TIDMASTO
RNS Number : 2527C
AssetCo PLC
03 March 2011
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES
LAWS OF SUCH JURISDICTION.
3 March 2011
AssetCo plc
Proposed Placing of 160,000,000 new Ordinary Shares at 10 pence
per Ordinary Share
Further to the announcement on 14 February 2011, AssetCo plc
("AssetCo" or the "Company") announces that it intends to place
160,000,000 new Ordinary Shares with institutional investors at a
price of 10 pence per Ordinary Share to raise gross proceeds of
GBP16 million. The Placing Price represents a discount of
approximately 28.6 per cent. to the Closing Price of 14 pence per
Ordinary Share on 2 March 2011, being the last trading day before
this Announcement.
The Placing, which has been underwritten by Arden Partners, is
subject to shareholder approval and is conditional upon, inter
alia, Admission.
Highlights
-- Gross placing proceeds of GBP16 million
-- Placing price of 10 pence per Ordinary Share
-- Placing is underwritten by Arden Partners
-- Net proceeds will be used to address the Company's short term
liquidity and funding issues, to assist in the restructuring of the
Group's indebtedness and to provide working capital for the future
development of the Group
Tim Wightman, Chairman of AssetCo, said:
"We are pleased to announce this placing which will contribute
to AssetCo's working capital requirements and place the Company in
a stable financial position for the foreseeable future. We are
delighted with the strong level of support for the business from
new and existing shareholders".
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement. The Appendices to this
Announcement (which form part of this Announcement) include the
terms and conditions of the Placing.
Immediately following Admission the total issued share capital
of the Company will be 250,712,740 Ordinary Shares, each with equal
voting rights.
For further information please contact:
AssetCo plc +44 (0)20 8515 3999
Tim Wightman, Chairman
Arden Partners plc +44 (0)20 7614 5917
Richard Day
Adrian Trimmings
Cadogan PR +44 (0)7771 713608
Alex Walters
Emma Wigan
IMPORTANT NOTICES
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. No forward-looking statement is a
guarantee of future performance and actual results could differ
materially from those contained in the forward-looking statements.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", or other words of similar meaning. Examples of
forward-looking statements include, amongst others, statements
regarding or which make assumptions in respect of the future
performance of the Company's principal subsidiary undertakings, the
provision of support services and training in fire and rescue,
future foreign exchange rates, interest rates and currency
controls, the future political and fiscal regimes in the overseas
markets in which the Group operates, the Group's future financial
position, plans and objectives for future operations and any other
statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to, economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchange rates, the
policies and actions of governmental and regulatory authorities,
changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future explorations,
acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond the Company's
control. As a result, the Group's actual future results may differ
materially from the plans, goals and expectations set forth in the
Company's forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company
speak only as of the date they are made. Except as required by the
FSA, the London Stock Exchange, the AIM Rules or applicable law,
the Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This Announcement has
been issued by and is the sole responsibility of the Company.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Arden Partners, or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Arden Partners, which is authorised and regulated in the United
Kingdom by the FSA, is 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 clients of Arden Partners nor for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Arden Partners 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 comes are required by the Company and
Arden Partners to inform themselves about, and to observe such
restrictions.
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.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS
AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I)
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED; (B) (I) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN
ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS; AND (C) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN ASSETCO PLC.
Persons (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been
given ("Placees") will be deemed to have read and understood this
Announcement, including the Appendices, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings
contained in the Appendices. In particular, each such Placee
represents, warrants and acknowledges that it is: (i) a Relevant
Person (as defined above) and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and (ii) outside the United
States and is subscribing for the Placing Shares in an "offshore
transaction" (within the meaning of Regulation S under the United
States Securities Act of 1933, as amended (the "Securities
Act")).
This Announcement, including the Appendices, is not for
distribution, directly or indirectly, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa or Japan or any jurisdiction into which
the same would be unlawful, subject to certain limited exceptions
(each a "Restricted Jurisdiction"). This Announcement does not
constitute or form part of an offer or solicitation to purchase or
subscribe for shares in the capital of the Company in a Restricted
Jurisdiction, subject to certain limited exceptions. In particular,
the Placing Shares referred to in this Announcement have not been,
and will not be, registered under the Securities Act or under the
securities legislation of any state of the United States, and may
not be offered or sold in the United States absent registration or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act. Subject to
exceptions, the Placing Shares referred to in this Announcement are
being offered and sold only outside the United States in accordance
with Regulation S under the Securities Act. No public offering of
securities of the Company will be made in connection with the
Placing in the United Kingdom, the United States or elsewhere. The
relevant clearances have not been, and nor will they be, obtained
from the securities commission of any province or territory of
Canada; no prospectus or admission document has been lodged with,
or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Canada, Australia, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into or from a Restricted Jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendices or this Announcement should seek appropriate
advice before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and/or subject to restrictions on their resale.
Prospective subscribers for the Placing Shares offered should
conduct their own due diligence on the Placing Shares. If you do
not understand the contents of this Announcement you should consult
an authorised financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION.
3 March 2011
AssetCo plc
Proposed Placing of 160,000,000 new Ordinary Shares at 10 pence
per Ordinary Share
1. Introduction
AssetCo plc ("AssetCo" or the "Company") announces that it
intends to place 160,000,000 new Ordinary Shares with institutional
investors at a price of 10 pence per Ordinary Share to raise gross
proceeds of GBP16 million. The Placing Price represents a discount
of approximately 28.6 per cent. to the Closing Price of 14 pence
per Ordinary Share on 2 March 2011, being the last trading day
before this Announcement. The Placing, which has been underwritten
by Arden Partners, is conditional, inter alia, upon Admission.
2. Background to and reasons for the Placing
Further to the Company's announcements on 14 and 21 February
2011, the Board has determined that the appropriate course of
action to address the short term funding requirements of the Group
is to carry out the Placing in order to provide the Group with a
stable capital base for the medium term.
The short term funding requirement resulted from delays in
securing the refinancing transaction detailed in the interim
results of the Group announced on 13 December 2010 and as a
consequence a winding-up petition being presented by a substantial
creditor in relation to an outstanding payment obligation. This
action has precluded the Company from obtaining short-term bridging
finance and it is now, therefore raising additional equity finance.
The substantial creditor has agreed to withdraw the winding-up
petitions on receipt of the amounts due to it from the proceeds of
the Placing. During this period, the Company has been in
discussions with its banks and principal creditors. Each of the
Group's banks has given a waiver of the breaches of the Group's
facility agreements which is conditional amongst other things on
the Placing taking place.
The Company has received approaches from various third parties
in relation to short-term funding linked to possible offers to
acquire the Company. The Directors have carefully considered each
of these approaches and concluded that the Placing is the most
appropriate route to follow in the interests of the shareholders
and creditors of the Group. The Company is no longer in any
discussions with any of these third parties relating to these
various proposals.
The Company has received a threat of legal proceedings from an
investor in the Group relating to certain historic transactions.
The Directors believe that these claims are without merit.
Without the additional equity funding being forthcoming through
the Placing, the Directors believe that it is likely that the
Group's banks would withdraw their support which would mean that
the Company could not continue in its current form. The Directors
have concluded that in the current circumstances, it would not be
practicable to carry out a pre-emptive offer to all
Shareholders.
3. Use of proceeds
The net proceeds of the Placing will be used to address the
Company's short term liquidity and funding issues, to assist in the
restructuring of the Group's indebtedness and to provide working
capital for the future development of the Group.
4. The Placing
The Company proposes to raise GBP16 million (before expenses)
through the issue of the Placing Shares at the Placing Price. The
Placing Price represents a discount of approximately 28.6 per cent.
to the Closing Price of 14 pence per Ordinary Share on 2 March
2011, being the last practicable date prior to this Announcement.
The Placing Shares will represent approximately 63.8 per cent. of
the Company's issued ordinary share capital immediately following
Admission.
Pursuant to the terms of the Placing Agreement, Arden Partners
has conditionally agreed to use its reasonable endeavours, as agent
for the Company, to place the Placing Shares at the Placing Price
with certain institutional and other investors or, failing which,
subscribe for such shares itself. The Placing has been fully
underwritten by Arden Partners. The Placing Agreement is
conditional upon, inter alia:
-- the passing of the Resolutions at the General Meeting;
-- the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
-- the waivers from the Group's banks remaining in force;
-- no material adverse change or material breach of warranty
occurring prior to Admission;
-- Admission becoming effective on or before 8.00 a.m. on 22
March 2011 (or such later time and/or date as the Company and Arden
Partners may agree, but in any event by no later than 8.00 a.m. on
15 April 2011);
The Placing Agreement contains warranties from the Company and
certain of the Directors in favour of Arden Partners in relation
to, inter alia, the accuracy of this Announcement and certain other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Arden Partners in relation to
certain liabilities it may incur in respect of the Placing. Arden
Partners has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, for force
majeure or in the event of a material breach of the warranties set
out in the Placing Agreement.
Application will be made for the Placing Shares to be admitted
to trading on the AIM market of the London Stock Exchange. It is
expected that Admission will become effective at 8.00 a.m. on 22
March 2011 and that dealings in the Placing Shares will commence at
that time.
The Placing Shares will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive dividends and other distributions declared following
Admission. It is expected that CREST accounts will be credited on
the day of Admission and that share certificates (where applicable)
will be dispatched by first class post, at the risk of
Shareholders, by 15 April 2011.
5. Share Reorganisation and Circular to shareholders
As the Placing Price is at below the current nominal value of 25
pence per Ordinary Share and the Company is prohibited by the Act
from issuing shares at less than their nominal value, the Company
is proposing to subdivide each existing Ordinary Share of 25 pence
into an Ordinary Share of one penny and a Deferred Share. A
resolution to approve the Share Reorganisation will be included in
the notice of general meeting in the Circular which is expected to
be despatched shortly.
In addition the Circular will include resolutions to provide the
Directors with the necessary authorities to issue the Placing
Shares and to amend the Company's Articles of Association to
incorporate the rights of the Deferred Shares created pursuant to
the Share Reorganisation.
6. Current Trading
Notwithstanding the financial difficulties faced by the Group
prior to the Placing, trading is in line with expectations, due to
the contractual nature of the business. Additional costs have been
incurred as a result of the current situation which will impact the
results but the pipeline of opportunities for the Group remains
resilient.
7. Directors' participation in the Placing
Certain of the Directors are intending to subscribe for Placing
Shares with an aggregate value at the Placing Price of GBP116,000.
John Shannon will not be participating in the Placing but has
provided a personal guarantee in support of the Company's overdraft
facility.
8. Directors' recommendation
If the Placing does not proceed, the Directors believe that the
Company will not be able to continue in its current form. The
Circular will contain a recommendation from the Directors to vote
in favour of the Resolutions as the Directors who hold Ordinary
Shares have irrevocably undertaken to do so in relation to their
own beneficial shareholdings of 27,374,403 Ordinary Shares,
representing approximately 30.2 per cent. of the existing issued
share capital of the Company.
APPENDIX 1
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND JAPAN OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Details of the Placing
Arden Partners has today entered into the Placing Agreement with
the Company and certain of the Directors under which, subject to
the conditions set out in that agreement Arden Partners has agreed
to use its reasonable endeavours to procure subscribers for Placing
Shares at the Placing Price with certain institutional and other
investors or, failing which, to subscribe for such shares itself,
as further described in this Announcement, and as set out in the
Placing Agreement.
The Placing Shares will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive dividends and other distributions declared, made or paid
following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. It is expected
that Admission will become effective at 8.00 a.m. on 22 March 2011
and that dealings in the Placing Shares will commence at that
time.
Participation in, and principal terms of, the Placing
Arden Partners is arranging the Placing as agent for and on
behalf of the Company. Arden Partners will determine in its
absolute discretion the extent of each Placee's participation in
the Placing, which will not necessarily be the same for each
Placee. No commissions will be paid to or by Placees in respect of
their agreement to acquire any Placing Shares.
Each Placee will be required to pay to Arden Partners, on the
Company's behalf, the Placing Price for each Placing Share agreed
to be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for
Placing Shares under the Placing will be owed to Arden Partners and
the Company. Each Placee has an immediate, separate, irrevocable
and binding obligation, owed to Arden Partners, 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. Each Placee will be deemed to have read
and understood the Appendices in their entirety, to be
participating in the Placing upon the terms and conditions
contained in the Appendices, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in the Appendices. To the
fullest extent permitted by law and applicable FSA rules (the "FSA
Rules") (i) Arden Partners, (ii) any of its directors, officers,
employees or consultants, or (iii) to the extent not contained
within (i) or (ii), any person connected with Arden Partners as
defined in the FSA Rules ((i), (ii) and (iii) being together
"affiliates" and individually an "affiliate"), shall not have any
liability to Placees or to any person other than the Company in
respect of the Placing.
Conditions of the Placing
The obligations of Arden Partners under the Placing Agreement
are conditional on, amongst other things:
(a) none of the warranties or undertakings in the Placing
Agreement being or having become untrue, inaccurate or misleading
in any material respect at any time before Admission;
(b) the Company having complied with its obligations under the
Placing Agreement, to the extent that those obligations are
required to be performed prior to Admission;
(c) all of the resolutions to be proposed at the general meeting
convened pursuant to the Circular being validly passed;
(d) there not having been, in the opinion of Arden Partners
(acting in good faith), a material adverse change in the
operations, financial condition or trading position of the Company
or any other member of the Group at any time prior to Admission;
and
(e) Admission taking place by 8.00 a.m. on 22 March 2011 (or
such later date as Arden Partners may otherwise determine being no
later than 8.00 a.m. on 15 April 2011).
If any of the conditions contained in the Placing Agreement in
relation to the Placing Shares are not fulfilled or waived by Arden
Partners, by the respective time or date where specified, the
Placing will not proceed and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Arden Partners may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with 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 and the Circular.
None of Arden Partners, the Company or any other person 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 they may make as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally, and, by participating in the Placing, each Placee agrees
that any such decision is within the absolute discretion of Arden
Partners.
Termination of the Placing Agreement
Arden Partners is entitled, at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) any of the warranties in the Placing Agreement was, when
given, or becomes untrue, inaccurate or misleading in any material
respect at any time up to Admission and such breach of warranty is
not remedied to Arden Partners' reasonable satisfaction on or by
Admission; or
(b) the Company fails to comply with any of its obligations
under the Placing Agreement; or
(c) any statement contained in this Announcement or the Circular
is untrue, incorrect or misleading in a material respect or a new
matter has arisen or a change has taken place which would, if this
Announcement or the Circular were published at that time,
constitute a material omission therefrom; or
(d) any press or public announcement concerning the Group or the
Placing has been made by or on behalf of the Group which has not
been consented to by Arden Partners (such consent not to be
unreasonably withheld or delayed) prior to its release (other than
normal product, service or employment advertising or the giving of
notices to employees of the Group otherwise than in relation to the
Placing); or
(e) an event has occurred which constitutes a material adverse
change in the operations, financial condition or trading position
of the Company or any other member of the Group; or
(f) there shall develop, occur or come into effect any
substantial change in national or international, financial,
economic, political, or market conditions or any outbreak of
hostilities or acts of terrorism or any change in the financial
markets or any calamity or national emergency or crisis which, in
the opinion of Arden Partners (acting in good faith), is likely
materially and adversely to affect the financial position, the
business or the prospects of the Company taken as a whole or which
is likely to cause a substantial deterioration in the price and/or
value of the Placing Shares and which in any event renders the
Placing or the creation of a market in the Placing Shares
temporarily or permanently impractical or inadvisable or
inappropriate to proceed with or materially prejudice the success
of the Placing or dealings of the Placing Shares; or
(g) trading in any securities of the Company has been suspended
or limited by the London Stock Exchange, or if trading generally on
a major financial market is suspended, the effect of which, in the
opinion of Arden Partners (acting in good faith), makes it
impractical or inadvisable to proceed with the Placing in the
manner contemplated herein or may adversely impact dealings in the
Placing Shares following Admission or is likely materially and
adversely to affect the price at which the Shares are traded on
AIM
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Arden Partners of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Arden Partners and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, or prospectus or admission document has
been or will be submitted to be approved by the FSA or submitted to
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today and the Circular, subject to the further terms
set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices)
and the Circular is exclusively the responsibility of the Company
and confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or Arden Partners or any other person and
none of Arden Partners or the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions, the Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in Arden Partners' opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Arden Partners.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Arden Partners.
Such oral agreement will constitute a legally binding commitment on
such Placee's part to acquire that number of Placing Shares at the
Placing Price on the terms and conditions set out or referred to in
the Appendices and subject to the Company's memorandum and articles
of association (as amended from time to time).
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares allocated to it at the Placing Price
and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Arden Partners. Settlement should be through
Arden Partners against CREST ID: DAQAQ, account designation:
2011600. For the avoidance of doubt, Placing allocations will be
booked with a trade date of 2 March 2011 and settlement date of 22
March 2011, the date of Admission.
The Company will deliver the Placing Shares to the CREST account
operated by Arden Partners as agent for the Company and Arden
Partners will enter its delivery (DEL) instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will take place on 22 March 2011
on a delivery versus payment basis. Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above at the rate of two percentage
points above LIBOR as determined by Arden Partners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Arden Partners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Arden Partners' 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 trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) the following.
It:
1. has read this Announcement, including the Appendices, and the
Circular in their entirety;
2. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM (collectively, the "Public Information"), which
includes a description of the nature of the Group's business and
its most recent balance sheet and profit and loss account, and that
it is able to obtain or access such Public 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;
3. acknowledges and agrees that no offering document, or
prospectus or admission document has been or will be prepared in
connection with the Placing and represents and warrants that it has
not received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
4. acknowledges and agrees that none of Arden Partners or the
Company or any of their respective affiliates or 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 and/or the Circular;
nor has it requested any of Arden Partners, the Company, any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information;
5. acknowledges and agrees that (i) it and, if different, the
beneficial owner of the Placing Shares is not, and at the time the
Placing Shares are acquired will not be located in or residents of
a Restricted Jurisdiction unless a relevant exemption applies, and
(ii) the Placing Shares have not been and will not be registered
under the securities legislation of the United States, Australia,
Canada, the Republic of South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in or into
those jurisdictions;
6. acknowledges and agrees that the content of this Announcement
and the Circular is exclusively the responsibility of the Company
and that neither Arden Partners nor any person acting on its behalf
has or shall have any liability for any information, representation
or statement contained in this Announcement or the Circular 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, the Circular or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and/or the Circular and
any information previously published by the Company by notification
to a Regulatory Information Service, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or
statements made by any of Arden Partners or the Company and neither
Arden Partners nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
7. acknowledges and agrees that neither Arden Partners nor any
person acting on behalf of it nor any of its affiliates has or
shall have any liability for any publicly available or filed
information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp
duty or stamp duty reserve tax under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services);
9. 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
2000, the Terrorism Act 2006 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;
10. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC (the "Prospectus Directive")
(including any relevant implementing measure in any member state),
represents and warrants that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the European Economic
Area which has implemented the Prospectus Directive other than to
qualified investors, or in circumstances in which the prior consent
of Arden Partners has been given to the proposed offer or
resale;
11. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, 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 the FSMA;
12. represents and warrants that 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 purposes
of their business or otherwise in circumstances which have not
resulted in 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 (including any relevant implementing
measure in any member state);
13. 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;
14. 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;
15. (i) represents and warrants that it is a person falling
within Article 19(5) and/or Article 49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or is a person to whom this Announcement may otherwise be
lawfully communicated; and (ii) acknowledges that any offer of
Placing Shares may only be directed at persons to the extent in
member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive and represents and agrees that it is such a qualified
investor;
16. represents and warrants that it is entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which
apply to it, and that its subscription of the Placing Shares will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
17. 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, the Circular and the relevant
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 Arden Partners may in its discretion
determine and without liability to such Placee;
18. acknowledges and agrees that neither Arden Partners, nor any
of its affiliates, nor any person acting on its behalf, 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 Arden Partners for the purposes of
the Placing and that Arden Partners has no duties or
responsibilities to it for providing the protections afforded to
its clients 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
19. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Arden Partners 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. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Arden Partners in respect of the same on
the basis that the Placing Shares will be allotted to the CREST
stock account of Arden Partners who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
20. acknowledges and agrees that these terms and conditions and
any agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales 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 English courts 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
Arden Partners 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;
21. acknowledges and agrees that Arden Partners and its
affiliates will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are irrevocable and it irrevocably authorises Arden
Partners to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
22. agrees to indemnify and hold the Company, Arden Partners and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings contained herein and further agrees that these
provisions shall survive after completion of the Placing;
23. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
24. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out in this Announcement, the
Circular and in the relevant contract note 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.
25. understands that no action has been or will be taken by any
of the Company, Arden Partners or any person acting on behalf of
the Company or Arden Partners 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;
26. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in the sector in which the Group operates
and 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;
27. represents and warrants that it has (i) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (ii) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (iii) reviewed such information as it believes is
necessary or appropriate in connection with its subscription of the
Placing Shares; and (d) made its investment decision based upon its
own judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Arden
Partners;
28. understands and agrees that it may not rely on any
investigation that Arden Partners or any person acting on its
behalf may or may not have conducted with respect to the Company,
any other member of the Group, or the Placing and Arden Partners
has not made any representation to it, express or implied, with
respect to the merits of the Placing, the subscription for the
Placing Shares, or as to the condition, financial or otherwise, of
the Company, its Group, or as to any other matter relating thereto,
and nothing herein shall be construed as a recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that
no information has been prepared by Arden Partners or the Company
for the purposes of this Placing; and
29. acknowledges that time is of the essence as regards its
obligations under this Appendix.
By participating in the Placing, each Placee (and any person
acting on Placee's behalf) subscribing for Placing Shares
acknowledges and agrees that:
(i) the Placing Shares are being offered and sold only pursuant
to Regulation S under the Securities Act in a transaction not
involving a public offering of securities in the United States and
the Placing Shares have not been and will not be registered under
the Securities Act; and
(ii) the offer and sale of the Placing Shares to it has been
made outside of the United States in an "offshore transaction" (as
such term is defined in Regulation S under the Securities Act) and
it is outside of the United States during any offer or sale of
Placing Shares to it.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company as well as Arden Partners. The
agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and neither the Company nor Arden Partners shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify Arden Partners
accordingly.
In addition, Placees should note that they will be liable for,
and each Placee agrees to indemnify on an after-tax basis and hold
Arden Partners and/or the Company and each of their respective
affiliates harmless from any stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Arden Partners or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing Arden Partners, any money held in an account with Arden
Partners 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 FSA 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 Arden Partners'
money in accordance with the client money rules and will be used by
Arden Partners in the course of its own business; and the Placee
will rank only as a general creditor of Arden Partners.
All times and dates in this Announcement may be subject to
amendment. Arden Partners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the Placing Shares to trading on
AIM
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange from time to time
"Announcement" means this announcement (including the
Appendices)
"Appendix" an appendix to this Announcement
"Arden Partners" Arden Partners plc, the Company's nominated
adviser and broker
"Circular" the circular to Shareholders published by the Company
on the date of this Announcement in connection with the Placing
"Closing Price" the closing middle market price as detailed in
the AIM Appendix to the Daily Official List of the London Stock
Exchange
"Company" or "AssetCo" AssetCo plc
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) for the paperless settlement of trades
and the holding of uncertificated securities operated by Euroclear
UK & Ireland Limited
"Deferred Shares" the deferred shares of 24 pence each proposed
to be created pursuant to the Share Reorganisation
"Directors" or "Board" the directors of the Company, or any duly
authorised committee thereof
"Existing Ordinary Shares" the 90,712,740 Ordinary Shares in
issue at the date of this Announcement
"FSA" the Financial Services Authority in its capacity as the
competent authority for the purposes of Part VI of the FSMA
"FSMA" the Financial Services and Markets Act of 2000 (as
amended)
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" prior to the Share Reorganisation becoming
effective, ordinary shares of 25 pence each in the capital of the
Company and, following the Share Reorganisation becoming effective,
ordinary shares of one penny each
"Placing" the conditional placing of the Placing Shares at the
Placing Price by Arden Partners as agent for and on behalf of the
Company pursuant to the terms of the Placing Agreement
"Placing Agreement" the agreement dated 3 March 2011 between the
Company and Arden Partners relating to the Placing, further details
of which are set out in this Announcement
"Placing Price" 10 pence per Placing Share
"Placing Shares" the 160,000,000 new Ordinary Shares of one
penny each to be issued by the Company in connection with the
Placing
"Resolutions" the resolutions set out in the notice general
meeting contained in the Circular
"Shareholders" holders of Ordinary Shares
"Share Reorganisation" the share reorganisation proposed by the
Company to subdivide each Ordinary Share of 25 pence into an
Ordinary Share of one penny and a Deferred Share
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"United States" or United States of America, its territories and
possessions, any
"USA" state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEJJMFTMBIMMMB
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