Columbia
"US Securities Act"			the US Securities Act of 1933

 

END

 

 

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