RNS Number:4777N
AssetCo PLC
07 February 2008
For Immediate Release 7 February 2008
AssetCo plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL
Trading update and cash placing to raise approximately �6.4 million
Trading update
On 29 November 2007, AssetCo plc ("AssetCo" or the "Company") announced its
interim results for the six months ended 30 September 2007. These showed pre
tax profits up by 213% to �4.7 million (2006: �1.5 million) and EBITDA of
�11.6m (2006: �8.1 million). Fully diluted EPS increased 67% to 5.5p (2006:
3.3p) while net assets were �32.7m (2006: �6.5m).
AssetCo is pleased to announce that the trading performance for the third
quarter was in line with the Directors' expectations and the Board continues to
view the Group's prospects with confidence.
Placing of up to 3,359,932 new ordinary shares
AssetCo today announces the placing to institutional investors of up to
3,359,932 new ordinary shares of 25 pence each in the capital of AssetCo (the
"Placing Shares") to raise approximately �6.4 million before commissions and
expenses (the "Placing"). The Placing Shares represent in aggregate up to
approximately 5 per cent. of the current issued ordinary share capital of the
Company.
The Placing, which has been fully underwritten by Hoare Govett Limited ("Hoare
Govett") and Kaupthing Singer & Friedlander Capital Markets Limited
("Kaupthing"), will be the subject of an accelerated bookbuild.
AssetCo intends to utilise the proceeds from the Placing for corporate
development, including funding further small bolt-on acquisitions, whilst
maintaining approximately �10 million cash on the balance sheet.
The books will open with immediate effect. The books are expected to close no
later than 6.00 p.m. today, 7 February 2008, and pricing and allocations are
expected to be announced by 6.00 p.m. today, 7 February 2008. The timing of
the closing of the books, pricing and allocations may be accelerated at the
absolute discretion of Hoare Govett and Kaupthing. The placing price in respect
of the Placing Shares (the "Placing Price") will be determined by Hoare Govett
and Kaupthing, after consultation with the Company, at the close of the
bookbuilding process. Details of the Placing Price will be announced by the
Company as soon as practicable after the close of the bookbuilding process.
The Placing is conditional on, inter alia, admission of the Placing Shares to
trading on the AIM market ("AIM") of the London Stock Exchange plc
("Admission") becoming effective by not later than 8.00 a.m. on 12 February
2008.
Application has been made to the London Stock Exchange plc for Admission. It is
expected that Admission will become effective, and that dealings in the Placing
Shares on AIM will commence, on 12 February 2008.
The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with AssetCo's existing ordinary shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue.
Attention is drawn to the detailed terms and conditions of the Placing described
in the Appendix to this Announcement.
Enquiries:
Hoare Govett (NOMAD and Joint Corporate Broker)
Steve Bowler (Corporate Finance) +44 (0) 20 7678 0317
John MacGowan (Corporate Broking) +44 (0) 20 7678 1084
Syndicate
James Baker +44 (0) 20 7678 1050
Kaupthing (Joint Corporate Broker) +44 (0) 20 3205 5000
Marcus Chorley
Marc Young
This Announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.
Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and 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 customers of Hoare Govett or for
providing advice in relation to the Placing or any transaction or any other
matters referred to herein.
Kaupthing, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and 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 customers of Kaupthing or for
providing advice in relation to the Placing or any transaction or any other
matters referred to herein.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The information contained in this Announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States,
Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction
in which such publication or distribution is unlawful. The Placing Shares have
not been and will not be registered under the US Securities Act of 1933, as
amended, or under the laws of any state of the United States. This
Announcement does not constitute an offer to sell or issue, or the solicitation
of an offer to buy or subscribe for, securities in the United States,
Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction
in which such offer or solicitation is unlawful and should not be relied upon
in connection with any decision to acquire Placing Shares or other securities
in the capital of the Company. There will be no public offer of Placing Shares
in the United Kingdom or elsewhere.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION IS UNLAWFUL
Eligible participants in the Placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLING
WITHIN ARTICLE 49(2) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
ETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND ARE
PERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 ("FSMA") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN AND ITS CONTENTS 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 THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THIS
APPENDIX DO NOT CONSTITUTE AN OFFER, OR FORM PART OF, ANY OFFER TO PURCHASE OR
SUBSCRIBE FOR ANY SECURITIES IN ASSETCO PLC (THE "COMPANY"). THE NEW ORDINARY
SHARES TO BE ISSUED BY THE COMPANY (THE "PLACING SHARES") THAT ARE THE SUBJECT
OF THE PLACING REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Persons who are invited to and who choose to participate in the Placing
("Placees") by making an oral offer to subscribe for Placing Shares, will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety and to be making such offer on the terms and conditions
contained in this Appendix, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as contained in this
Appendix.
In particular, each Placee represents, warrants and acknowledges that it:
1. is a Relevant Person; and
2. is outside the United States and is acquiring the Placing Shares in an
"offshore transaction" (within the meaning of Regulation S under the Securities
Act).
In this Appendix, unless the context otherwise requires, Placee means a Relevant
Person (including individuals, funds or others) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been, or is proposed to be,
given.
This Announcement (including this Appendix) does not constitute or form part of
any offer or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares in the United States, Australia
Canada, Japan or the Republic of South Africa or in any other jurisdiction in
which such offer or solicitation is or may be unlawful and the information
contained herein is not for publication or distribution to persons in the United
States, Australia Canada, Japan or the Republic of South Africa or in any
jurisdiction in which such publication or distribution is unlawful. Any failure
to comply with these restrictions may constitute a violation of US, Australian,
Canadian, Japanese or South African securities laws. Persons receiving this
Announcement (including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it in, into or from the United States, or use
the United States mails, directly or indirectly, in connection with the Placing,
and by so doing may invalidate any related purported application for Placing
Shares. The Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other jurisdiction
of the United States, and, subject to certain exceptions from the appropriate
requirements of such jurisdiction, may not be offered or sold, resold or
delivered, directly or indirectly in or into the United States. No public
offering of the Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in reliance on
Regulation S.
The distribution of this Announcement (including this Appendix) and the Placing
and/or issue of the Placing Shares in certain other jurisdictions may be
restricted by law. No action has been taken by the Company, Hoare Govett Limited
("Hoare Govett") or Kaupthing Singer & Friedlander Capital Markets Limited
("Kaupthing" and together with Hoare Govett the "Banks") 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 Banks to inform themselves
about and to observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
The Banks have entered into a conditional placing agreement with the Company
(the "Placing Agreement") whereby the Banks have, on the terms and subject to
the conditions set out therein, agreed to use their reasonable endeavours as
agents for and on behalf of the Company to procure Placees for the Placing
Shares and, failing which, to subscribe themselves for the Placing Shares.
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 25 pence each
of the Company, 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 trading
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for admission of the Placing Shares to the AIM market of the London
Stock Exchange ("Admission"). It is expected that Admission will take place and
dealings in the Placing Shares will commence on 12 February 2008.
Bookbuilding process
Commencing today, each of the Banks will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine demand for
participation in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of their agreement
to subscribe for any Placing Shares.
The Banks will be entitled to effect the Placing by such alternative method to
the Bookbuilding Process as they may, in their sole discretion, determine. To
the fullest extent permissible by law, neither of the Banks nor any of their
holding companies nor any subsidiary, branch or affiliate of either Bank or of
any such holding company (each an "Affiliate") shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise) in connection with the Placing or the Bookbuilding Process or such
alternative method of effecting the Placing. In particular, neither Bank nor any
Affiliate thereof shall have any liability in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
the Banks may determine.
Participation in, and principal terms of, the Bookbuilding Process
By participating in the Bookbuilding Process and the Placing, Placees will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety and to be participating and making an offer for Placing Shares
on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix. The
Company will make a further announcement following the close of the Bookbuilding
Process detailing the number of Placing Shares to be issued and the price at
which the Placing Shares have been placed (the "Closing Announcement").
The Banks (whether through themselves or their Affiliates) are arranging the
Placing as agents of the Company.
Each of the Banks and their respective Affiliates are entitled to participate as
principal in the Bookbuilding Process.
The Bookbuilding Process will establish a single price (the "Placing Price")
payable to the Banks by all Placees. The Bookbuilding Process is expected to
close no later than 6.00 p.m. London time today, 7 February 2008, but may be
closed earlier at the sole discretion of the Banks. Each Bank may, at its sole
discretion, accept bids that are received after the Bookbuilding Process has
closed.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will not be capable of variation or revocation after the close
of the Bookbuilding Process.
A person who wishes to participate in the Bookbuilding Process should
communicate its offer by telephone to its usual sales contact at ABN AMRO Bank
N.V. (London branch) or James Baker at Hoare Govett on +44 0207 678 1050 or
Marcus Chorley at Kaupthing on +44 0207 3205 5000.. If successful, an allocation
will be confirmed orally by the relevant Bank to such person following the close
of the Bookbuilding Process, and a contract note (the "Contract Note") setting
out settlement instructions will be despatched as soon as possible thereafter.
The relevant Bank's oral confirmation will constitute a legally binding
commitment upon such person (who will at that point become a Placee) to
subscribe for the number of Placing Shares allocated to that Placee at the
Placing Price and otherwise on the terms and conditions set out in this Appendix
and in accordance with the Company's memorandum and articles of association,
conditional upon Admission. Each Placee's obligations will be owed to the
Company and to the relevant Bank through whom such Placee submitted its offer.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to subscribe for.
All obligations under the Placing will be subject to fulfilment of the
conditions referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not having been terminated in accordance with its terms. Each
Bank's obligations under the Placing Agreement are conditional, inter alia,
upon:
(a) the publication of the Closing Announcement through a Regulatory Information
Service by not later than 6.00 p.m. on 7 February 2008; and
(b) Admission taking place by no later than by 8.00 a.m. on 12 February 2008.
If (a) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by both Banks by the respective time or date where specified
(or such later time or date as the Banks and the Company may agree but not later
than 3.00 p.m. on 22 February 2008) or (b) the Placing Agreement is terminated
in the circumstances specified below, the Placing will lapse and the Placees'
rights and obligations hereunder 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 Bookbuilding Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and will not be capable of rescission or termination by it.
The Banks may, at their discretion and upon such terms as they think fit, waive
compliance by the Company with, or extend the time and/or date for fulfilment by
the Company of, the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Banks, the Company nor any of their respective directors,
officers, employees or advisers shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision the Banks 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 it may make as to the satisfaction of any condition or in
respect of the Placing generally.
Right to terminate under the Placing Agreement
Either of the Banks, acting severally and not jointly or jointly and severally
may, at any time before Admission, terminate the Placing Agreement in accordance
with the terms of the Placing Agreement by giving notice to the Company in
certain circumstances, including the occurrence of a force majeure event or a
material adverse change in the financial or trading condition of AssetCo and its
subsidiaries (the "Group").
If the Banks' obligations under the Placing Agreement are 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 Banks that the
exercise by either of the Banks of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of such Bank
and that such Bank need not make any reference to any such Placee and that such
Bank shall have no liability whatsoever to any such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in connection with the
exercise of such rights.
No prospectus
No prospectus, admission document 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), any information published by or on
behalf of the Company in accordance with the AIM Rules and the annual report and
accounts and interim financial statements of the Company which can be found in
the "Annual Reports" section in the Company's website http://www.assetco.com
(the "Website Information"). Each Placee, by accepting a participation in the
Placing, agrees and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
the Banks or the Company and neither of the Banks nor the Company will be liable
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
and trading position of the Group in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0033997387) following
Admission will take place within the CREST system, subject to certain
exceptions. Each of the Banks reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement (including this
Appendix) or would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a Contract Note
stating the number of Placing Shares allocated to it, the Placing Price, the
aggregate amount owed by such Placee to the relevant Bank and settlement
instructions. ABN AMRO Bank N.V. (London Branch) is acting as Hoare Govett's,
and in certain cases, Kaupthing's settlement agent. Placees should settle
against the relevant CREST stock account which Hoare Govett or Kaupthing (as
appropriate) will communicate to them.
It is expected that such Contract Notes will be despatched today, 7 February
2008 and that the trade date will be 7 February 2008. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed in
accordance with the settlement instructions set out in the Contract Note.
It is expected that settlement will be on 12 February 2008 in accordance with
the instructions set out in the Contract Note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above and in the Contract Note
at the rate of 2 percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Bank may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Bank's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Contract Note 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 (and in particular subject to paragraph 14 below), be so
registered free from any liability to UK stamp duty or stamp duty reserve tax.
No Placee (or any nominee or other agent acting on behalf of a Placee) will be
entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Bookbuilding Process, each Placee (and any person acting
on such Placee's behalf):
1. represents and warrants that it has read this Announcement (including this
Appendix) in its entirety and acknowledges that its participation in the Placing
will be governed by the terms of this Appendix;
2. represents and warrants that it has received this Announcement (including
this Appendix) solely for its use and has not redistributed or duplicated it;
3. represents and warrants that it has not received a prospectus, admission
document or other offering document in connection with the Placing and
acknowledges that no prospectus, admission document or other offering document
has been prepared in connection with the Placing;
4. acknowledges that neither of the Banks, nor any of their respective
Affiliates nor any person acting on behalf of any of them nor the Company and
its affiliates has provided, and will not provide it with any material regarding
the Placing Shares or the Group other than this Announcement (including this
Appendix) nor has it requested either of the Banks, any of their respective
Affiliates or any person acting on behalf of any of them to provide it with any
such information;
5. acknowledges that the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither of the Banks,
nor any of their respective Affiliates nor any person acting on behalf of any of
them have or shall have any liability for any information, representation or
statement contained in this Announcement (including this Appendix) or any
information previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement
(including this Appendix) or otherwise. Each Placee represents, warrants and
agrees that when making its investment decision to purchase the Placing Shares
it has relied only on information contained in this Announcement (including this
Appendix), any information published by or on behalf of the Company in
accordance with the AIM Rules and the Website Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has relied on its own investigation with respect
to the Placing Shares and the Group in connection with its decision to subscribe
for the Placing Shares and acknowledges that it is not relying on any
investigation that either of the Banks, any of their respective Affiliates or
any person acting on behalf of any of them may have conducted with respect to
the Placing Shares or the Group and none of such persons has made any
representations to it, express or implied, with respect thereto;
6. acknowledges that it has not relied on any information relating to the Group
contained in any research reports prepared by either of the Banks, any of their
respective Affiliates or any person acting on behalf of any of them and
understands that neither of the Banks, nor any of their respective Affiliates
nor any person acting on behalf of any of them: (i) have or shall have any
liability for public information or any representation; (ii) have or shall have
any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of the
announcement or otherwise; and (iii) make any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of the announcement or
otherwise;
7. represents and warrants that it, or the beneficial owner, as applicable, is
entitled to subscribe for and/or purchase Placing Shares under the laws of all
relevant jurisdictions which apply to it, or the beneficial owner, as
applicable, and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents in either case which may be
required thereunder and complied with all necessary formalities (including any
applicable foreign exchange rules);
8. represents and warrants that it has the power and authority to carry on the
activities in which it is engaged, to subscribe for the Placing Shares and to
execute and deliver all documents necessary for such subscription;
9. represents and warrants that it (or if acquiring the Placing Shares as
fiduciary or agent for any investor account, such investor) will be the
beneficial owner of such Placing Shares and that the beneficial owner of such
Placing Shares will not at the time the Placing Shares are acquired be a
resident of Australia, Canada, Japan or the Republic of South Africa or their
respective territories or possessions;
10. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any of the
States of the United States, or under the securities legislation of Australia,
Canada, Japan or the Republic of South Africa and their respective territories
and possessions and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;
11. represents and warrants that it is not a resident of or located in the
United States or acting in a non-discretionary basis for a person in the United
States and is purchasing the Placing Shares in an "offshore transaction" in
accordance with Regulation S under the Securities Act;
12. acknowledges (and confirms that each beneficial owner of the Placing Shares
has been advised) that the Placing Shares have not been and will not be
registered under the Securities Act or under any applicable state securities
laws, nor approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other United States
regulatory authority;
13. represents and warrants that if it is a pension fund or investment company,
its purchase of Placing Shares is in full compliance with applicable laws and
regulations;
14. represents and warrants that 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 liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance services) and that
the Placing Shares are not being subscribed for by it in connection with
arrangements to issue depositary receipts or to transfer Placing Shares into a
clearance system;
15. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007
(the "Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
16. represents and warrants that it and any person acting on its behalf is a
person falling within Article 19(2) and/or 49(2) of the Order and is a person
who falls within paragraph (7) of section 86 of the FSMA;
17. represents and warrants that 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 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 the Prospectus
Rules made by the FSA pursuant to Part VI of the FSMA;
18. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;
20. represents and warrants that it and any person acting on its behalf is
entitled to subscribe for the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to participating in
the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this Announcement (including this Appendix) and to make the foregoing
representations, acknowledgments, warranties and agreements) and will honour
such obligations;
21. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement
(including this Appendix) and the Contract Note on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as the relevant Bank may in its sole discretion determine
and without liability to such Placee;
22. acknowledges that neither of the Banks, nor any of their respective
Affiliates nor any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing nor providing advice in
relation to the Placing nor the exercise or performance of any of either Bank's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
23. undertakes that the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither of the Banks nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Placees acknowledge that the Placing Shares will be credited to the
CREST stock account of ABN AMRO Bank N.V. (London branch) or Kaupthing as shall
be directed by Hoare Govett and Kaupthing, who will hold them as nominee for the
subscribers of such shares until settlement in accordance with its standing
settlement instructions;
24. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in all respects in accordance
with English law and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the courts of
England as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Banks 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;
25. acknowledges that either Bank 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;
26. agrees that the Company, the Banks and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to each Bank on its own behalf and on behalf of the
Company and are irrevocable; and
27. agrees to indemnify and hold the Company and the Banks harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach by it (or any person on whose
behalf it is acting) of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the Placing.
The Company, the Banks and others will rely upon the truth and accuracy of the
foregoing representations, warranties and acknowledgements.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Banks will be responsible and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Banks in the event that any of the Company and/or
any Bank has incurred any such liability to UK stamp duty or stamp duty reserve
tax.
In addition, Placees should note that they will be liable to pay 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
subscription by them for any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. The Banks shall notify the Placees and any person acting
on behalf of the Placees of any changes. This Announcement (including this
Appendix) has been issued by the Company and is the sole responsibility of the
Company.
Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and for no one else solely in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Hoare Govett or
for providing advice in relation to the Placing or any transaction or any other
matters referred to herein.
Kaupthing, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and 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 customers of Kaupthing or for
providing advice in relation to the Placing or any transaction or any other
matters referred to herein.
When a Placee or person acting on behalf of the Placee is dealing with either of
the Banks, any money held in an account with such Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the Financial Services
Authority made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Bank's money in
accordance with the client money rules and will be used by the Bank in the
course of its own business; and the Placee will rank only as a general creditor
of the Bank.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZGGGZMVVGRZZ
Assetco (LSE:ASTO)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Assetco (LSE:ASTO)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
