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Ocado Group PLC OCDO Extension of Debt Facility and Placing of Shares



  Ocado Group PLC (OCDO) - Extension of Debt Facility and Placing of Shares

RNS Number : 3962R
Ocado Group PLC
19 November 2012
 



19 November 2012

THIS ANNOUNCEMENT (INCLUDING  THE APPENDIX) IS  FOR INFORMATION PURPOSES  ONLY 
AND SHALL NOT CONSTITUTE AN OFFER TO  SELL OR ISSUE OR THE SOLICITATION OF  AN 
OFFER TO BUY, SUBSCRIBE OR  ACQUIRE ANY SECURITIES, INCLUDING PLACING  SHARES, 
IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT  (INCLUDING  THE  APPENDIX) AND  THE  INFORMATION  CONTAINED 
HEREIN IS RESTRICTED AND IS NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION,  IN 
WHOLE OR  IN PART,  DIRECTLY OR  INDIRECTLY,  IN OR  INTO THE  UNITED  STATES, 
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

                  Ocado Group PLC ("Ocado" or the "Company")
        Extension of Capex Facility and Placing of New Ordinary Shares
                   to Fund Ongoing Expansion of the Business

Summary

·      Extension of capex facility to July 2015

·      Placing to raise £35.8 million

·      Current trading  - improved  sales growth  of 13.7%  in 6  weeks to  11 
November

Introduction

Ocado announces today that the Company's existing lenders, Barclays, HSBC  and 
Lloyds, have agreed  to extend  the maturity  of the  Company's existing  £100 
million capital expenditure facility for a  further 18 months to 6 July  2015. 
The extended  facility now  comprises a  capex  term facility  of £90m  and  a 
working capital revolving credit facility of £10m.

Additionally, the Company announces that  it has received offers from  certain 
existing shareholders, including members of the Company's Board, to raise  new 
equity of £35.8 million through a placing (the "Placing") at a premium to  the 
most recent closing market price of the Company's shares.

The Placing  comprises 55,875,557  new  ordinary shares  in the  Company  (the 
"Placing Shares")  at a  price of  64 pence  per Placing  Share (the  "Placing 
Price") representing approximately  9.99 per cent.  of the Company's  existing 
issued share capital.  The Placing Price represents a premium of 5.7 per cent.
to the closing middle  market price of  60.55 pence per  ordinary share on  16 
November 2012, being the latest trading date prior to this announcement.

The Company will make a proportion of the Placing Shares available to existing
institutional shareholders in  the Company  at the Placing  Price through  the 
Bookbuild (as  defined below)  immediately following  this announcement.   The 
Placing Price and the number of Placing Shares will not change as a result  of 
the Bookbuild.

Current trading and financial background

As anticipated, growth has accelerated as the quarter has progressed. For  the 
14 weeks to  11 November  2012, Ocado  achieved year-on-year  growth in  Gross 
Sales of  11.0%.  For  the  6  weeks  to  11  November  2012,  Ocado  achieved 
year-on-year growth in Gross  Sales of 13.7%.   Weekly orders reached  140,000 
per week for the first time in November 2012.

The Company  has completed  construction  of CFC2  in Dordon,  with  equipment 
installation almost complete, and testing  underway since May 2012.  The  CFC2 
project remains in line with budget.  Subject to the successful completion  of 
testing, fulfillment of customer  orders from CFC2 is  planned to commence  in 
February 2013.  The Company expects to incur the final £46 million of  capital 
expenditure during 2013 to complete this stage of CFC2.

As at 28  October 2012,  the Company  had net debt  of £93.4  million, a  cash 
balance of  £56.0 million  and drawings  on its  existing capital  expenditure 
facility of £85.3 million.

Tim Steiner, Chief Executive Officer of Ocado, commented:

"We are delighted that  Ocado has achieved such  strong endorsement from  both 
its institutional  and other  shareholders  and its  lenders who  support  our 
confidence in our business model and growth prospects."

Duncan Tatton-Brown, Chief Financial Officer, said:

"We  have  undertaken  this  Placing  and  early  extension  of  our  existing 
facilities to  ensure that  Ocado has  the continuing  resources to  focus  on 
delivering growth through  increasing the range  and enhancing our  customers' 
shopping experience.   It  also gives  us  greater flexibility  to  invest  in 
various marketing initiatives  around the  opening of  CFC2 and  significantly 
expand our non-food offering."

Details of the Placing

The Placing is subject to the terms  and conditions set out in the  Appendix.  
Goldman  Sachs  International  and   Numis  Securities  Limited  (the   "Joint 
Bookrunners") will  today  commence  an  accelerated  bookbuild  process  (the 
"Bookbuild") in respect of  the Placing, subject to  the terms and  conditions 
set out in the Appendix.  The Placing  Shares are to be placed at the  Placing 
Price.  The book will open with immediate effect following this Announcement. 
The Bookbuild is expected to close no later than 4.30 p.m. (London time) today
but may be closed earlier or later at the discretion of the Joint  Bookrunners 
after consultation with the Company.  Allocations are at the discretion of the
Company after consultation with the Joint Bookrunners. 

The Placing Shares, when issued, will be  fully paid and will rank pari  passu 
in all respects with  the existing ordinary shares  of the Company,  including 
the right to receive all dividends  and other distributions declared, made  or 
paid after the  date of issue.   The Placing Shares  represent an increase  of 
approximately 9.99 per cent. of the  current issued ordinary share capital  of 
the Company.

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 
Services Authority  (the "FSA")  and to  be admitted  to trading  on the  main 
market for listed  securities of the  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 26  November 
2012.  The Placing is conditional, among other things, upon Admission becoming
effective.  The Placing is also conditional upon the placing agreement between
the Company  and the  Joint Bookrunners  (the "Placing  Agreement") not  being 
terminated.  The  Appendix  sets  out  further  information  relating  to  the 
Bookbuild, the terms and conditions of the Placing and the Placing Agreement.

The proceeds of the  Placing will strengthen the  Company's balance sheet  and 
support the continued growth of Ocado.

Details of the extended facility

Barclays, HSBC and Lloyds, have agreed to extend the maturity of the Company's
existing capital expenditure facility for a further 18 months to 6 July  2015. 
The extended facility comprises  a capex term facility  of £90m and a  working 
capital revolving  credit  facility of  £10m.  The extension  of  the  capital 
expenditure and working  capital facility  agreement is  conditional upon  the 
completion of the  Placing.  The  net debt:  EBITDA covenant  in the  extended 
facility is 3.5x for FY 2012 and  FY 2013, gradually reducing to 2.25x  during 
the 18 month extension period.  The EBITDA: net interest covenant is 4.0x  for 
FY 2012 and 2013, gradually increasing  to 5.0x during the 18 month  extension 
period.  There is a requirement,  for any 12 month  period in which EBITDA  is 
less than £35m, that gross debt: EBITDA shall not exceed 5.5:1.  For any FY in
which the net  debt: EBITDA  ratio exceeds  2.5:1 there  is a  cap on  capital 
expenditure which is  set above  the Company's current  expectations over  the 
extended term of the facility agreement.

This Announcement should be read in its entirety, including the Appendix.

Management Conference Call

Ocado will be hosting a conference call regarding the Placing for analysts and
investors at 08:30 a.m.  today, Monday 19 November  2012.  The details of  the 
conference call are as follows:

Time:                                                     08:30 a.m.

Dial-in Number:                                  +44 (0) 20 7784 1036

Confirmation Code:                           9422469

Please note  that participation  in the  conference call  will be  subject  to 
exclusions  for  analysts   and  investors  located   in  certain   restricted 
jurisdictions.

For further information, please contact:

Ocado Group plc
Tim Steiner, Chief Executive Officer
Duncan Tatton-Brown, Chief Financial Officer
David Hardiman-Evans, Head of Investor Relations & Corporate Finance
+44 (0) 1707 228 000

Nick Miles / Ann-marie Wilkinson / Charlotte Kirkham, M:Communications
+44 (0) 20 7920 2331

Goldman Sachs International

Phil Raper
+44 (0) 20 7774 1000

Numis Securities Limited

Alex Ham
+44 (0) 20 7260 1000

This announcement (including  the Appendix) is  for information purposes  only 
and shall not constitute an offer to  sell or issue or the solicitation of  an 
offer to buy, subscribe or  acquire any securities, including Placing  Shares, 
in any jurisdiction in which any such offer or solicitation would be unlawful.
The information  contained  herein  is  restricted and  is  not  for  release, 
publication or distribution, in whole or  in part, directly or indirectly,  in 
or into the United States, Australia, Canada, Japan, South Africa or any other
jurisdiction in  which  such release,  publication  or distribution  would  be 
unlawful.

In particular, neither this announcement (including the Appendix) nor any part
of it  is for  distribution, directly  or indirectly,  in or  into the  United 
States (including its  territories and  possessions, any State  of the  United 
States and the District of Columbia).  Neither this announcement nor any  part 
of it constitutes or forms a part of any offer or solicitation to purchase  or 
subscribe for securities in the United States, Canada, Australia, South Africa
or Japan. The Placing Shares have not been, and will not be, registered  under 
the United States Securities Act of  1933, as amended (the "Securities  Act"), 
and, subject to certain exceptions, may  not be offered, sold, transferred  or 
delivered, directly  or  indirectly,  in  or into  the  United  States  except 
pursuant to  an  exemption from,  or  in a  transaction  not subject  to,  the 
registration requirements of the Securities Act.

All offers of the Placing Shares will  be made pursuant to an exemption  under 
the Prospectus Directive from the  requirement to produce a prospectus.   This 
announcement (including the Appendix) is  being distributed to persons in  the 
United Kingdom only in circumstances in  which section 21(1) of the  Financial 
Services and Markets Act 2000, as amended ("FSMA") does not apply.

Certain statements  made in  this announcement  (including the  Appendix)  are 
forward-looking statements. Such statements are based on current  expectations 
and assumptions and are  subject to a number  of risks and uncertainties  that 
could cause actual events  or results to differ  materially from any  expected 
future events  or  results  expressed  or  implied  in  these  forward-looking 
statements. Persons  receiving  this  announcement  (including  the  Appendix) 
should  not  place  undue  reliance  on  forward-looking  statements.   Unless 
otherwise required by applicable law,  regulation or accounting standard,  the 
Company does not undertake to update or revise any forward-looking statements,
whether as a result of new information, future developments or otherwise.

No statement in this announcement (including the Appendix) is intended to be a
profit forecast and no statement in this announcement (including the Appendix)
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.

The Joint Bookrunners, each of which is authorised and regulated in the United
Kingdom by the Financial  Services Authority (the "FSA"),  are acting for  the 
Company and for no  one else in  connection with the Placing  and will not  be 
responsible to anyone  other than  the Company for  providing the  protections 
afforded to their respective  clients or for providing  advice in relation  to 
the Placing or any  other matter referred to  in this announcement  (including 
the Appendix).

The distribution  of  this  announcement  (including  the  Appendix)  and  the 
offering of the Placing Shares in  certain jurisdictions may be restricted  by 
law. No action has  been taken by  the Company or  the Joint Bookrunners  that 
would permit an offering of such shares or possession or distribution of  this 
announcement or  any other  offering or  publicity material  relating to  such 
shares in any jurisdiction where action for that purpose is required.  Persons 
into whose possession  this announcement  (including the  Appendix) comes  are 
required by the Company and the Joint Bookrunners to inform themselves  about, 
and to observe, such restrictions.

This announcement (including the Appendix) 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  the Joint Bookrunners or by any of  their 
respective affiliates or  agents as  to, or in  relation to,  the accuracy  or 
completeness of  this  announcement  (including the  Appendix)  or  any  other 
written or oral  information made available  to or publicly  available to  any 
interested party or its advisers, and any responsibility or liability therefor
is expressly disclaimed.

The price of shares  and the income from  them may go down  as well as up  and 
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons needing  advice 
should consult an independent financial adviser.

                Appendix - Terms and conditions of the Placing

                            Important information

NOT FOR RELEASE, PUBLICATION  OR DISTRIBUTION, DIRECTLY  OR INDIRECTLY, IN  OR 
INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY  OTHER 
JURISDICTION IN  WHICH  SUCH RELEASE,  PUBLICATION  OR DISTRIBUTION  WOULD  BE 
UNLAWFUL.

MEMBERS OF THE  PUBLIC ARE  NOT ELIGIBLE  TO TAKE  PART IN  THE PLACING.  THIS 
ANNOUNCEMENT AND THE APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN  ARE 
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE  ORDINARY 
ACTIVITIES INVOLVE  THEM  IN ACQUIRING,  HOLDING,  MANAGING AND  DISPOSING  OF 
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE  IN MATTERS  RELATING TO INVESTMENTS  AND (1)  IN 
MEMBER STATES  OF  THE EUROPEAN  ECONOMIC  AREA (THE  "EEA"),  ARE  "QUALIFIED 
INVESTORS" WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE
2003/71/EC AS  AMENDED (THE  "PROSPECTUS  DIRECTIVE") AND  (2) IN  THE  UNITED 
KINGDOM FALL WITHIN ARTICLE  19(5) OF THE FINANCIAL  SERVICES AND MARKETS  ACT 
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR FALL WITHIN
ARTICLE  49(2)(a)   TO  (d)   ("HIGH  NET   WORTH  COMPANIES,   UNINCORPORATED 
ASSOCIATIONS, ETC.") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND  THE APPENDIX AND THE TERMS  AND 
CONDITIONS SET OUT HEREIN (AND THE  ANNOUNCEMENT OF WHICH IT FORMS PART)  MUST 
NOT BE ACTED  ON OR RELIED  ON BY PERSONS  WHO ARE NOT  RELEVANT PERSONS.  ANY 
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE  APPENDIX 
AND THE  TERMS AND  CONDITIONS SET  OUT HEREIN  RELATES IS  AVAILABLE ONLY  TO 
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

PERSONS DISTRIBUTING THIS  APPENDIX (AND  THE ANNOUNCEMENT OF  WHICH IT  FORMS 
PART) MUST SATISFY THEMSELVES THAT IT IS  LAWFUL TO DO SO. THIS APPENDIX  (AND 
THE ANNOUNCEMENT OF WHICH IT FORMS  PART) DOES NOT ITSELF CONSTITUTE AN  OFFER 
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN OCADO GROUP PLC.

THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT  CONSTITUTE OR FORM A PART OF  ANY 
OFFER OR SOLICITATION TO  PURCHASE OR SUBSCRIBE FOR  SECURITIES IN THE  UNITED 
STATES. THERE IS NO PUBLIC  OFFERING OF SECURITIES OF  OCADO GROUP PLC IN  THE 
UNITED STATES. THE ORDINARY SHARES OF OCADO GROUP PLC HAVE NOT BEEN, AND  WILL 
NOT BE,  REGISTERED UNDER  THE US  SECURITIES  ACT OF  1933, AS  AMENDED  (THE 
"SECURITIES ACT")  AND MAY  NOT BE  OFFERED, SOLD,  TRANSFERRED OR  DELIVERED, 
DIRECTLY OR INDIRECTLY,  IN OR INTO  THE UNITED STATES  EXCEPT PURSUANT TO  AN 
EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION 
REQUIREMENTS OF THE SECURITIES ACT.

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

Terms of the Placing

By participating  in the  Placing, Placees  will be  deemed to  have read  and 
understood this announcement (including this Appendix) in its entirety, to  be 
participating, making an offer and acquiring Placing Shares (as defined below)
on the  terms  and  conditions  contained  herein  and  to  be  providing  the 
representations, warranties,  acknowledgements and  undertakings contained  in 
this Appendix.

In particular each such Placee represents, warrants and acknowledges that it:

1.      is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes  of 
its business;

2.      in the case of  a Relevant Person in a  member state of the EEA  which 
has implemented the Prospectus Directive (each a "Relevant Member State")  who 
acquires any Placing Shares pursuant to the Placing:

a.     it is a Qualified Investor; and

b.     in  the case  of  any Placing  Shares acquired  by  it as  a  financial 
intermediary, as  that  term  is  used  in  Article  3(2)  of  the  Prospectus 
Directive:

i.  the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they  been acquired with a view  to their offer or  resale 
to, persons in any Relevant Member State other than Qualified Investors or  in 
circumstances in which the  prior consent of  Goldman Sachs International  and 
Numis Securities Limited (together, the "Joint Bookrunners") has been given to
the offer or resale; or

ii. where Placing Shares have been acquired by it on behalf of persons in  any 
member state of  the EEA other  than Qualified Investors,  the offer of  those 
Placing Shares to it is not  treated under the Prospectus Directive as  having 
been made to such persons; and

3.      is acquiring the  Placing Shares for its  own account or is  acquiring 
the Placing Shares  for an  account with respect  to which  it exercises  sole 
investment discretion  and  has  the  authority to  make  and  does  make  the 
acknowledgements, representations and agreements  contained in this  Appendix, 
and that it (and any  such account) is outside the  United States, or it is  a 
dealer or other professional fiduciary in the United States holding an account
on a discretionary basis for non-US beneficial owners (other than an estate or
trust), in reliance on Regulation S under the Securities Act; or has signed or
will sign  an  investor  letter  acceptable  to  the  Company  and  the  Joint 
Bookrunners.

The distribution  of  this  announcement (including  this  Appendix)  and  the 
Placing or  issue  of the  Placing  Shares  in certain  jurisdictions  may  be 
restricted by  law.  No  action has  been  taken  by the  Company,  the  Joint 
Bookrunners 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  the Joint  Bookrunners  to 
inform themselves about and to observe any such restrictions.

In this  Appendix, unless  the context  otherwise requires,  "Placee" means  a 
person (including individuals, funds or  others) on whose behalf a  commitment 
to acquire Placing Shares has been given pursuant to the Placing.

No prospectus

No prospectus or other offering document has  been or will be submitted to  be 
approved by the FSA  in relation to the  Placing and the Placees'  commitments 
will be  made  solely  on the  basis  of  the information  contained  in  this 
announcement (including this Appendix) and any information publicly  announced 
to a Regulatory Information Service by or on behalf of the Company on or prior
to the date of this announcement (the "Publicly Available Information").  Each 
Placee, by participating in the Placing,  agrees that it has neither  received 
nor relied on any information,  representation, warranty or statement made  by 
or on behalf of any of the Joint Bookrunners or the Company other than, in the
case of the Company, the Publicly Available Information and none of the  Joint 
Bookrunners, the Company nor any person acting on any such person's behalf nor
any of their affiliates has or shall have any responsibility or liability  for 
any Placee's  decision  to participate  in  the  Placing based  on  any  other 
information, representation, warranty or  statement. Each Placee  acknowledges 
and agrees  that it  has relied  on  its own  investigation of  the  business, 
financial or other position  of the Company in  participating in the  Placing. 
Nothing in  this paragraph  shall  exclude the  liability  of any  person  for 
fraudulent misrepresentation.

Details of the Placing and the Placing Shares

The Joint  Bookrunners  have  today  entered into  a  placing  agreement  (the 
"Placing Agreement") with the Company  under which the Joint Bookrunners  have 
undertaken, on the terms and subject to the conditions set out in the  Placing 
Agreement, acting severally, to use  their reasonable endeavours as agents  of 
the Company to seek to procure placees for new ordinary shares of 2 pence each
in the Company (the "Placing Shares") at the Placing Price per Placing  Share. 
In accordance with the terms of the Placing Agreement, if Placees fail to take
up their  allocation  of  Placing  Shares at  the  Placing  Price,  the  Joint 
Bookrunners have severally (and not  jointly or jointly and severally)  agreed 
to take up such shares and the  Company agrees to allot and issue such  shares 
to the Joint Bookrunners, at the Placing Price and on the terms set out in the
Placing Agreement.

Certain shareholders in the Company have made offers, conditional, inter alia,
upon the  Placing Agreement  becoming unconditional  in all  respects and  not 
having been terminated, to acquire all the Placing Shares at the Placing Price
in the Placing.

The Company will make the  Placing Shares available to existing  institutional 
shareholders in  the  Company at  the  Placing Price  through  an  accelerated 
bookbuild process (the "Bookbuild") to be carried out by the Joint Bookrunners
immediately following this  announcement. This Appendix  gives details of  the 
terms and conditions of, and the mechanics of participation in, the  Bookbuild 
and Placing.  No commissions will be paid to Placees or by Placees in  respect 
of any Placing Shares. The Joint Bookrunners and the Company shall be entitled
to effect the Placing by  such alternative method as  they may, in their  sole 
discretion, determine.

The Placing is conditional, inter alia, upon Admission becoming effective  and 
the Placing  Agreement  not  being  terminated. It  is  anticipated  that  the 
settlement date will be 26 November 2012.

As part of the Placing, the Company has agreed that it will not issue or  sell 
any ordinary shares for a period of 180 days after Admission without the prior
written consent  of  the Joint  Bookrunners.   This agreement  is  subject  to 
certain customary exceptions and  does not prevent  the Company from  granting 
options under, and allotting and  issuing ordinary shares pursuant to  options 
granted under, the Company's  share option schemes  in accordance with  normal 
practice, or any issue of shares related to employee share schemes.

The issue of the Placing Shares is to be effected by way of a cashbox placing.
The Company will allot and issue the Placing Shares on a non-pre-emptive basis
to the Placees in consideration  for Goldman Sachs International  transferring 
its holdings  of ordinary  shares  and redeemable  preference shares  in  Weir 
Developments Limited to the Company. Accordingly, instead of receiving cash as
consideration for  the issue  of  Placing Shares,  at  the conclusion  of  the 
Placing the  Company  will  own  the  entire  issued  share  capital  of  Weir 
Developments Limited whose only  asset will be its  cash reserves, which  will 
represent an amount approximately equal to the net proceeds of the Placing.

The Placing Shares will, when issued, be credited as fully paid and will  rank 
pari passu in all respects with the existing issued ordinary shares of 2 pence
per share in  the capital of  the Company ("Ordinary  Shares"), including  the 
right to receive all dividends and other distributions declared, made or  paid 
in respect of  such Ordinary Shares  after the  date of issue  of the  Placing 
Shares.

Application for admission to listing and trading

Application will be made to the FSA for admission of the Placing Shares to the
official list maintained by  the FSA (the "Official  List") and to the  London 
Stock Exchange  plc for  admission to  trading of  the Placing  Shares on  the 
London  Stock  Exchange's   Main  Market  for   listed  securities   (together 
"Admission").

It is  expected  that Admission  will  become effective  at  8:00 a.m.  on  26 
November 2012 and  that dealings  in the Placing  Shares on  the London  Stock 
Exchange plc's Main  Market for listed  securities will commence  at the  same 
time.

Bookbuild

The Joint Bookrunners  will today  commence the Bookbuild  to enable  existing 
institutional shareholders in  the Company  to acquire Placing  Shares at  the 
Placing Price in the Placing.

Participation in, and Principal Terms of, the Placing

1.     Goldman Sachs International and Numis Securities Limited are acting  as 
Joint Bookrunners and agents of the Company.

2.     Participation in the Placing will only be available to persons who  may 
lawfully be, and are, invited to participate by the Joint Bookrunners.

3.     By participating in the Bookbuild and the Placing, prospective  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.     To  participate  in  the  Placing,  Placees  should  communicate  their 
interest  by  telephone  to  their  usual  sales  contact  at  Goldman   Sachs 
International or  Numis Securities  Limited.  Each such  communication  should 
state the number  of Placing  Shares which  the prospective  Placee wishes  to 
acquire at  the  Placing  Price.  Offers  may be  scaled  down  by  the  Joint 
Bookrunners on the basis referred to in  paragraph 8 below. Each of the  Joint 
Bookrunners is arranging the  Placing severally, and  not jointly, or  jointly 
and severally, as agent of the Company.

 

5.     The Bookbuild  is expected  to close no  later than  4:30 p.m.  (London 
time) on 19 November 2012 but may be closed earlier or later at the discretion
of the Joint Bookrunners  following consultation with  the Company. The  Joint 
Bookrunners may,  in  agreement  with  the Company,  accept  offers  that  are 
received after the Bookbuild has closed.

6.      Each  prospective  Placee's  allocation  will  be  determined  at  the 
discretion of the  Company following consultation  with the Joint  Bookrunners 
and will be confirmed orally by the relevant Joint Bookrunner, as agent of the
Company, as soon  as practicable  following the  close of  the Bookbuild.  The 
relevant  Joint  Bookrunner's  oral   confirmation  of  an  allocation   shall 
constitute an irrevocable  legally binding  commitment upon  that person  (who 
will at that point become a Placee) in favour of the relevant Joint Bookrunner
and the Company to acquire the number of Placing Shares allocated to it at the
Placing Price on  the terms  and subject  to the  conditions set  out in  this 
Appendix and the Company's Articles of Association.

7.     Each prospective Placee's allocation  and commitment will be  evidenced 
by a trade confirmation issued to such Placee by Goldman Sachs  International. 
The terms of this Appendix will be deemed incorporated by reference therein.

8.     Subject to paragraphs 4 and  5 above, the Joint Bookrunners may  choose 
to accept offers,  either in whole  or in  part, on the  basis of  allocations 
determined at their discretion and may scale down any offers for this  purpose 
on such  basis  as  they  may  determine.  The  Joint  Bookrunners  may  also, 
notwithstanding paragraphs 4 and 5 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.

9.     An offer to acquire Placing Shares in the Bookbuild will be made on the
terms and  subject to  the conditions  in this  Appendix and  will be  legally 
binding on the Placee  on behalf of which  it is made in  favour of the  Joint 
Bookrunners and the  Company and  except with the  Joint Bookrunners'  consent 
will not be  capable of variation  or revocation  after the time  at which  it 
submitted. Each  Placee  will have  an  immediate, separate,  irrevocable  and 
binding obligation, owed to Goldman Sachs International, as principal, to  pay 
to it (or as it may direct) in cleared funds an amount equal to the product of
the Placing Price and the number of  Placing Shares such Placee has agreed  to 
acquire and the Company has agreed to allot and issue to that Placee.

10.  Irrespective of the  time at which a  Placee's allocation(s) pursuant  to 
the Placing  is/are  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".

11.   All obligations under the Bookbuild  and the Placing will be subject  to 
fulfilment of  the  conditions referred  to  below under  "Conditions  of  the 
Placing" and to  the Placing  not being terminated  on the  basis referred  to 
under "Termination of the Placing".

12.  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.

13.  To the fullest extent permissible  by law, none of the Joint  Bookrunners 
nor any of their  affiliates shall have  any liability to  Placees (or to  any 
other  person  whether  acting  on  behalf  of  a  Placee  or  otherwise).  In 
particular, neither of the Joint Bookrunners nor any of their affiliates shall
have any responsibility or liability (including, to the extent permissible  by 
law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the
Bookbuild or of such alternative method of effecting the Placing as the  Joint 
Bookrunners and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note  or electronic  confirmation which  will confirm  the number  of 
Placing Shares allocated  to them  and the aggregate  amount owed  by them  to 
Goldman Sachs International.  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 which  they 
have in  place with  Goldman Sachs  International.  Payment  in full  for  any 
Placing Shares so allocated at the Placing Price must be made by no later than
midday on 26 November 2012.  Settlement of transactions in the Placing  Shares 
following Admission will take place within the CREST system.

It is expected that  settlement will be  on 26 November 2012  on a T+5  basis. 
Settlement will be on  a delivery versus  payment basis. In  the event of  any 
difficulties or delays in the admission of the Placing Shares to CREST or  the 
use of CREST in relation to the Placing, the Company and the Joint Bookrunners
may agree that the Placing Shares  should be issued in certificated form.  The 
Joint Bookrunners  reserve the  right to  require settlement  for the  Placing 
Shares, and to deliver the Placing Shares  to Placees, by such other means  as 
they deem necessary if  delivery or settlement to  Placees is not  practicable 
within  the  CREST  system  or   would  not  be  consistent  with   regulatory 
requirements in a Placee's jurisdiction.

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

If Placees do not comply with their obligations the Joint Bookrunners may sell
their Placing Shares on their behalf  and retain from the proceeds, for  their 
own account and benefit, an  amount equal to the  Placing Price of each  share 
sold plus  any interest  due. Placees  will, however,  remain liable  for  any 
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
their Placing  Shares on  their behalf.  By communicating  a bid  for  Placing 
Shares, each Placee confers on the Joint Bookrunners all such authorities  and 
powers necessary to carry out such sale  and agrees to ratify and confirm  all 
actions which the Joint Bookrunners lawfully takes in pursuance of such sale.

If Placing Shares  are to  be delivered to  a custodian  or settlement  agent, 
Placees must ensure that, upon receipt,  the contract note or 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. Placees  will not  be entitled  to 
receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

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

a.     Admission occurring by no later than 8:00 a.m. on 26 November 2012  (or 
such later time or date as the Company and the Joint Bookrunners may agree  in 
writing);

b.     the  Company having  complied with  all of  its obligations  under  the 
Placing Agreement to  the extent the  same fall to  be performed or  satisfied 
prior to  Admission, (if  the  effect of  non-compliance  is material  in  the 
context of the  Placing (in  the opinion of  either of  the Joint  Bookrunners 
acting in good faith); and

c.     the warranties in the Placing Agreement being true and accurate and not
misleading on and as  of the date  thereof on the date  of Admission (in  each 
case as though they had been given and made at all such times by reference  to 
the facts and circumstances then subsisting).

If any of the conditions set out in the Placing Agreement is not fulfilled or,
where permitted, waived in accordance with  the Placing Agreement by the  time 
and date specified or referred to therein  (or such later time or date as  the 
Company and the  Joint Bookrunners  may agree  in writing),  the Placing  will 
lapse and the  Placee's rights and  obligations shall cease  and terminate  at 
such time and each Placee agrees that no claim can be made by or on behalf  of 
the Placee (or any  person on whose  behalf the Placee  is acting) in  respect 
thereof.

By participating  in the  Placing,  each Placee  agrees  that its  rights  and 
obligations cease and terminate only in the circumstances described above  and 
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.

The Joint Bookrunners  may, at their  discretion and upon  such terms as  they 
think fit, waive fulfilment  of all or  any of the  conditions in the  Placing 
Agreement or extend the time provided for fulfilment of any such conditions in
respect of  all or  any part  of the  performance thereof,  save that  certain 
conditions may not  be waived. Any  such extension or  waiver will not  affect 
Placees' commitments as set out in this Appendix.

Neither of the Joint Bookrunners nor  any of their affiliates nor the  Company 
shall have any  responsibility or  liability to any  Placee (or  to any  other 
person whether acting on behalf  of a Placee or  otherwise) in respect of  any 
decision any of them may make as to  whether or not to waive or to extend  the 
time and/or date for the satisfaction of any condition to the Placing nor  for 
any decision any of them may make  as to the satisfaction of any condition  or 
in respect of the Placing generally.

Termination of the Placing

Prior to Admission, either  of the Joint  Bookrunners may, after  consultation 
with the Company, by notice to the Company terminate the Placing Agreement if,
in the opinion of either  Joint Bookrunner, acting in  good faith, any of  the 
following circumstances occurs:

a.     the  Company fails  to comply  with any  of its  obligations under  the 
Placing Agreement which  fall to  be performed  prior to  Admission where  the 
effect of such failure is, in the opinion of either of the Joint  Bookrunners, 
acting in good faith, material in the context of the Placing and Admission;

b.     an  event occurs  which, if  the warranties  contained in  the  Placing 
Agreement were repeated immediately after that event, would make any of  those 
warranties untrue,  incorrect or  misleading in  any material  respect in  the 
context of the  Placing and Admission,  as determined by  either of the  Joint 
Bookrunners (acting in good faith) or there is a breach of any such warranty;

c.     any of the conditions to the placing contained in the Placing Agreement
have not been satisfied or  waived by the Joint  Bookrunners or any matter  or 
circumstance arises as a result of  which there is no reasonable prospect,  in 
the opinion of either of the Joint Bookrunners, acting in good faith, that all
of the conditions to the placing will be satisfied, or will become capable  of 
being satisfied  or  waived,  at  the required  time(s)  and  continue  to  be 
satisfied or waived at Admission;

d.     in  the opinion  of either  of the  Joint Bookrunners,  acting in  good 
faith, there has  occurred since the  date of the  Placing Agreement: (i)  any 
material  adverse  change;  (ii)  any  change  or  development  in  financial, 
political (including  an outbreak  or  escalation of  hostilities or  acts  of 
terrorism), economic  or market  controls in  the United  Kingdom, the  United 
States, any Member State  of the European Economic  Area, or elsewhere;  (iii) 
any change or development involving a prospective change in taxation adversely
affecting the Company, the Placing Shares  or the transfer of shares; or  (iv) 
any other calamity  or crisis,  in each of  the scenarios  described above  as 
would, in  the opinion  of either  of the  Joint Bookrunners,  acting in  good 
faith, make it inadvisable or impracticable to proceed with the Placing or the
distribution of the Placing  Shares or dealings in  the Placing Shares in  the 
secondary market;

e.     in  the opinion  of either  of the  Joint Bookrunners,  acting in  good 
faith, since the date of the Placing Agreement: (i) trading in any  securities 
of the Company has  been suspended or materially  limited by the London  Stock 
Exchange ("LSE") or on any exchange or  over the counter market or markets  on 
which the Company's securities are traded;  (ii) trading generally on the  LSE 
has been suspended  or materially limited;  or (iii) the  minimum and  maximum 
prices for trading in securities have been fixed, or maximum ranges for prices
have been required, by the LSE or any of the aforesaid exchanges or markets on
which the Company's securities are traded or by any governmental authority; or

f.      in the  opinion of  either of the  Joint Bookrunners,  acting in  good 
faith, there has been, since the date of the Placing Agreement: (i) a  general 
moratorium  on  commercial  banking   activities  declared  by  the   relevant 
authorities in the  United Kingdom, a  Member State of  the European  Economic 
Area, the United States or  New York State; or  (ii) a material disruption  in 
commercial banking or securities settlement or clearing services in the United
Kingdom, any Member State of the European Economic Area or the United States.

If the  Placing Agreement  is terminated  in accordance  with its  terms,  the 
rights and obligations of each Placee  in respect of the Placing as  described 
in this announcement (including  this Appendix) shall  cease and terminate  at 
such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each  Placee agrees with the Company and  the 
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of  termination or  any other right  or other  discretion under  the 
Placing Agreement shall be  within the absolute discretion  of the Company  or 
the Joint Bookrunners (as the  case may be) and  that neither the Company  nor 
the Joint Bookrunners need make any reference to such Placee and that  neither 
the Company,  the Joint  Bookrunners nor  any of  their respective  affiliates 
shall have any  responsibility or liability  to such Placee  (or to any  other 
person whether  acting on  behalf  of a  Placee  or otherwise)  whatsoever  in 
connection with any such exercise.

By participating  in the  Placing,  each Placee  agrees  that its  rights  and 
obligations terminate only in the  circumstances described above and will  not 
be capable of rescission or termination  by it after oral confirmation by  the 
Joint Bookrunners following the close of the Placing.

Representations and Further Terms

By participating  in the  Placing,  each prospective  Placee (and  any  person 
acting on such Placee's behalf) represents, warrants, acknowledges and  agrees 
(for itself and for any such prospective Placee) that:

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

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

3.     neither  of the  Joint Bookrunners  nor the  Company nor  any of  their 
affiliates nor any person acting  on behalf of any  of them has provided,  and 
will not provide,  it with any  material regarding the  Placing Shares or  the 
Company or any other person other than this announcement which is  exclusively 
the responsibility of the  Company; nor has it  requested either of the  Joint 
Bookrunners, the Company,  any of  their affiliates  or any  person acting  on 
behalf of any of them to provide it with any such information;

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

5.     (i) it has made its own  assessment of the Company, the Placing  Shares 
and the terms  of the Placing  based on Publicly  Available Information,  (ii) 
none of the Joint Bookrunners, their respective affiliates or the Company  has 
made any  representation  to it,  express  or  implied, with  respect  to  the 
Company, the Placing or  the Placing Shares or  the accuracy, completeness  or 
adequacy of the Publicly Available Information and (iii) it has conducted  its 
own investigation  of  the  Company,  the  Placing  and  the  Placing  Shares, 
satisfied itself that  the information  is still  current and  relied on  that 
investigation for the purposes of its decision to participate in the Placing;

6.      the  content  of  this  announcement  (including  this  Appendix)   is 
exclusively the responsibility of  the Company and that  neither of the  Joint 
Bookrunners nor any person acting on behalf of them nor any of the  affiliates 
of any such person is responsible for  or has or shall have any liability  for 
any information or representation  relating to the  Company contained in  this 
announcement or  the  Publicly Available  Information  nor will  it  have  any 
responsibility or liability for  any Placee's decision  to participate in  the 
Placing based  on  any  information,  representation,  warranty  or  statement 
contained  in  this  announcement,  the  Publicly  Available  Information   or 
otherwise. Nothing in this Appendix shall exclude any liability of any  person 
for fraudulent misrepresentation;

7.     that either of the Joint Bookrunners  may, subject to the terms of  the 
Placing Agreement  and  in accordance  with  applicable legal  and  regulatory 
provisions, engage in transactions  in relation to the  Placing Shares or  the 
Ordinary Shares and/or related instruments for its own account for the purpose
of hedging its underwriting exposure or  otherwise and, except as required  by 
applicable law or regulation, the Joint  Bookrunners will not make any  public 
disclosure in relation to such transactions;

8.     it is not, and at the time the Placing Shares are acquired will not be,
a resident of Australia, Canada, South Africa or Japan, and (i) each of it and
the beneficial owner of  the Placing Shares  is, and at  the time the  Placing 
Shares are  acquired will  be, outside  the United  States and  acquiring  the 
Placing Shares in  an 'offshore transaction'  in accordance with  Rule 903  or 
Rule 904 of Regulation S under the Securities Act or (ii) the entity acquiring
the Placing Shares has  signed or will sign  an investor letter acceptable  to 
the Company and the Joint Bookrunners;

9.     the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified,  for offer and sale nor will  a 
prospectus be  cleared in  respect of  any  of the  Placing Shares  under  the 
securities laws of Australia,  Canada, South Africa or  Japan and, subject  to 
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within Australia, Canada, South Africa
or Japan;

10.  it and, if  relevant, each person on  whose behalf it is  participating:  
(i) is entitled to  acquire Placing Shares pursuant  to the Placing under  the 
laws of all relevant jurisdictions; (ii)  has fully observed such laws;  (iii) 
has capacity  and authority  and is  entitled to  enter into  and perform  its 
obligations as an acquirer of Placing Shares and will honour such obligations;
and (iv)  has  obtained all  necessary  consents and  authorities  (including, 
without limitation, in the case of a person acting on behalf of a Placee,  all 
necessary consents and authorities to agree  to the terms set out or  referred 
to in this Appendix) to enable it to enter into the transactions  contemplated 
hereby and to perform its obligations in relation thereto;

11.   that the  Joint Bookrunners:  (i) have absolute  discretion: (A)  acting 
jointly, as to  whether to enforce,  waive, vary  or extend the  time for  the 
exercise of  any  conditions, obligations,  undertakings,  representations  or 
warranties in the  Placing Agreement; and  (B) acting separately  and in  good 
faith, as  to whether  to  terminate their  respective obligations  under  the 
Placing Agreement; (ii) shall have no  obligation to: (A) consult with it;  or 
(B) act in furtherance of or otherwise take its interests into account; or (C)
seek its consent in each case regarding any determination whether to take  any 
of the steps necessary in sub-clause (i) above or to exercise any other  right 
or discretion given  to them or  which they are  entitled to exercise  whether 
under the Placing  Agreement or  otherwise. For  the avoidance  of doubt,  but 
without limiting the generality  of the foregoing,  the Joint Bookrunners  (i) 
are entitled to act  in furtherance of and  otherwise take into account  their 
own interests when determining whether to take or taking any of the steps  set 
out in sub-clause (i) above or deciding whether to exercise or exercising  any 
other right or discretion given to them or which they are entitled to exercise
whether under the Placing Agreement or otherwise; and (ii) are not acting in a
fiduciary or advisory  capacity with respect  to it or  its interests and,  as 
such, owe  it  no obligations  of  any  nature whatsoever,  other  than  those 
expressly set out in  this letter; and (iii)  shall have no responsibility  or 
liability to it  in relation  to the taking  of any  of the steps  set out  in 
sub-clause (i) above or the exercise of any other right or discretion given to
them or  which  they  are  entitled to  exercise  whether  under  the  Placing 
Agreement or  otherwise (other  than liability  arising out  of the  fraud  or 
wilful default of the Joint Bookrunners);

12.  the Placing Shares have not been,  and will not be, registered under  the 
Securities Act and, subject to certain  exceptions, may not be offered,  sold, 
transferred or delivered, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not subject to,  the 
registration requirements of the Securities Act  and it will not offer,  sell, 
pledge or  otherwise  transfer  the  Placing  Shares  except  pursuant  to  an 
exemption  from,  or  in  a  transaction  to  subject  to,  the   registration 
requirements of the  Securities Act  and in any  case in  accordance with  all 
applicable securities laws of the United States and any state or  jurisdiction 
of the United States;

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

14.  it  will not  distribute, forward,  transfer or  otherwise transmit  this 
Appendix, or  any  other  presentational or  other  materials  concerning  the 
Placing in or into the United States (including electronic copies thereof)  to 
any person, and it  has not distributed,  forwarded, transferred or  otherwise 
transmitted any such materials to any person;

15.  neither of the  Joint Bookrunners, nor any  of their affiliates, nor  any 
person acting on behalf of any  such person, is making any recommendations  to 
it, advising it  regarding the suitability  of any transactions  it may  enter 
into in connection with the Placing  and that participation in the Placing  is 
on the basis that it is  not and will not be a  client of either of the  Joint 
Bookrunners and that the Joint Bookrunners have no duties or  responsibilities 
to a Placee for providing protections afforded to their respective clients  or 
for providing protections afforded to their clients under the rules of the FSA
or for providing  advice in  relation to  the Placing  nor in  respect of  any 
representations, warranties,  undertakings  or indemnities  contained  in  the 
Placing Agreement nor for the exercise  or performance of any of their  rights 
and  obligations  thereunder  including  any  rights  to  waive  or  vary  any 
conditions or exercise any termination right;

16.  it (and any person acting on  its behalf) will make payment to the  Joint 
Bookrunners in accordance with the  terms and conditions of this  announcement 
(including this Appendix) on the due time  and date set out in this  Appendix, 
failing which the relevant  Placing Shares may be  placed with others on  such 
terms as  the Joint  Bookrunners  may in  their discretion  determine  without 
responsibility or liability to  the Placee and it  will remain liable for  any 
shortfall below 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 (including this Appendix))  which 
may arise upon the sale of such Placee's Placing Shares on its behalf;

17.  its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares  which it will  be entitled, and  required, to acquire,  and 
that the Company may call upon it to acquire a lower number of Placing  Shares 
(if any), but in no event in aggregate more than the aforementioned maximum;

18.  no action  has been or  will be taken  by any of  the Company, the  Joint 
Bookrunners or  any  person acting  on  behalf of  the  Company or  the  Joint 
Bookrunners that  would, or  is intended  to,  permit a  public offer  of  the 
Placing Shares in any country or  jurisdiction where any such action for  that 
purpose is required;

19.  the person  who it specifies  for registration as  holder of the  Placing 
Shares will be (i) itself or (ii) its  nominee, as the case may be. The  Joint 
Bookrunners and the Company will not be responsible for any liability to stamp
duty or  stamp duty  reserve tax  resulting  from a  failure to  observe  this 
requirement. It  (and any  person  acting on  its  behalf) agrees  to  acquire 
Placing Shares pursuant to  the Placing and to  indemnify the Company and  the 
Joint Bookrunners on the basis that the  Placing Shares will be allotted to  a 
CREST stock account  of one of  the Joint  Bookrunners who will  hold them  as 
nominee on  behalf of  the  Placee until  settlement  in accordance  with  its 
standing settlement instructions with it;

20.  the  allocation, allotment,  issue  and delivery  to  it, or  the  person 
specified by it for  registration as holder, of  Placing Shares will not  give 
rise to a stamp duty or stamp duty  reserve tax liability under (or at a  rate 
determined under) any of  sections 67, 70,  93 or 96 of  the Finance Act  1986 
(depository receipts  and clearance  services)  and that  it, and  the  person 
specified by it for registration as holder of Placing Shares (if relevant), is
not participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue  or delivery of Placing Shares  would 
give rise to such a liability;

21.  (i) if  in the United  Kingdom, it and  any person acting  on its  behalf 
falls within Article 19(5) and/or 49(2)(a) - (d) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and  undertakes 
that it will acquire, hold, manage and (if applicable) dispose of any  Placing 
Shares that are allocated to it for the purposes of its business only and (ii)
it and any person acting on its  behalf is entitled to acquire Placing  Shares 
comprised in its allocation under the laws of all relevant jurisdictions which
apply to  it  and that  it  has fully  observed  such laws  and  obtained  all 
governmental and other consents which may be required thereunder and  complied 
with all necessary formalities;

22.  it has not offered or sold and will not offer or sell any Placing  Shares 
to persons in the  United Kingdom prior to  Admission except to persons  whose 
ordinary activities involve them in acquiring, holding, managing or  disposing 
of investments (as principal or agent)  for the purposes of their business  or 
otherwise in circumstances which have not  resulted and which will not  result 
in an offer to the public in the United Kingdom within the meaning of  section 
85 (1) of FSMA;

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

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

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

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

27.  it has complied with its obligations in connection with money  laundering 
and terrorist financing under  the Proceeds of Crime  Act 2002, the  Terrorism 
Act 2000, and the Money Laundering Regulations 2007 (the "Regulations")  (each 
as amended)  and,  if  making  payment  on  behalf  of  a  third  party,  that 
satisfactory evidence  has been  obtained and  recorded by  it to  verify  the 
identity of the third party as required by the Regulations;

28.  it has knowledge and experience in financial, business and  international 
investment matters  as  is  required  to evaluate  the  merits  and  risks  of 
acquiring  for  the  Placing  Shares.  It  further  acknowledges  that  it  is 
experienced in investing in securities of this nature and (i) is aware that it
may be required to  bear, and is able  to bear, the economic  risk of, and  is 
able to sustain a complete loss in connection with the Placing, (ii) will  not 
look to the  Joint Bookrunners for  all or any  part of any  such loss it  may 
suffer, and (iii) has no need for liquidity with respect to its investment  in 
the Placing Shares. It has relied  upon its own examination and due  diligence 
of the Company  and its  associates taken  as a whole,  and the  terms of  the 
Placing, including the merits and risks involved;

29.  its commitment to acquire Placing Shares on the terms set out herein  and 
in the  contract  note  or  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 the Company's conduct of the Placing;

30.  the Company, the  Joint Bookrunners and others  will rely upon the  truth 
and accuracy of  the foregoing  representations, warranties,  acknowledgements 
and agreements, which are irrevocable;

31.  the Placing Shares  will be issued  to Placees subject  to the terms  and 
conditions of this Appendix; and

32.  this Appendix and all documents into which this Appendix is  incorporated 
by reference  or  otherwise validly  forms  a part  will  be governed  by  and 
construed in accordance  with English  law. All agreements  to acquire  shares 
pursuant to the Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that  proceedings 
may be taken by the  Company or the Joint  Bookrunners in any jurisdiction  in 
which the relevant Placee  is incorporated or in  which any of its  securities 
have a quotation on a recognised stock exchange.

By participating in the  Placing, each Placee (and  any person acting on  such 
Placee's behalf) agrees to indemnify on  an after-tax basis and hold  harmless 
the Company  and  the  Joint  Bookrunners 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.

Please also  note that  the agreement  to allot  and issue  Placing Shares  to 
Placees (or the persons for whom  Placees are contracting as nominee) free  of 
stamp duty  and  stamp duty  reserve  tax in  the  UK relates  only  to  their 
allotment and issue to  Placees, or such persons  as they nominate, direct  by 
the Company. Such  agreement assumes  that the  Placing Shares  are not  being 
acquired in connection with  arrangements to issue  depositary receipts or  to 
transfer the Placing Shares into a  clearance service. If there were any  such 
arrangements, or  the settlement  related  to other  dealings in  the  Placing 
Shares, stamp duty or stamp duty reserve tax may be payable, for which neither
the Company nor  the Joint Bookrunners  would be responsible.  If this is  the 
case, it would  be sensible  for Placees  to take  their own  advice and  they 
should notify the relevant Joint Bookrunner accordingly. In addition,  Placees 
should note that they will be liable for any capital duty, 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 acquisition by  them 
of any Placing Shares or the agreement  by them to acquire any Placing  Shares 
and each Placee, or the Placee's nominee, in respect of whom (or in respect of
the person  for  whom it  is  participating in  the  Placing as  nominee)  the 
allocation, allotment, issue or delivery of  Placing Shares has given rise  to 
such non-UK stamp,  registration, documentary,  transfer or  similar taxes  or 
duties undertakes to  pay such taxes  and duties, including  any interest  and 
penalties (if applicable), forthwith  and to indemnify  on an after-tax  basis 
and to hold harmless the Company and  the Joint Bookrunners in the event  that 
any of  the  Company  and/or  the Joint  Bookrunners  has  incurred  any  such 
liability to such taxes or duties.

The representations, warranties,  acknowledgements and undertakings  contained 
in this Appendix are  given to the  Company and to  each Joint Bookrunner  for 
itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of a Placee acknowledges that none
of the  Joint Bookrunners  owes fiduciary  or other  duties to  any Placee  in 
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.

Each Placee  and any  person acting  on behalf  of a  Placee acknowledges  and 
agrees that each  of the Joint  Bookrunners may (at  its absolute  discretion) 
satisfy its obligations  to procure  Placees by  itself agreeing  to become  a 
Placee in respect of some  or all of the Placing  Shares or by nominating  any 
connected or associated person to do so.

When a Placee  or any  person acting  on behalf of  a Placee  is dealing  with 
either of the Joint Bookrunners, any money  held in an account with any  Joint 
Bookrunner on behalf of that Placee and/or any person acting on behalf of that
Placee will not be treated as client money within the meaning of the  relevant 
rules and regulations of the Financial Services Authority which therefore will
not require the Joint Bookrunners to segregate such money, as that money  will 
be held by it under a banking relationship and not as trustee.

All times and  dates in  this announcement may  be subject  to amendment.  The 
Joint Bookrunners will notify Placees and any persons acting on behalf of  the 
Placees of any changes.

Notwithstanding  anything  in  the  foregoing,  the  Company  and  the   Joint 
Bookrunners reserve the right to deal  with persons in the United Kingdom  who 
are not Relevant Persons if such persons satisfy them that they may  otherwise 
lawfully participate in the Placing.

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
MSCFFLEDAFESELF -0- Nov/19/2012 07:00 GMT
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