TIDMCRE
RNS Number : 2217V
Creston PLC
07 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND.
Creston Plc
Cash Placing
7 July 2009
Creston PLC ("Creston" or the "Company"), the insight and communications
group, today announces the placing of 5,576,100 new Ordinary Shares (the
"Placing Shares") at 60 pence per share to raise approximately GBP3.3m (gross)
for the Company (the "Cash Placing"). The Board believes that the Company will
benefit from the strengthened capital base and improved funding flexibility.
On 23 June 2009, the Company announced its unaudited preliminary results for the
year ended 31 March 2009. At that time, Don Elgie, Chief Executive, commented
"Delivering a solid year of growth in revenue, profit and cash flow during this
economic climate bears testament to the quality and reputation of our companies
and management teams. We continued to grow our market share, driven by the
excellent net new business performance and this provides good visibility for the
year ahead. This robust performance has been driven firstly, by our weighting
towards market research, integrated digital communications and healthcare
marketing; and secondly, by delivering effective accountable work to a blue chip
client list. Our strategic priorities remain unchanged for the coming year. We
will invest in our people and our market offer, with the clear vision to deliver
a market leading performance to our clients and shareholders. We believe our new
divisional structure, together with our proven expertise in the digital
environment, will continue to serve us well in the coming year when the world's
economies begin to climb out of recession". The Group has not experienced any
material change since this statement was made.
Investec has conditionally placed these new Ordinary Shares with institutional
investors pursuant to the terms of the Placing Agreement.
The Cash Placing is conditional upon, inter alia:
i) Placees having agreed to acquire all of the new Ordinary Shares at the
Placing Price (upon the terms and subject to the conditions set out in the
Appendix);
ii)the Placing Agreement having become unconditional and not having been
terminated in accordance with its terms prior to Admission; and,
iii) Admission having become effective on or before 8.00 am on 10 July 2009 (or
such later date as Investec and the Company may agree, being no later than 8.00
am on 17 July 2009).
The new Ordinary Shares will, when issued, represent approximately 10 per cent.
of the Company's existing issued share capital.
The Placing Price represents a discount of 7 per cent. to the Closing Price of
an Ordinary Share of 64.5 pence on 6 July 2009 (being the latest practicable
date prior to the date of this announcement).
On Admission, the new Ordinary Shares will be identical to and rank pari passu
in all respects with the Company's existing Ordinary Shares.
Members of the public are not eligible to take part in the Cash Placing. The
Cash Placing is only being made to persons falling within articles 19, 43 or 49
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended) who are also qualified investors for the purposes of section 86 of
FSMA and no other person may participate in the Cash Placing or rely on any
communication relating to it.
Applications will be made to the UK Listing Authority and to the London Stock
Exchange for the new Ordinary Shares to be admitted to listing and trading,
respectively. It is expected that Admission will occur and that dealings will
commence on 10 July 2009 at which time it is also expected that the new Ordinary
Shares will be enabled for settlement in CREST. Immediately following Admission,
the Company is expected to have 61,337,338 Ordinary Shares issued and fully
paid.
Investec Investment Banking, a division of Investec, which is authorised and
regulated by the Financial Services Authority and is a member of the London
Stock Exchange, is acting exclusively for Creston in connection with the Cash
Placing and is not acting for any other person and will not be responsible to
any person other than Creston for providing the protections afforded to its
customers or for providing advice on the transactions or arrangements referred
to in this announcement.
Don Elgie, Chief Executive, commented:
"Following the Group's robust 2009 financial year end, Creston is pleased to
have made this limited capital raising with long-term shareholders to enable it
to bring forward its organic growth plans, particularly in the areas of mobile,
digital and healthcare marketing."
Enquiries:
For further information, please contact:
Creston plc020 7930 9757
Don Elgie, Chief Executive
Barrie Brien, COO & CFO
www.creston.com
Investec 020 7597 5000
Erik Anderson
Carlton Nelson
Hogarth Partnership Limited 020 7357 9477
Chris Matthews
Sarah Macleod
APPENDIX
Terms and conditions of, and Important Information relating to, the Cash Placing
If a Placee chooses to participate in the Cash Placing by making an offer to
acquire new Ordinary Shares, it will be deemed to have read and understood this
Appendix in its entirety and to be making such offer on the terms and subject to
the conditions, and to be providing the representations, warranties and
acknowledgements, contained in this Appendix.
The Cash Placing and the terms and conditions contained or referred to herein
are directed exclusively at investment professionals (within Article 19(5) of
the FPO), members and creditors of the Company (within Article 43 of the FPO)
and high net worth companies, unincorporated associations etc (within Article 49
of the FPO) who are also qualified investors for the purposes of section 86 of
FSMA. Such persons are together referred to as 'Relevant Persons.' No person
other than Relevant Persons contacted by Investec may participate in the Cash
Placing or rely on any communication relating to it. Accordingly, this
announcement is exempt from the general restriction set out in section 21 of
FSMA on the communication of invitations or inducements to engage in investment
activity and has not been approved by a person who is an authorised person under
FSMA.
Members of the public are not entitled to take part in the Cash Placing and this
announcement is communicated to them for the purposes of information only. The
offer of the Cash Placing has not been made to the public for the purposes of
section 102B of FSMA. This announcement and the terms and conditions herein must
not be relied on, acted on or responded to by persons who are not Relevant
Persons.
This announcement and this Appendix do not constitute an offer to sell or issue
or solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction, including, without limitation, the United States, Canada,
Australia, Japan and the Republic of Ireland. This announcement and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in the United States, Canada, Australia, Japan, the
Republic of Ireland or in any jurisdiction in which such publication or
distribution is unlawful. The new Ordinary Shares referred to in this
announcement have not been and will not be registered under the US Securities
Act of 1933 (the 'Securities Act') and may not be offered or sold within the
United States absent registration or an exemption from registration.
The distribution of this announcement and the Cash Placing and/or issue of the
new Ordinary Shares in certain jurisdictions may be restricted by law. Persons
to whose attention this announcement has been drawn are required by the Company
and Investec to inform themselves about and to observe any such restrictions.
Any acquisition or application for new Ordinary Shares by Placees should only be
made on the basis of information contained in this announcement and this
Appendix.
The Cash Placing
Under the Placing Agreement, Investec has, as agent of the Company,
conditionally agreed with the Company to use its reasonable endeavours to
procure Placees to accept the issue and allotment of new Ordinary Shares at the
Placing Price upon the terms and subject to the conditions set out in this
Appendix. The Cash Placing is not underwritten.
The Cash Placing will raise approximately GBP3.3m (gross) for the Company.
Application will be made for the admission of the new Ordinary Shares to the
Official List of the UK Listing Authority and for the admission of such shares
to trading on the London Stock Exchange's main market. It is expected that
Admission will occur and that dealings will commence on 10 July 2009 at which
time it is also expected that the new Ordinary Shares will be enabled for
settlement in CREST. Immediately following Admission, the Company is expected to
have 61,337,338 Ordinary Shares issued and fully paid.
Prospective Placees will be contacted by Investec to invite them to submit an
application for allotment of new Ordinary Shares. If an application is
successful, the Placee's allocation will be confirmed to it orally following the
close of the Cash Placing process, and a contract note will be dispatched as
soon as possible thereafter. Investec's oral confirmation to the Placee after
the Cash Placing process has closed will constitute a legally binding commitment
upon the Placee to accept the issue and allotment of the number of new Ordinary
Shares allocated to it on the terms and subject to the conditions set out in
this Appendix. Investec is arranging the Cash Placing as an agent of the
Company. Participation will only be available to persons invited to participate
by Investec.
Terms of the Placing Agreement
The Cash Placing is conditional upon, inter alia:
i) Placees having agreed to acquire all of the new Ordinary Shares at the
Placing Price (upon the terms and subject to the conditions set out in this
Appendix);
ii)the Placing Agreement having become unconditional and not having been
terminated in accordance with its terms prior to Admission; and,
iii) Admission having become effective on or before 8.00 am on 10 July 2009 (or
such later date as Investec and the Company may agree, being no later than 8.00
am on 17 July 2009)(the "Condition Deadline"). If the Cash Placing has not
become unconditional by the Condition Deadline then any placing monies will be
returned to Placees, without interest, as soon as practicable thereafter.
The Placing Agreement may be terminated by Investec at any time prior to
Admission, in certain circumstances including if:
i) a force majeure event occurs;
ii) there is a breach of warranty;
iii) the Company fails to comply with its obligations under the Placing
Agreement; or
iv)any of the conditions to the Placing Agreement shall have become incapable of
fulfilment or if all of the conditions are not fulfilled before the Condition
Deadline (and such conditions have not been waived by Investec as provided under
the Placing Agreement).
The exercise by Investec of any right of termination under the Placing Agreement
shall be within its absolute discretion. Investec shall not have any liability
to any Placee, or any other person for whom any Placee is acquiring new Ordinary
Shares, in respect of any decision which it may make as to whether or not to
exercise any right of termination or any of its other rights under the Placing
Agreement.
General
These terms and conditions apply to persons accepting the issue and allotment of
new Ordinary Shares under the Cash Placing. Each person to whom these conditions
apply, as described above, who confirms to Investec (which may include Investec
and/or its nominee(s)) his agreement to accept the issue and allotment of the
new Ordinary Shares under the Cash Placing, hereby agrees with each of Investec
and the Company to be bound by these terms and conditions as being the terms and
conditions on which the new Ordinary Shares will be issued under the Cash
Placing. A Placee shall, without limitation, become so bound if Investec
confirms to it (i) the Placing Price and (ii) its allocation (the
'Confirmation'), being the number of new Ordinary Shares in respect of which
such Confirmation is given or such lesser number of new Ordinary Shares as
Investec shall specify and of which Investec shall notify the Company's
registrar on behalf of the Company, conditional on these terms and conditions
and this Announcement.
Conditional, inter alia, on (i) Admission occurring on 10 July 2009 or such
later date as Investec and the Company may agree (being not later than 8.00 am
on 17 July 2009) and (ii) Investec having given the Confirmation, each Placee
agrees to accept the issue and allotment to it of such number of new Ordinary
Shares as is specified in its Confirmation (or such lesser number as Investec
shall specify) at the Placing Price. To the fullest extent permitted by law,
each Placee acknowledges and agrees that it will not be entitled to exercise any
remedy of rescission at any time. This does not affect any other rights a Placee
may have. A contract note will be dispatched as soon as possible following the
Confirmation.
Each Placee undertakes to pay the Placing Price for each new Ordinary Share
issued to such Placee in such manner as shall be directed by Investec. 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 prevailing LIBOR. Liability for stamp duty and stamp duty reserve
tax is described below. In the event of failure by any Placee to pay as so
directed, (without prejudice to Investec's rights against such Placee) the
relevant Placee shall be deemed hereby to have appointed Investec or any nominee
of Investec to sell (in one or more transactions) any or all of the new Ordinary
Shares in respect of which payment shall not have been made as directed by
Investec.
If the Company, Investec, the Company's registrars or any of their agents
request any information about a Placee's agreement to acquire Placing Shares,
such Placee must promptly disclose it to them.
This Announcement is the sole responsibility of the Company. Investec is acting
for the Company in connection with the Cash Placing and is not providing advice
to any other person in relation to the Cash Placing. Investec shall not be
responsible to any person other than the Company for providing the protections
afforded to the customers of Investec nor for advising any person other than the
Company on the transactions and arrangements referred to in this document.
No offering document or prospectus has been or will be submitted to be approved
by the Financial Services Authority in relation to the Cash Placing and Placees'
commitments will be made solely on the basis of the information contained in
this Announcement. Each Placee, by accepting a participation in the Cash
Placing, agrees that the content of this Announcement has been prepared by and
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 Investec or the Company and neither
Investec nor the Company will be liable for any Placee's decision to accept this
invitation to participate in the Cash Placing based on any other information,
representation, warranty or statement which the Placee 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
deciding to participate in the Cash Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
By participating in the Cash Placing, each Placee irrevocably represents,
warrants and undertakes to Investec (for itself and as agent of the Company)
that:
(a) it has read this Announcement, including this Appendix in its
entirety and acknowledges its participation in the Cash Placing will be governed
by the terms of this Appendix;
(b) it and/or each person on whose behalf it is participating (in whole or
in part) in the Cash Placing or to whom it allocates new Ordinary Shares in
whole or in part:
i. has the capacity and authority and is entitled to enter into and perform its
obligations as a person who has accepted the allotment and issue of the new
Ordinary Shares are issued and allotted and will honour such obligations; and
ii. has fully observed all laws of relevant jurisdictions and obtained all
necessary governmental or other consents in either case which may be required in
relation to the issue and allotment to it of new Ordinary Shares;
(c) it is not a person who is resident in, or a citizen of, the United
States, Canada, Australia, Japan, the Republic of Ireland or any other
jurisdiction where participating in the Cash Placing (on the terms and subject
to the conditions in this Appendix) is unlawful (or an agent or nominee of such
a person) or a corporation, partnership or other entity organised under the laws
of any such jurisdiction (or an agent or nominee of such a person);
(d) it is a Relevant Person;
(e) in agreeing to accept the issue and allotment of new Ordinary Shares it
has received and read this Announcement including this Appendix and is not
relying on any information, representation or warranty relating to the Cash
Placing, the new Ordinary Shares or the Company other than as contained in this
document and it has not relied on and is not relying on any representation or
warranty or agreement by Investec or the Company or any of their respective
directors, employees or agents or any other person except as set out in the
express terms herein;
(f) save where Investec has agreed in writing to the contrary, in
participating in the Cash Placing it is acting as principal and for no other
person and that its acceptance of that participation will not give any other
person a contractual right to require the issue by the Company of any of the new
Ordinary Shares and that where Investec has agreed it is not acting as a
principal, it represents and warrants that it has the authority to agree to
acquire Placing Shares on the Placee's behalf;
(g) neither Investec nor any of its affiliates nor any person acting on its
or their behalf has or shall have any liability for any publicly available or
filed information or representation in relation to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraud.
(h) it irrevocably confirms Investec's discretion with regard to the
Placing Agreement and agrees that Investec owes it no fiduciary or other duties
in respect of any claim it may have relating to the Cash Placing and that it has
no rights against Investec, the Company or any of their respective directors,
officers, employees, agents or advisors under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999;
(i) it acknowledges that the new Ordinary Shares have not been and will not
be registered under the Securities Act or under the securities laws of any State
of the United States, that the relevant clearances have not been and will not be
obtained from the Securities Commission of any province of Canada and that the
new Ordinary Shares have not been and will not be registered under the
securities laws of Australia, the Republic of Ireland or Japan and, therefore,
the new Ordinary Shares may not, subject to certain exceptions, be directly or
indirectly offered or sold in the United States, Canada, Australia, the Republic
of Ireland, Japan, or any other jurisdiction where to do so would be unlawful;
(j) it acknowledges and agrees that neither it nor any affiliate, nor any
person acting on its or any affiliate's behalf, has or will offer, sell, take
up, renounce, transfer or deliver directly or indirectly any new Ordinary Shares
within the United States, Canada, Australia, the Republic of Ireland or Japan or
offer, sell, take up, renounce, transfer or deliver in favour of a resident of
the United States, Canada, Australia, the Republic of Ireland, Japan or any
other jurisdiction where to do so would be unlawful;
(k) it has not offered or sold and will not offer or sell any new Ordinary
Shares in the United Kingdom prior to Admission except in circumstances which
have not resulted and will not result in an obligation to publish an approved
prospectus arising under section 85(1) of the FSMA or a breach of such section;
(l) it has complied with all relevant laws of all territories, or obtained
all requisite governmental or other consents which may be required in connection
with its participation in the Cash Placing; that it has complied with all
requisite formalities and that it has not taken any action or omitted to take
any action which will or may result in Investec, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal and regulatory requirements of any territory in connection with the
Cash Placing or its application; that it is not in a territory in which it is
unlawful to make an offer to subscribe for new Ordinary Shares; and that it will
pay any issue or other taxes due under any relevant laws having effect outside
of the United Kingdom;
(m) it acknowledges and agrees in connection with its participation in the
Cash Placing that Investec is not acting for it in relation to the Cash Placing
or otherwise and that Investec will not have any duties or responsibilities to
it for providing the protections afforded to its customers or for advising it
with regard to the Cash Placing or the new Ordinary Shares, nor do the contents
of this announcement constitute the giving of investment advice by Investec to
it and nor does it expect Investec to have a duty to it similar or comparable to
the 'best execution', 'suitability' and 'risk warnings' rules of the Financial
Services Authority;
(n) it has obtained all necessary consents and authorities to enable it to
give its commitment to accept the issue and allotment to it of new Ordinary
Shares and to perform its obligations as set out herein;
(o) save where Investec has been given prior written notice to the contrary,
it is not a person falling within subsections (6), (7) or (8) of sections 67 or
70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986 (or an agent or nominee of such person);
(p) save where Investec has been given prior written notice to the contrary,
the issue and allotment of new Ordinary Shares to it (whether as principal,
agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at
the increased rates referred to in sections 67 or 93 (Depositary Receipts) or
sections 70 or 96 (Clearance Services) of the Finance Act 1986;
(q) in the case of a person who confirms to Investec on behalf of a Placee
an agreement to accept the issue and allotment of new Ordinary Shares and/or who
authorises Investec to notify the Placee's name to the Company's registrar, that
person represents and warrants that he has authority to do all such acts on
behalf of the Placee;
(r) to the extent that a Placee is accepting the issue and allotment of new
Ordinary Shares on behalf of a third party and prior written agreement of such
matter has been given by Investec as contemplated by paragraph (f) of this
Appendix:
i. such Placee has carried out applicable procedures to verify the identity of
such third party for the purposes of the Money Laundering Regulations 2007 (the
'Regulations');
ii. such Placee has complied fully with its obligations pursuant to the
Regulations; and
iii. such Placee will provide Investec on demand with any information it might
require for the purposes of verification under the Regulations;
(s) it is aware of, has complied with and will comply with its obligations
in connection with money laundering under the Proceeds of Crime Act 2002 and
insider dealing under the Criminal Justice Act 1993;
(t) it acknowledges that the issue and allotment of the new Ordinary Shares
to it will be issued subject to the terms and conditions set out herein;
(u) acknowledges that no offering document or prospectus has been prepared
in connection with the Cash Placing;
(v) acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither Investec nor any person acting on
their behalf is responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement 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 or otherwise;
(w) represents and warrants that it has not received a prospectus or other
offering document and has not relied on any information other than information
contained in this Announcement or any information previously published by or on
behalf of the Company and 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 Cash Placing;
(x) 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 FSMA) relating to
the Cash Placing Shares in circumstances in which Section 21 of FSMA does not
require approval of the communication by an authorised person;
(y) to the fullest extent permitted by law and to the extent permitted by the
rules of the Financial Services Authority, neither Investec nor its affiliates
nor any of their respective directors, officers, employees, agents and advisors
shall be liable to it for any matter arising in connection with the Cash Placing
or the acquisition of Placing Shares pursuant to the Cash Placing and that where
any such liability nevertheless arises as a matter of law it will immediately
waive any claim against any such persons which it may have in respect thereof;
and
(z) by participating in the Cash Placing, it (and any person acting on such it's
behalf) agrees to indemnify and hold the Company and Investec harmless from and
against any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Cash Placing.
The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company, Investec and each of their respective
affiliates and are irrevocable.
In the event that a Placee is not able to give the warranties and undertakings
in (o) and (p) above, stamp duty or stamp duty reserve tax may be chargeable or
may be chargeable at a higher rate. Neither Investec nor the Company will be
responsible for any resulting liability to stamp duty or stamp duty reserve tax,
which shall be for the account of the Placee and in respect of which the Placee
agrees to indemnify, and keep indemnified, Investec and the Company.
Each Placee irrevocably appoints any duly authorised officer of Investec as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the new Ordinary Shares issued and allotted to it.
Settlement of the transactions in the new Ordinary Shares following Admission
will take place within the CREST system against Investec's CREST account 331.
In the case of a joint agreement to subscribe for new Ordinary Shares,
references to a "Placee" in this Appendix are to each Placee who is a party to
such agreement and each such Placee's liability is joint and several.
These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by reference or validly form part will be
governed by and construed in accordance with English law. For the exclusive
benefit of Investec and the Company, each Placee irrevocably submits to the
exclusive jurisdiction of the English courts in respect of these matters. This
does not prevent an action being taken against the Placee in another
jurisdiction.
All times and dates in this announcement may be subject to amendment. Investec
will notify Placees and any persons acting on behalf of the Placees of any
changes.
In this Announcement (including the Appendix), the following expressions have
the following meanings unless inconsistent with the context:
+-------------+--------------+
| 'Admission' | the |
| | admission |
| | of the |
| | new |
| | Ordinary |
| | Shares to |
| | the |
| | Official |
| | List by |
| | the |
| | making of |
| | an |
| | announcement |
| | in |
| | accordance |
| | with |
| | paragraph |
| | 3.2.7 of the |
| | Listing |
| | Rules and |
| | the |
| | admission of |
| | such shares |
| | to trading |
| | on the |
| | London Stock |
| | Exchange's |
| | main market |
| | for listed |
| | securities |
| | in |
| | accordance |
| | with |
| | paragraph |
| | 2.1 of the |
| | Admission |
| | and |
| | Disclosure |
| | Standards |
| | |
+-------------+--------------+
| 'Admission | the |
| and | admission |
| Disclosure | and |
| Standards' | disclosure |
| | standards |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | from time |
| | to time |
| | |
+-------------+--------------+
| 'Cash | the |
| Placing' | conditional |
| | placing of |
| | the new |
| | Ordinary |
| | Shares at |
| | the Placing |
| | Price on |
| | the terms |
| | and subject |
| | to the |
| | conditions |
| | of the |
| | Placing |
| | Agreement |
| | and this |
| | Appendix |
| | |
+-------------+--------------+
| 'Closing | the |
| Price' | closing |
| | middle |
| | market |
| | quotation |
| | of an |
| | Ordinary |
| | Share as |
| | derived |
| | from the |
| | daily |
| | official |
| | list |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | |
+-------------+--------------+
| 'Company' | Creston |
| or | PLC |
| 'Creston' | (registered |
| | number |
| | 00210505, |
| | whose |
| | registered |
| | office is |
| | at 30 City |
| | Road, |
| | London ECY |
| | 2AG. |
| | |
+-------------+--------------+
| 'CREST' | the |
| | computer |
| | based |
| | system |
| | and |
| | procedures |
| | which |
| | enable |
| | title to |
| | securities |
| | to be |
| | evidenced |
| | and |
| | transferred |
| | without a |
| | written |
| | instrument |
| | and which |
| | is operated |
| | by CRESTCo |
| | Limited |
| | |
+-------------+--------------+
| 'FPO' | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
| | (Financial |
| | Promotion) |
| | Order 2005 |
| | (as |
| | amended) |
| | |
+-------------+--------------+
| 'FSMA' | The |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
| | (as |
| | amended) |
| | |
+-------------+--------------+
| 'Group' | the |
| | Company |
| | and its |
| | subsidiaries |
| | at the date |
| | hereof and |
| | 'member of |
| | the Group' |
| | shall be |
| | construed |
| | accordingly |
| | |
+-------------+--------------+
| 'Investec' | Investec |
| | Bank PLC |
| | (registered |
| | number |
| | 489604), |
| | whose |
| | registered |
| | office is |
| | at 2 |
| | Gresham |
| | Street, |
| | London EC2V |
| | 7QP |
| | |
+-------------+--------------+
| 'Listing | the |
| Rules' | listing |
| | rules |
| | made by |
| | the |
| | Financial |
| | Services |
| | Authority |
| | under |
| | section |
| | 74 of |
| | FSMA and |
| | in force |
| | as at the |
| | date of |
| | the |
| | Placing |
| | Agreement |
| | |
+-------------+--------------+
| 'London | London |
| Stock | Stock |
| Exchange' | Exchange |
| | plc |
| | |
+-------------+--------------+
| 'new | 5,576,100 |
| Ordinary | new |
| Shares' | Ordinary |
| | Shares |
| | which are |
| | the |
| | subject |
| | of the |
| | Cash |
| | Placing |
| | |
+-------------+--------------+
| 'Official | the |
| List' | official |
| | list |
| | maintained |
| | by the |
| | Financial |
| | Services |
| | Authority |
| | |
+-------------+--------------+
| 'Ordinary | ordinary |
| Shares' | shares |
| | of 10p |
| | each in |
| | the |
| | capital |
| | of the |
| | Company |
| | |
+-------------+--------------+
| 'Placees' | persons |
| | who are |
| | procured |
| | by |
| | Investec |
| | to new |
| | Ordinary |
| | Shares |
| | allotted |
| | and |
| | issued |
| | to them |
| | pursuant |
| | to the |
| | provisions |
| | of the |
| | Placing |
| | Agreement |
| | |
+-------------+--------------+
| 'Placing | the |
| Agreement' | agreement |
| | dated 7 |
| | July 2009 |
| | between |
| | the |
| | Company |
| | and |
| | Investec |
| | |
+-------------+--------------+
| 'Placing | 60 pence |
| Price' | per new |
| | Ordinary |
| | Share |
+-------------+--------------+
| 'UK | The |
| Listing | Financial |
| Authority' | Services |
| | Authority |
| | acting in |
| | its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | for the |
| | purposes |
| | of Part |
| | VI of |
| | FSMA |
| | |
+-------------+--------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOERFMPTMMIMBTL
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