THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER OF THE EUROPEAN ECONOMIC AREA (THE "EEA") OTHER THAN THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. PLEASE SEE THE APPENDIX TO THIS ANNOUNCEMENT.
Bluefield Solar Income Fund Limited
19 February 2014
Acquisition, proposed placing and dividend declaration
Ninth Acquisition
Bluefield Solar Income Fund Limited (the "Company") is pleased to announce that the Group has entered into a conditional contract to acquire its ninth large-scale solar plant.
The plant, located north of Swindon, has an energy capacity of 19 Megawatts Peak ("MWp") and will be acquired for a total investment consideration of c. £21 million. It is expected to be grid-connected in March 2014 in order to qualify for the 1.6 Renewable Obligation Certificate ("ROC") support banding. It is being constructed by Wirsol Solar UK, the experienced UK contractor recently acquired by the owner of international German contractor Conergy. Following the sale of the project, under the terms of the EPC contract, the performance of the plant will be warranted by Wirsol Solar UK, backed by its parent, for an initial period and Wirsol Solar UK will undertake the ongoing operation and maintenance of the plant under a separate agreement.
Prior to this acquisition the Company has capital (net of working capital requirements and reserves) available for further investments of approximately £14 million. Therefore, the acquisition is conditional on the proposed placing (see below) raising a minimum of £8 million. In order to have the opportunity to access additional investment opportunities in the pipeline the Company has taken the decision to seek to raise an additional £5 million and is thus raising £13 million in total.
Contracted Revenues
Following this acquisition the Company can confirm that, based on the existing committed projects and the terms agreed on this portfolio, it now has contracted cashflows to deliver its target dividend of 4 pence per ordinary share in relation to the first financial year ending 30 June 2014, and 7 pence per ordinary share in respect of the Company's second financial year, with the intention of this rising annually with RPI thereafter. The Company can also confirm that the return expectations are based on prudent assumptions and financial arrangements including a long-term energy price assumption in line with RPI and zero leverage.
The Company will seek to build on these contracted cash flows over time and maximise revenues with active management strategies.
Portfolio Pricing
Of the nine acquisitions announced by the Company, seven are either operational or are targeted to be grid connected by March 2014. These plants have been acquired at an average cost of £1.14 million per MWp. In the event of a delay to a grid connection and the contractor securing a 1.4 ROC banding as opposed to the 1.6 ROC level, the Company has contractual protections that result in the acquisition price stepping down to compensate for the lower revenues, so enabling the Company to achieve the same hurdle return from the asset.
One additional plant has two acquisition prices attached to it depending whether it is connected on or before 31 March 2014 or in April 2014. This agreement has been designed to enable both outcomes to deliver the Company's target hurdle return.
The Company also acquired an operational asset based near Launceston in Cornwall. This plant qualified under the 2 ROC banding and, due to the higher element of regulated revenues, the Company paid £1.36m per MWp to achieve the same hurdle return for its shareholders.
The Board notes the adverse weather conditions in the UK but remains comfortable that the contracts entered into with contractors protects the Company and its revenue targets.
Proposed Placing
Under the terms of the proposed placing (the "Placing"), the Company intends to place up to 13,028,999 new ordinary shares of no par value in the capital of the Company, under authority granted at launch, (the "Placing Shares"), conditional on Admission.
The Placing will be non pre-emptive and will be launched immediately following this announcement. The number of Placing Shares to be issued will be determined at the close of the bookbuilding process (the "Bookbuild") for the Placing which is expected to close on 21 February 2014. The Company and Numis Securities Limited ("Numis") reserve the right to close the Bookbuild at any time. The results of the Placing will be announced shortly thereafter. Numis has been appointed as sole bookrunner in respect of the Placing. The Placing is not being underwritten, however non-binding indications of interest have already been received in respect of approximately 10 million of the new ordinary shares to be issued.
Numis will determine the level of demand from potential investors for participation in the Placing. The placing price is expected to be set at 101 pence per Placing Share. The decision to proceed with the Placing after the Bookbuild shall be at the absolute discretion of the Company and Numis.
To bid for shares in the Placing, investors should communicate their bid (or bids) by telephone to Numis. Numis may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as Numis may decide in consultation with the Company.
Following the Placing, application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 3 March 2014. The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement dated 19 February 2014 between the Company, Bluefield Partners LLP and Numis (the "Placing Agreement") not being terminated.
The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing. These terms and conditions form part of this announcement, such announcement and the Appendix together being the "Announcement".
Dividend Declaration
The Board is also pleased to declare an interim dividend of 2 pence per share in respect of the first financial year ending 30 June 2014. This interim dividend will be payable to shareholders on the register as at 28 February 2014 with an associated ex-dividend date of 26 February 2014.
It is the Board's current intention to offer a scrip dividend alternative in respect of this interim dividend so that Qualifying Shareholders can elect to receive new ordinary shares instead of all or part of their cash dividend. A circular will be sent to shareholders shortly setting out the terms of the scrip dividend alternative and confirming the payment date which is currently expected to be early in April.
For the avoidance of doubt the Placing Shares issued pursuant to the Placing are expected to be issued on 3 March 2014 and will therefore not be entitled to this first interim dividend.
At the end of February the Board intends to release the Company's interim statement relating to the period ending 31 December, 2013.
Enquiries:
James Armstrong / Mike Rand / Giovanni Terranova
Bluefield Partners LLP - Company Investment Adviser
Tel: +44 (0)20 7078 0020
Tod Davis / David Benda
Numis Securities Limited - Company Broker
Tel: +44 (0)20 7260 1000
Kevin Smith
Heritage International Fund Managers Limited - Company Secretary & Administrator
Tel: +44 (0)1481716000
Note to editors
About Bluefield Solar Income Fund Limited (the "Company" or "BSIF")
BSIF is a Guernsey-registered investment company focusing on large scale agricultural and industrial solar assets. The Company raised gross proceeds of £130 million in July 2013 through an initial public offering ("IPO") of shares on the main market of the London Stock Exchange.
The Company seeks to provide shareholders with an attractive return, principally in the form of semi-annual income distributions, by investing in a diversified portfolio of solar energy assets, each located within the UK, with a focus on utility scale assets and portfolios on greenfield, industrial and/or commercial sites.
About Bluefield Partners LLP ("Bluefield")
Bluefield was established in 2009 as a specialist adviser to funds investing into solar energy. Bluefield's team has a proven track record in the selection, acquisition and management of large scale energy and infrastructure assets in the UK and Europe.
The managing partners have been involved in over £350 million of solar photovoltaic ("PV") transactions in both the UK and Europe since 2008, including over £170 million in the UK since December 2011, including BSIF. Bluefield has led the acquisitions, and currently advises, on over 50 UK based solar assets.
Bluefield was appointed Investment Adviser to the Company in June 2013.
Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision as to whether or not to compare, continue to hold, or dispose of, securities in the Company.
This Announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer to buy, securities in the United States, Canada, Australia, Japan, the Republic of South Africa, any member of the EEA other than the United Kingdom or any jurisdiction in which the same would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Canada, Australia, Japan, the Republic of South Africa or any member of the EEA other than the United Kingdom. The securities referred to herein may not be offered or sold in the United States or to U.S. Persons (within the meaning of Regulation S under the US Securities Act). Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan, the Republic of South Africa or any member of the EEA other than the United Kingdom or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia, Japan, the Republic of South Africa or any member of the EEA other than the United Kingdom. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian, Japanese, South African or any EEA member's (other than the United Kingdom's) securities laws, as applicable. No public offer of the Company's securities is being or will be made in the United States, Canada, Australia, Japan, the Republic of South Africa, any member of the EEA (including the United Kingdom) or elsewhere. No action has been taken by the Company or Numis that would permit an offering of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, any such restrictions.
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 Numis 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 hereby expressly disclaimed.
Numis, which is authorised and regulated by the FCA, is acting for the Company in connection with the Placing and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for providing advice in relation to the Placing or any matter referred to in this Announcement.
This Announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of South Africa, any member of the EEA other than the United Kingdom or any jurisdiction in which the same would be unlawful.
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 information contained in this Announcement is subject to change without notice and neither the Company nor Numis assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Any indication in this Announcement of the price at which ordinary shares of no par value in the capital of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (TOGETHER, THE "ANNOUNCEMENT") IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER OF THE EEA OTHER THAN THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT). THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER OF THE EEA OTHER THAN THE UNITED KINGDOM OR TO U.S. PERSONS.
THIS APPENDIX CONTAINS IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED AT PERSONS IN THE UK (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) 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 ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, SUBSCRIBE FOR, OR OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT (I) REGISTRATION UNDER THE US SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT AND WILL NOT BE OFFERED TO THE PUBLIC IN THE UNITED STATES.
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. 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 ANNOUNCEMENT RELATES (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Persons (including individuals, funds or otherwise) 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, indemnities, acknowledgements, agreements and undertakings contained in herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) it is 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) it is outside the United States, is not a U.S. Person (within the meaning Regulation S of the US Securities Act), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S.
The Company and Numis will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
This Announcement (including this Appendix) does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities, or investment advice in any jurisdiction, including without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa, any member of the EEA other than the United Kingdom or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction or to U.S. Persons. 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 (including this Appendix) have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. 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 a criminal offence in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.
The Placing Shares may not be offered, sold or transferred within the United States. The Placing Shares are being offered and sold outside the United States to persons who are not U.S. Persons in reliance on Regulation S.
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 the United States, Canada, Australia, Japan, the Republic of South Africa or any member of the EEA other than the United Kingdom. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or Republic of South Africa or any other jurisdiction outside the United Kingdom.
Numis, which is authorised and regulated by the FCA, is acting for the Company in connection with the Placing and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for providing advice in relation to the Placing or any matter referred to in this Announcement.
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 to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
The distribution of this Announcement (including the Appendix), 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, Numis or any of their respective affiliates, that would permit an offer of the Placing Shares or possession or distribution of this Announcement (including this Appendix) 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 (including this Appendix) comes are required by the Company and Numis to inform themselves about and to observe any such restrictions.
NOTICE TO RESIDENTS OF GUERNSEY
This Announcement has not been approved or authorised by the Policy Council of the States of Guernsey or the Guernsey Financial Services Commission for circulation in Guernsey. This Announcement may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000.
NOTICE TO RESIDENTS OF JERSEY
Pursuant to Article 8(2) of the Control of Borrowing (Jersey) Order 1958, the consent of the Jersey Financial Services Commission is not required to the circulation of this Announcement within Jersey. Any potential investors resident in Jersey are hereby informed that the Jersey Financial Services Commission has not approved any offer contained herein nor reviewed any documents (including this Announcement) in connection with such offer.
In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Numis has entered into a placing agreement (the "Placing Agreement") with the Company and Bluefield Partners LLP (the "Investment Adviser") under which Numis has, on the terms and subject to the conditions set out therein, undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the Company's Memorandum and Articles of Incorporation and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares. For the avoidance of doubt, the Placing Shares will not rank for the first interim dividend in respect of the Company's financial year ending on 30 June 2014.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 3 March 2014 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.
Bookbuild
Numis will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Numis and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as sole bookrunner and placing agent to the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and any of its holding companies, subsidiaries, branches or affiliates (each an "Affiliate") are entitled to enter bids in the Bookbuild as principal.
3. By participating in the Bookbuild 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, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.
4. The Placing Shares are not being offered at a fixed price. The number of Placing Shares to be issued and the price per Placing Share (the "Placing Price") will be agreed between Numis and the Company following completion of the Bookbuild. The number of Placing Shares and the Placing Price will be announced on a Regulatory Information Service following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Numis. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for and the price or price range that the prospective Placee is offering to pay per Placing Share. Bids may be scaled down by Numis on the basis referred to in paragraph 9 below.
6. The Bookbuild is expected to close no later than 12.00 noon (London time) on 21 February 2014 but may be closed earlier or later at the discretion of Numis. Numis may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with Numis's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay 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. Each Placee's obligations under this paragraph will be owed to the Company and to Numis.
8. Each Placee's allocation and the Placing Price will be confirmed to Placees orally by Numis following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter by Numis and the terms of this Appendix will be deemed incorporated by reference therein. Numis's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees 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 Incorporation. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis to pay 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. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Numis of such amount.
9. Subject to paragraphs 5 and 6 above, Numis may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as Numis may determine. Numis may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10. Except as required by law or regulation, no press release or other announcement will be made by Numis or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
13. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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".
14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither Numis nor any of its Affiliates, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Numis, nor any of its Affiliates nor any person acting on behalf of any of the foregoing shall have any liability to Placees in respect of Numis's conduct of the Bookbuild or of such alternative method of effecting the Placing as Numis and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis's obligations under the Placing Agreement are conditional on, inter alia:
a) compliance with certain publication of announcement obligations (including with respect to this Announcement);
b) each condition of the Acquisition being satisfied, save for the condition relating to Admission;
c) the Company and the Investment Adviser having complied with and performed their respective obligations under the Placing Agreement so far as the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);
d) there not having occurred before Admission any material new factor, mistake or inaccuracy relating to the information included this Announcement (including this Appendix);
e) subscriptions for Ordinary Shares being subscribed for with an aggregate price at the Placing Price of at least £8 million pursuant to the Placing; and
f) Admission occurring not later than 8.00 a.m. on 3 March 2014 (or such later date and time as may be agreed between the Company, the Investment Adviser and the Placing Agent, not being later than 5 March 2014,
(all the conditions to the obligations of Numis included in the Placing Agreement being together the "conditions").
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Numis by the respective time or date where specified (or such later time or date as Numis may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing 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.
Numis may, at its absolute discretion and upon such terms as it thinks fit, waive compliance by the Company or the Investment Adviser with the whole or any part of any of their respective obligations in relation to the conditions in the Placing Agreement (save that the above condition relating to Admission taking place may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
Neither Numis nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it 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 they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if:
a) it comes to the knowledge of Numis that any of the warranties contained in the Placing Agreement was untrue, inaccurate or misleading when made and/or that any of the Warranties would be untrue, inaccurate or misleading if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting; or
b) it shall come to the notice of Numis that any statement in the Placing Documents (as defined in the Placing Agreement) is incorrect in any material respect or has become untrue or incorrect in any material respect or misleading as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Placing Documents were published at that time, constitute a material omission from such documents; or
c) the Company or the Investment Adviser shall fail to comply with any of their respective obligations under this Agreement in a material respect.
If Numis exercises its right to terminate its obligations under the Placing Agreement, the Placing Agreement will be terminated and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to Placees and that they shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA 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 certain business and financial information in accordance with the rules and practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Numis or the Investment Adviser or any other person and neither Numis nor the Company nor the Investment Adviser 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: GG00BB0RDB98) following Admission will take place within the CREST system, subject to certain exceptions. Numis and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement is not 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.
Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation by Numis in accordance with that Placee's standing arrangements in place with Numis stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis 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 Numis. The Company will issue the Placing Shares on a delivery versus payment basis.
In the event of late CREST settlement, Numis reserves the right to deliver a Placee's Placing Shares outside CREST in certificated form, provided that payment has been made in terms satisfactory to Numis and all other conditions relating to the Placing have been satisfied.
Notwithstanding the above, the right is reserved to deliver all of the Placing Shares to which a Placee is entitled in certificated form should Numis consider this necessary or desirable.
It is expected that settlement will be on 3 March 2014 on a T+6 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 Numis.
Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis'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 between the net proceeds of such sale and the placing proceeds of such Placing Shares 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 Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Numis nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Future Terms
By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for Placing Shares will (for itself and for any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company, the Investment Adviser, the Registrar and Numis that:
a) 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 Exchange Information, 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 Numis, the Company or the Investment Adviser and neither Numis nor the Company nor the Investment Adviser 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, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
b) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Adviser, Numis or the Registrar or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
c) it has carefully read and understands this Announcement (including this Appendix) in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Appendix and the Articles as in force at the date of Admission;
d) it has not relied on Numis or any person affiliated with Numis in connection with any investigation of the accuracy of any information contained in this Announcement (including this Appendix);
e) it acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and its Directors and neither Numis nor any person acting on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any publicly available or filed information (including any Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise and will not be liable for any decision by a placee to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
f) it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement (including this Appendix) and, if given or made, any information or representation must not be relied upon as having been authorised by Numis, the Company or the Investment Adviser;
g) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
h) it accepts that none of the Placing Shares have been or will be registered under the laws of any Restricted Jurisdiction. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Jurisdiction unless an exemption from any registration requirement is available;
i) if it is within the United Kingdom, it is a person who falls within Articles 49 or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;
j) if it is outside the United Kingdom, neither this Announcement (including this Appendix) nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be marketed and distributed to, and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
k) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
l) if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing is accepted;
m) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any U.S. Persons, nor will it do any of the foregoing;
n) it acknowledges that none of Numis nor any of their respective affiliates nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis does not have any duties or responsibilities to it for providing protection afforded to its clients or for providing advice in relation to the Placing;
o) that, save in the event of fraud on the part of Numis, none of Numis, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Numis's role as broker and financial adviser or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;
p) it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement (including this Appendix); and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
q) it irrevocably appoints any Director of the Company and any director of Numis to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
r) it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid application are received and accepted are not admitted to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities for any reason whatsoever then none of Numis or the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
s) in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering ("Money Laundering Legislation") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;
t) it acknowledges that due to anti-money laundering requirements, Numis and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Numis and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Numis and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;
u) it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for Placing Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended);
v) that it is aware of, has complied with and will at all times comply with their obligations in connection with money laundering under the Proceeds of Crime Act 2002;
w) it acknowledges and agrees that information provided by it to the Company, its registrar (the "Registrar") or its administrator (the "Administrator") will be stored on the Registrar's and the Administrator's computer system and manually. It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law 2001 (the Data Protection Law) and other relevant data protection legislation which may be applicable, the Registrar and the Administrator are required to specify the purposes for which they will hold personal data. The Registrar and the Administrator will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
i. process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it;
ii. communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;
iii. provide personal data to such third parties as the Administrator or Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the Bailiwick of Guernsey or the European Economic Area;
iv. without limitation, provide such personal data to the Company, Numis or the Investment Adviser and their respective Associates for processing, notwithstanding that any such party may be outside the Bailiwick of Guernsey or the European Economic Area; and
v. process its personal data for the Administrator's internal administration.
x) in providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subjects to the Registrar and the Administrator and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purpose set out in paragraph (w) above). For the purposes of this Appendix, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law;
y) Numis and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them;
z) the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that Numis and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify Numis and the Company;
aa) where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee;
bb) any of its clients, whether or not identified to Numis, will remain its sole responsibility and will not become clients of Numis for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;
cc) it accepts that the allocation of Placing Shares shall be determined by Numis in its absolute discretion, but after consultation with the Company, and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine;
dd) time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing;
ee) authorises Numis to deduct from the total amount subscribed under the Placing the aggregation commission (if any) (calculated at the rate agreed with the Company) payable on the number of Placing Shares allocated under the Placing
ff) it will indemnify on demand on an after tax basis and hold the Company, Numis 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; and
gg) acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Numis's or the Company's conduct of the Placing.
The representations, warranties, acknowledgments and undertakings contained in this Announcement (including this Appendix) are given to Numis for itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription of the Placing Shares (and/or the subscription 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 a subscription 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 subscribed for in connection with arrangements to issue depositary receipts or to issue or 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 Numis 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 and Numis in the event that the Company or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis 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.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis 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 FCA made under the FSMA. Each 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 Numis's money in accordance with the client money rules and will be used by Numis in the course of their own respective business and the Placee will rank only as a general creditor of Numis.
Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser.
All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.
