26 November 2014
Dear Shareholder,
Share Purchase Plan (SPP)
· SPP to eligible shareholders targeting a capital raising of $5m
· SPP to be jointly underwritten by Patersons Securities Limited and DJ Carmichael Pty Ltd to an amount of $2,500,000
· Funds raised to be used to progress activities at the Cambay Basin in Gujarat India and for working capital
On behalf of the Board, I am pleased to offer you the opportunity to apply for new, fully paid ordinary shares (New Shares) in Oilex Ltd (Oilex orCompany) under a Share Purchase Plan (Plan).
The Plan provides the opportunity to subscribe for up to $15,000 (GBP 8,250) worth of New Shares without incurring brokerage or other transaction costs.
The issue price will be determined at the issue date of New Shares under the Plan based on a 20% discount to the volume weighted average price of Oilex shares traded on the ASX during the 5 days immediately prior to the issue date of the New Shares.
Patersons Securities Limited and DJ Carmichael Pty Ltd are the Joint Lead Managers and Underwriters to the Plan and have underwritten the Plan to an amount of $2,500,000.
Proceeds from the Plan will be used to progress the development of the Company's assets, in particular:
· Installation of gas production facilities at Cambay-73 and Bhandut
· Workovers
· Gas production facilities at Cambay-77H
· Reservoir engineering studies
· Well planning for the 2015 work programme
· Update of the independent resource estimate by Netherland, Sewell and Associates Inc.
· Working capital and costs of the issue.
Managing Director of Oilex, Mr Ron Miller said:
"Its anticipated flow back and production results will be announced before close of the Offer, and the SPP is an opportunity for Shareholders to participate in the further development and commercialisation of the Cambay Field."
The Company may also conduct a separate share placement at the conclusion of the Plan (after the Underwriter has taken its entitlements (if any) under the Plan), at the same issue price as that of the New Shares to be issued under the Plan. The placement, if conducted, will be done so without a prospectus, and within the Company's existing placement capacity under ASX Listing Rule 7.1.
All Directors intend to apply for an allocation of shares under the Plan.
Key Dates
Australian and New Zealand Shareholders
Record Date: 7.00pm (EST) on 25 November 2014
Offer Date: 26 November 2014
Closing Date: 8.00pm (EST) on 12 December 2014
Issue of New Shares: 22 December 2014
Quotation of New Shares on ASX: 23 December 2014
UK Shareholders
Record Date: 5.00pm (GMT) on 25 November 2014
Offer Date: 26 November 2014
Closing Date: 11.00am (GMT) on 12 December 2014
Issue of New Shares: 22 December 2014
AIM admission date: 23 December 2014
How to apply
If you are an Eligible Shareholder, you may apply for New Shares by either:
1. completing and returning the enclosed Application Form, together with payment for the exact application monies in Australian dollars via cheque, bank draft or money order; or
2. making a payment directly via BPAY® in accordance with the instructions set out in the Application Form (you do not need to return an Application Form under this option).
If you are a DI Holder, you may apply for New Shares by completing and returning the enclosed Application Form together with payment for the exact application monies in British pounds via cheque, bank draft or money order, in accordance with the instructions provided in the terms and conditions of the Plan.
Queries
If you have any questions in relation to how to participate in the Plan, please contact us on 08 9315 2333 if calling within Australia or +61 8 9315 2333 if calling from outside of Australia.
If you have any questions in relation to whether an investment in Oilex through the Plan is appropriate for you, please contact your stockbroker, accountant or other professional adviser.
Thank you for your continued support of Oilex.
Yours sincerely,
Ron Miller
Managing Director
The terms and conditions of the Plan are provided in this booklet and your accompanying personalised application form. Please read this booklet in its entirety before deciding whether to participate in the Plan.
Share Purchase Plan
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this document, or the action you should take, you should consult your financial or other professional adviser without delay who specialises in advising on the acquisition of shares and other securities before taking any action.
The market price of ordinary shares in the Company may rise or fall between the date of this document and the date the New Shares are issued to you. This means that up to, or after, the date on which the New Shares are issued to you, you may be able to buy ordinary shares in the Company in the market at a lower price than the price offered to you under this Plan. The Company and its board of directors do not offer any recommendation or advice regarding participation in the Plan.
Owning shares in an exploration and production company such as the Company is a speculative form of investment and the future price of shares can rise or fall depending on, amongst other things, exploration success and fluctuations on the stock market generally.
Application will be made for the New Shares in Oilex Ltd (Oilex or Company) to be quoted on the Australian Securities Exchange (ASX) and to be admitted for trading on the AIM market of the London Stock Exchange plc (LSE) (AIM).
No action has been taken to permit the offer of New Shares under this document in any jurisdiction other than Australia, New Zealand or the United Kingdom.
This document does not constitute an offer to sell, or solicitation of an offer to buy, shares in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this document in jurisdictions outside Australia, New Zealand or the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any other jurisdiction.
The New Shares have not been and will not be registered under applicable securities laws of Canada, Japan, the Republic of Ireland, the Republic of South Africa or the United States and they may not, subject to certain exceptions, be offered or sold directly or indirectly within Canada, Japan, the Republic of Ireland, the Republic of South Africa or the United States or to, or for the account or benefit of any national, citizen or resident of Canada, Japan, the Republic of Ireland, the Republic of South Africa or the United States.
The Offer described in this document is only being made in the United Kingdom to persons who are of a kind described in Article 43(2) (members and creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, as at 5.00pm (GMT) on 25 November 2014.
The total consideration for the Offer to DI Holders or Eligible Shareholders with a registered address in the United Kingdom shall not exceed €5,000,000[1]. Therefore, in accordance with Section 85 and Schedule 11A of the Financial Services and Markets Act 2000 (as amended), this document does not constitute a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority (FCA) in the United Kingdom and a copy of it has not been, and will not be, reviewed by the FCA or the UK Listing Authority.
The information in this document is not a recommendation to accept the Offer of New Shares under the Plan and does not constitute financial advice. Any person who intends to subscribe for New Shares must conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis.
Terms and Conditions
Offer
1. Under this share purchase plan (Plan), Eligible Shareholders and DI Holders (each defined below) have the opportunity to participate by subscribing for up to $15,000 (or GBP 8,250) (Maximum Amount) of new fully paid ordinary Oilex shares (New Shares) (subject to any scale back at Oilex's absolute discretion) without incurring brokerage and subject to the following Terms and Conditions (Offer).
2. All New Shares issued under this Offer will rank equally with existing ordinary Oilex shares from the date of issue, and carry the same voting rights, dividend rights and other entitlements as existing shares. By accepting this Offer you agree to be bound by the Terms and Conditions of the Offer and the Constitution of the Company.
3. All references to "$" or "dollars" in these Terms and Conditions are Australian dollars.
Key Dates
Australian and New Zealand Shareholders
Record Date: 7.00pm (EST) on 25 November 2014
Offer Date: 26 November 2014
Closing Date: 8.00pm (EST) on 12 December 2014
Issue of New Shares: 22 December 2014
Quotation of New Shares on ASX: 23 December 2014
UK Shareholders
Record Date: 5.00pm (GMT) on 25 November 2014
Offer Date: 26 November 2014
Closing Date: 11.00am (GMT) on 12 December 2014
Issue of New Shares: 22 December 2014
AIM admission date: 23 December 2014
4. Oilex reserves the right to vary the timetable for the Offer at its discretion, including the Closing Date of the Offer, even if the Offer has opened or applications have been received.
Size and underwriting
5. The maximum number of New Shares that is able to be issued under the Plan in order to comply with ASX Listing Rules requirements is 30% of the number of ordinary shares in Oilex currently on issue. The actual number of shares to be issued under this Plan will depend on the issue price (see paragraph 23). Please note that the maximum amount of the Offer to DI Holders or Eligible Shareholders with a registered address in the United Kingdom shall be €5,000,000[2].
6. The Offer is jointly underwritten by Patersons Securities Limited and DJ Carmichael Pty Ltd to an amount of $2,500,000.
7. The underwriters will each charge the Company a management fee of $25,000 on completion of the Plan plus an amount equivalent to 6% of the gross amount raised from all sources in the Plan and any top up placement. Additionally, each of the underwriters will be issued with 5 million unlisted options exercisable at 10 cents with a 3 year expiry, for consideration of 0.00001 cents per option.
Eligible Shareholders/DI Holders
8. You are eligible to participate in this Plan if:
a. your registered address, as recorded in the Company's Australian register of shareholders (Australian Register), is in Australia, New Zealand or the United Kingdom as at 7.00pm (EST) on 25 November 2014 (Eligible Shareholder); or
b. your registered address, as recorded in the register of holders of depositary interests (DIs) maintained on behalf of the Company (DI Register), is in Australia, New Zealand or the United Kingdom as at 5.00pm (GMT) on 25 November 2014 (see Annexure 1) (DI Holder),
unless you hold shares on behalf of a person who resides outside Australia, New Zealand or the United Kingdom (in which case you will not be eligible to participate in respect of the shares of that person). Further, you are not eligible if you are a "U.S. person" (as defined in Regulation S under the US Securities Act of 1933, as amended) (US Person) or are acting for the account or benefit of a US Person.
9. Oilex has determined that it is not practical for holders of Oilex Shares with addresses on the share register in jurisdictions other than Australia, New Zealand and the United Kingdom to participate in this Plan.
10. Eligible Shareholders or DI Holders can only apply for New Shares up to the Maximum Amount under this Plan. Oilex has the absolute discretion to scale back applications as set out in paragraph 46.
Custodian
11. Eligible Shareholders or DI Holders who hold Oilex shares or DIs as a custodian, depositary, trustee or nominee (Custodian) may participate on behalf of each beneficiary on whose behalf the Custodian or DI Holder is holding Oilex Shares or DIs, subject to providing us with a certificate in accordance with paragraph 54.d.
12. To the extent that a Custodian holds Oilex shares or DIs on behalf of a beneficiary resident outside Australia, New Zealand and the United Kingdom, it is the responsibility of the Custodian to ensure that any acceptance complies with all applicable foreign laws.
Joint holders/joint beneficiaries
13. If two or more persons are registered on the Australian Register or the DI Register as jointly holding Oilex shares or DIs, they are taken to be a single registered holder of Oilex shares or DIs and a certification given by any of them is taken to be a certification given by all of them.
Application procedure for New Shares
Eligible Shareholders
14. If you wish to apply for New Shares under this Plan, you must either:
a. provided you are not a Custodian, pay by BPAY, using an Australian bank account, in accordance with the instructions on the Application Form to ensure cleared funds are received by the Closing Date. If paying by BPAY you do not need to return the Application Form; or
b. complete the enclosed Application Form and forward it with a cheque, bank draft or money order to Oilex Ltd drawn on an Australian Bank and in Australian dollars for the correct amount in accordance with the instructions on the Application Form.
15. Where you are paying by cheque, bank draft or money order, the completed Share Purchase Plan Application Form, together with the cheque, bank draft or money order must be returned to the Australian Share Registry:
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross WA 6153
Australia
(Share Registry) no later than 8.00pm (EST) on 12 December 2014.
NOTE:
By using BPAY facility to apply for New Shares, you represent that the total of the application price for the following does not exceed $15,000:
a. the New Shares you are applying for;
b. any other shares you are applying for under this Plan, or shares or interests in the class issued under a similar arrangement in the 12 months before this application;
c. any other shares or interests in the class which you have instructed a Custodian to acquire on your behalf under this Plan; and
d. any other shares or interests in the class issued to a Custodian under an arrangement similar to this Plan in the 12 months before this application as a result of you instructing the Custodian or another Custodian which resulted in you holding a beneficial interest in the shares or interests.
Payment by BPAY may not be processed and may be invalid if it has not been received by the Company by 8.00pm (EST) on 12 December 2014. You should be aware that the BPAY system closes at 5.00pm (EST) and your financial institution may implement earlier cut-off times with regard to electronic payment. You should therefore take this into consideration when making payment.
DI Holders
16. If you are a DI Holder and you wish to apply for New Shares under this Plan:
a. you must complete the enclosed Application Form and forward it with a cheque, bank draft or money order to CIS PLC re: Oilex Ltd Share Purchase Plan drawn on a United Kingdom bank and in British Pounds for the correct amount in accordance with the instructions on the Application Form so that it is received prior to the close of the Offer on the Closing Date (as applicable to a DI Holder); and
b. return the completed Share Purchase Plan Application Form, together with the cheque or bank draft to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so as to arrive as soon as possible and in any event so as to be received no later than 11.00am (GMT) on 12 December 2014.
17. If you wish to settle in CREST, you must provide your participant ID and member account ID. For more information regarding the CREST system, please refer to paragraph 39.
General
18. Late applications will only be accepted at the discretion of the Directors. In addition the Directors reserve the right to extend the Closing Date (at their sole discretion).
19. In determining whether you wish to participate in this Offer you should seek personal financial and/or taxation advice referable to your own circumstances.
20. Do not forward cash. Cheques, bank drafts and money orders should be made payable to "Oilex Ltd". Receipts for payment will not be issued.
21. Any application money received in excess of the amount required for the number of New Shares you successfully apply for will be refunded to you without interest.
22. Oilex reserves the right to reject any application for New Shares under this Plan, including any that it believes do not comply with these Terms and Conditions, ASIC policy, the ASX Listing Rules or the AIM Rules for Companies (AIM Rules).
Issue price
23. The issue price for New Shares will be as follows:
a. For the purposes of the Eligible Shareholders, the price which is a 20% discount to the volume weighted average market price of Shares in the Company on the ASX traded during the previous five trading days prior to the issue date of the New Shares, rounded to the nearest 0.1 cent; and
b. For the purposes of the DI Holders, the British Pound equivalent of the issue price calculated under paragraph 23(a), based on an A$:GBP exchange rate of 0.5500, being the prevailing rate as at 21 November 2014, the last practical date prior to the date of this document.
24. Oilex's share price may rise or fall between the date of this Offer and the date when New Shares are allotted and issued to you under this Plan. This means that the price you pay per New Share pursuant to this Offer may be either higher or lower than the Oilex share price at the time of the Offer or at the time the New Shares are issued and allotted to you under this Plan.
25. Eligible Shareholders or DI Holders may apply for up to the Maximum Amount of New Shares under this Plan. The following options to acquire New Shares under this Plan are available:
a. $2,000 (GBP 1,100)
b. $5,000 (GBP 2,750)
c. $10,000 (GBP 5,500)
d. $15,000 (GBP 8,250)
26. The number of New Shares which the Eligible Shareholders or DI Holders will be entitled to will depend on the issue price, as calculated under paragraph 23 this Plan (as applicable).
27. The number of shares or depositary interests will be calculated by the following formula:
Where:
a = the relevant subscription amount
b = the issue price
c = the number of New Shares to be issued
28. No fraction of New Shares will be issued. The number of New Shares is rounded down to the nearest whole number after dividing the dollar amount by the issue price and the residual balance will form part of the assets of the Company or (in the event of a scale back) will be returned to you along with the refund you receive from the scale back.
Participation is optional
29. Participation in this Plan is entirely optional (subject to the eligibility criteria set out in these Terms and Conditions). The Offer to acquire New Shares is not a recommendation.
30. If you do not wish to accept this Offer, you do not need to take any action.
31. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this Offer.
Issue date
32. The New Shares will be issued on or around 22 December 2014, or as soon as possible after that date.
33. Allotment confirmations will be despatched on or around the date of issue of the New Shares.
No transfer
34. This Offer is non-renounceable and non-transferable and, therefore, Eligible Shareholders or DI Holders cannot transfer their right to purchase New Shares under this Plan to a third party.
Brokerage and transaction costs
35. No brokerage or other transaction costs will apply to the acquisition of New Shares under this Plan. The only cost to you is the issue price of the New Shares as determined in accordance with paragraph 23.
36. If you are a DI Holder, you must pay the exact application monies in British pounds. If you are an Eligible Shareholder, you must pay the exact application monies in Australian dollars.
Quotation
37. Oilex will apply for New Shares issued under this Plan to be quoted on the ASX and admitted to trading on AIM, within the period prescribed by the relevant exchanges' rules.
Eligible Shareholders
38. The Company participates in the Clearing House Electronic Subregister System, known as CHESS (operated by ASX Settlement Pty Ltd (a wholly owned subsidiary of ASX)) (ASXS), in accordance with the Listing Rules and the ASXS Operating Rules. Under CHESS, you will not receive a certificate but will receive a statement of your holding of Shares. If you are broker sponsored, ASXS will send you a CHESS statement. The CHESS statement will set out the number of Shares issued under the Plan, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares. If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Security Transfer Registrars Pty Ltd and will contain the number of New Shares issued to you under the Plan and your security holder reference number.
DI Holders
39. CREST is a computerised paperless share transfer and settlement system, which allows shares and other securities including DIs to be held in electronic rather than paper form. If you elect to settle through CREST, you will not receive a certificate but you will receive a credit to your stock account in CREST for any new DIs issued relating to New Shares (subject to compliance with these Terms and Conditions). Further information and the terms and conditions applicable to holders of DIs is set out in Annexure 1.
Class Order and ASX Listing Rules compliance
40. The Offer of New Shares under this Plan is made in accordance with ASIC Class Order (CO 09/425), which grants relief from the requirement to prepare a prospectus for this Offer of New Shares, and the ASX Listing Rules.
Notice to UK shareholders
41. The Offer is only being made in the United Kingdom to persons who are of a kind described in Article 43(2) (members and creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, as at 5.00pm (GMT) on 25 November 2014.
42. The total consideration for the Offer to DI Holders or Eligible Shareholders with a registered address in the United Kingdom shall not exceed €5,000,000[3]. Therefore, in accordance with Section 85 and Schedule 11A of the Financial Services and Markets Act 2000 (UK), as amended (FSMA), this document does not constitute a prospectus for the purposes of the Prospectus Rules of the Financial Services Authority (FSA) in the United Kingdom and a copy of it has not been, and will not be, reviewed by the FSA or the UK Listing Authority.
Notice to New Zealand shareholders
43. The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
44. This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
No offer in the United States
45. If you apply to participate in the Plan, you acknowledge and agree that:
a. The New Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or any other jurisdictions in the United States, or in any other jurisdiction outside Australia, the United Kingdom and New Zealand;
b. The New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
c. You must not send copies of these Terms and Conditions or any other material relating to the Plan to any person in the Unites States or any person who is, or is acting for the account or benefit of, a US Person;
d. You must not submit an Application Form or make payment by BPAY for any person resident in the United States or elsewhere outside Australia, the United Kingdom and New Zealand or who, or is acting for the benefit of, a US Person; and
e. If you do not comply with these restrictions, it may result in violations of applicable securities laws.
Scale back of Offer
46. Oilex may in its absolute discretion allocate to you less than the number of New Shares you have applied for. Oilex expects to exercise this discretion if applications for New Shares under the Plan in aggregate exceed 30% of the number of ordinary shares in Oilex currently on issue or if the aggregate subscription amounts to DI Holders or Eligible Shareholders with a registered address in the United Kingdom exceed €5,000,0003.
47. If there is a scale back, any excess application money will be refunded to you without interest.
48. The Directors reserve the right (in their absolute discretion) to refuse an application (in whole or in part) (and if an application is refused in whole or in part, the application monies will be returned to the applicant in full without interest and the applicant's sole risk) if they consider that:
a. it is reasonable and prudent to do so;
b. the applicant is not an Eligible Shareholder or DI Holder;
c. the issue of those Shares may contravene any applicable law, rule or regulation in any jurisdiction (including without limitation the Corporations Act, the ASX Listing Rules, the AIM Rules or the FSMA) or the requirements of any regulatory or governmental body or may require further action to be taken by the Company including, without limitation, registration of Shares or the preparation of a prospectus in any jurisdiction; or
d. the applicant has not otherwise complied with these Terms and Conditions.
49. Decisions made about a scale back or refusal of an application by the Directors shall be final.
Variation and termination
50. Oilex reserves the right to amend or vary these Terms and Conditions and to suspend or terminate this Plan at any time.
51. Failure to notify shareholders or DI Holders of a change to or termination of this Plan or the non-receipt of notice will not invalidate the change or termination.
52. In the event that this Plan is terminated prior to the issue of New Shares, all application monies will be refunded. No interest will be paid on any monies returned to you.
53. If the Company changes, suspends or terminates this Plan, it will advise ASX and AIM.
Acknowledgements
54. If you apply to participate in the Plan:
a. You agree that once you have sent in your application or made your BPAY payment, you cannot withdraw or cancel your application and your application is unconditional;
b. You confirm that you are an Eligible Shareholder or DI Holder (as applicable) and that you are lawfully permitted to accept the Offer under the Plan and participate in the Plan in accordance with these Terms and Conditions and any applicable laws and specifically that you are not a US Person or acting for the account or benefit of a US Person;
c. You certify that, even if you have received more than one Offer under the Plan or received offers in more than one capacity, the aggregate application money paid by you in any capacity (except as a Custodian) for:
(a) the New Shares the subject of the application form or the BPAY payment, and
(b) any other shares issued to you, or to a Custodian on your behalf and at your instruction, under the Plan or any similar arrangement operated by the Company in the 12 months before the date we received your application,
is not more than the Maximum Amount.
d. If you are a Custodian holding DIs on behalf of DI Holders and applying for New Shares with a total application price exceeding the Maximum Amount you agree to certify to us in writing the matters required by ASIC Class Order 09/425 condition 9, in accordance with the Custodian certificate, a copy of which can be obtained from the Share Registry;
e. You agree to these Terms and Conditions and you agree not to do anything which would be contrary to the spirit, intention or purpose of the Plan;
f. You agree to be bound by the constitution of the Company;
g. You authorise the Company (and its offers or agents) to correct any error or omission in your application form and to complete the application form by inserting missing details if we elect to do so;
h. You agree that the Company may determine that your application form is valid in accordance with these Terms and Conditions, even if it is incomplete, contains errors or is otherwise defective;
i. You agree that your application is only effective when received by us and not when posted;
j. You accept the risk associated with any refund that may be sent to you by direct credit or cheque to your address shown on the Company's register;
k. You are responsible for any dishonour fees or other costs which the Company may incur if your cheque for payment is dishonoured;
l. You agree that if there is a rounding down of the number of New Shares and no scale back, any remaining balance of your payment after your allotment will form part of the assets of the Company and will not be refunded;
m. You acknowledge that no interest will be paid on any application money held pending the allotment of New Shares or subsequently refunded to you for any reason;
n. You agree that if you have previously provided the Company or the share registry with bank account details for the purposes of direct credit of dividends, any refund to be paid to you under these Terms and Conditions may be directed to that nominated account;
o. You agree that the Company and the share registry have not provided you with investment or financial product advice, and that they have no obligation to provide advice to you about your decision to apply for and buy New Shares; and
p. You agree that the Company is not liable for any exercise of its discretions referred to in these Terms and Conditions.
Governing law
55. These Terms and Conditions are governed by the laws in force in Western Australia.
Inconsistencies
56. To the extent of any inconsistency between these Terms and Conditions and Annexure 1 to these Terms and Conditions, Annexure 1 to these Terms and Conditions shall prevail.
ANNEXURE 1
DI HOLDERS
Words and expressions used in this Annexure 1 shall, unless defined herein, be as defined in the Terms and Conditions to which this annexure is attached.
1. UK Depositary Interest Holders
(a) General
Depositary Interests or DIs are interests in the underlying Shares that can be settled electronically through CREST. The legal title to the Shares is held by Computershare Investor Services PLC.
Whilst Computershare Investor Services PLCis registered as the owner of Shares in the Company (pursuant to a depositary interest deed poll in respect of the Company, the Depositary Interest Deed), it holds Shares on behalf of, and for the benefit of, the holders of DIs (DI Holders). To the extent the Offer is being made to Computershare Investor Services PLC, it is being made for the benefit of DI Holders on the Record Date and Computershare Investor Services PLC will not be entitled to participate in the Offer in its own right.
If, on the Record Date, a DI Holder is a trustee or nominee (a Nominee) holding DIs on behalf of one or more other persons (each such person, a Beneficiary):
a. the Nominee shall be entitled to submit an application for New Shares (on and subject to the Terms and Conditions) on behalf of each such Beneficiary (provided the Nominee provides to the Company satisfactory evidence of each such Beneficiary's status as a Beneficiary); and
b. the Nominee shall not be entitled to submit an application for New Shares on its own behalf unless it is a beneficiary in its own right.
Each Beneficiary may only participate once in the Offer. If the Company does not receive satisfactory evidence of a Beneficiary's status in accordance with this paragraph, an application for New Shares submitted by a Nominee on behalf such Beneficiary may not be accepted by the Company.
(b) Application
A DI Holder shall receive, in respect of any valid application which it may make under the Plan, and subject to the Terms and Conditions of the Plan, a credit to its stock account in CREST of such number of new DIs (New Depositary Interests) as is equal to the number of New Shares for which an application is made.
The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the DIs held on the Record Date by the DI Holder in respect of which the New Depositary Interests have been allocated.
DI Holders who wish to apply for some or all of their entitlements to New Depositary Interests should refer to the instructions set out in this document and the Application Form. Should you need information with regard to these procedures, please contact Computershare Investor Services PLC on +44(0) 870 707 1210. If you are a CREST Sponsored Member you should consult your CREST Sponsor if you wish to apply for New Depositary Interests as only your CREST Sponsor will be able to take the necessary action to make this application in CREST.
(c) Effect of Valid Application
A DI Holder who makes a valid application for New Depositary Interests will, in making an application:
a. pay the amount payable on application in accordance with the procedures set out in the Terms and Conditions;
b. request that the New Depositary Interests to which it is entitled be issued to it on the Terms and Conditions and subject to the constitution of the Company, the Depositary Interest Deed and the services agreement relating to DIs between the Company and Computershare Investor Services PLC; and
c. agree that all applications and contracts resulting therefrom shall be governed by, and construed in accordance with, the laws of England.
(d) Company's discretion as to Rejection and Validity of Applications
The Company may in its sole discretion treat as valid and binding an application which does not comply in all respects with the requirements as to validity set out or referred to in this document.
2. Market Claims
Applications for New Depositary Interests may only be made by a person who is a DI Holder on the Record Date (in accordance with paragraph 1 above).
3. Definitions
CRESTmeans the computerised settlement system (as defined in the Regulations) in the UK operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form;
CREST Sponsored Member means a CREST Member admitted to CREST as a sponsored member;
CREST Member means a person who has been admitted by Euroclear UK & Ireland Limited as a system-member (as defined in the Regulations); and
Regulationsmeans the Uncertificated Securities Regulations 2001, as amended from time to time.
