TIDMOXIG
RNS Number : 3830I
Oxford Instruments PLC
14 June 2011
14 June 2011
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL
OXFORD INSTRUMENTS PLC
("Oxford Instruments" or the "Company")
OXFORD INSTRUMENTS ANNOUNCES A PROPOSED PLACING OF NEW ORDINARY
SHARES
Oxford Instruments today announces its intention to conduct a
non-pre-emptive placing of up to 5,013,121 new ordinary shares in
the Company (the "Placing Shares") representing up to 9.99 per
cent. of the Company's existing issued ordinary share capital (the
"Placing"). The Placing is being conducted through an accelerated
bookbuilding process to be carried out by J.P. Morgan Securities
Ltd., which conducts its UK investment banking activities as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove").
The Company has also announced today that it has acquired
Omicron Nanotechnology GmbH (together with its subsidiaries,
"Omicron") (the "Omicron Acquisition") for a cash consideration of
EUR32.4 million (around GBP28.1 million), on a cash free debt free
basis, to include land and buildings valued at EUR5.0 million
(around GBP4.3 million). Omicron is a German based company, with
subsidiaries in the UK, USA, Japan and France that designs and
produces advanced microscopes and chemical analysis instruments for
nanotechnology research.
The Company has also announced today that it has acquired
Omniprobe, Inc ("Omniprobe") (the "Omniprobe Acquisition") for an
initial cash consideration of US$19.2 and a deferred payment of
US$0.8 million payable in two years time (in total around GBP12.1
million), on a cash free debt free basis. Omniprobe is a US based
company which designs and produces tools giving customers
nano-scale laboratory capabilities within microscopes.
The Company has also published, in a separate announcement,
Preliminary Results for the year to 31 March 2011 (the "Preliminary
Results Announcement").
The Placing
The Placing is subject to the terms and conditions set out in
the Appendix. J.P. Morgan Cazenove will today commence a
bookbuilding process in respect of the Placing (the "Bookbuild").
The price per ordinary share at which the Placing Shares are to be
placed (the "Placing Price") will be decided at the close of the
Bookbuild. The book will open with immediate effect following this
announcement. The timing of the closing of the book, pricing and
allocations are at the discretion of J.P. Morgan Cazenove and
Oxford Instruments. Details of the Placing Price and the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company including the right to receive all dividends and
other distributions declared, made or paid after the date of issue,
including the proposed final dividend of 6.48 pence per share for
the year to 31 March 2011 as set out in the Preliminary Results
Announcement. If all the Placing Shares are placed, it would
represent an increase of approximately 9.99 per cent. of the
current issued ordinary share capital of the Company, and the
Placing Shares would represent approximately 9.08 per cent. of the
enlarged issued ordinary share capital of the Company.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the UK
Listing Authority (the "Official List") and to be admitted to
trading on the main market of the London Stock Exchange (together,
"Admission"). It is expected that Admission will take place at 8.00
a.m. on 17 June 2011. The Placing is conditional, among other
things, upon Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and J.P.
Morgan Cazenove (the "Placing Agreement") not being terminated. The
Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Background to the Placing - Use of Proceeds and financial
effects
Net proceeds of the Placing are proposed to be used as
follows:
- Part funding of the Omicron and Omniprobe acquisitions
announced today for an aggregate consideration of around GBP40.2m;
and
- Preserving Oxford Instruments' balance sheet flexibility to
fund further bolt-on acquisitions as part of its "14 Cubed"
plan.
The Omicron Acquisition and the Omniprobe Acquisition, together
with the proposed Placing are expected to be enhancing to adjusted
earnings per shares in the current year.*
*Nothing in this statement should be construed as a profit
forecast or be interpreted to mean that the future earnings per
share, profits, margins or cash flows of Oxford Instruments will
necessarily be greater than the historic published figures.
Enquiries
Oxford Instruments Plc +44 (0)18 6539 3200
Jonathan Flint - Chief Executive
Kevin Boyd - Group Finance Director
J.P. Morgan Cazenove +44 (0)20 7742 4000
Robert Constant
Shona Graham
This announcement including its Appendix (together, the
"Announcement") and the information contained herein is not for
publication, release or distribution, in whole or in part, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or South Africa or any other state or jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or South
Africa or any other state or jurisdiction in which such offer or
solicitation would be unlawful. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any state or other jurisdiction of the
United States. The Placing Shares are being offered and sold
outside the United States in accordance with Regulation S under the
Securities Act. No public offering of the shares referred to in
this Announcement is being made in the United States, United
Kingdom or elsewhere.
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 J.P.
Morgan Cazenove 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.
J.P. Morgan Securities Ltd., which conducts its UK investment
banking activities as J.P. Morgan Cazenove and which is authorised
and regulated in the United Kingdom by the Financial Services
Authority (the "FSA"), is acting for the Company in connection with
the Placing and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of J.P. Morgan Securities Ltd. nor for providing advice in
relation to the Placing or any other matter referred to in this
Announcement.
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 J.P. Morgan Cazenove
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
J.P. Morgan Cazenove to inform themselves about, and to observe,
such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
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.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED
IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC AS AMENDED AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND; (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND
(B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for
Placing Shares (the "Placees"), will be deemed to have read and
understood this Announcement 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 this Appendix. In particular each such Placee
represents, warrants and acknowledges that:
1. it is 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;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of J.P. Morgan Cazenove
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the European Economic Area other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons; and
3. (a) it is not in the United States and (ii) it is not acting
for the account or benefit of a person in the United States; (b) it
is a dealer or other professional fiduciary organised, incorporated
or (if an individual) resident in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S; or (c) it is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act.
The Company and J.P. Morgan Cazenove will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for,
Placing Shares in the United States, Australia, Canada Japan or
South Africa or any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement and the
information contained herein is not for publication, release or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or Australia or in
any jurisdiction in which publication, release or distribution is
unlawful. No public offer of securities of the Company is being
made in the United Kingdom, United States or elsewhere.
In particular, the Placing Shares have not been and will not be
registered under the Securities Act or any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any state or other jurisdiction of the
United States. The Placing Shares are being offered and sold
outside the United States in accordance with Regulation S under the
Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or 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 a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus 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, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. 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 Australia, Canada,
Japan or South Africa or any other state or jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action. In this Appendix, unless the context otherwise
requires, "Placee" means a person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
J.P. Morgan Cazenove has entered into the Placing Agreement with
the Company under which J.P. Morgan Cazenove has, on the terms and
subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing
Shares.
The Placing Price (as defined below) will be determined
following completion of the Bookbuild (as defined below) as set out
in this Announcement and the Placing Agreement. The Placing Shares
have been duly authorised and, on Admission, will be validly issued
and credited as fully paid and will rank pari passu in all respects
with the existing issued ordinary shares in the capital of the
Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The allotment and issue of the Placing Shares will be made by
the Company to Placees procured by J.P. Morgan Cazenove (acting as
agent of the Company) in consideration for the transfer to the
Company of certain shares in a Jersey incorporated subsidiary of
the Company ("NewCo") held by J.P. Morgan Cazenove.
The Company, subject to certain customary exceptions (including
the granting or exercising of options pursuant to the terms of
existing and forthcoming employee benefit plans of the Company),
has agreed not to allot, issue or grant any rights in respect of
any of its Ordinary Shares in the period from the date of this
Announcement until 120 days after Admission without J.P. Morgan
Cazenove's prior consent.
Applications for listing and admission to trading
Applications will be made to the FSA for admission of the
Placing Shares to the premium listing segment of the Official List
and to London Stock Exchange plc for admission to trading of the
Placing Shares on its main market for listed securities. It is
expected that Admission will become effective on or around 17 June
2011 and that dealings in the Placing Shares will commence at that
time.
Bookbuild
J.P. Morgan Cazenove will today commence the bookbuilding
process in respect to the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
J.P. Morgan Cazenove and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. J.P. Morgan Cazenove is arranging the Placing as sole
bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
J.P. Morgan Cazenove. J.P. Morgan Cazenove and its affiliates are
entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share
payable to J.P. Morgan Cazenove by all Placees whose bids are
successful (the "Placing Price"). The Placing Price and the number
of Placing Shares to be issued will be agreed between J.P. Morgan
Cazenove and the Company following completion of the Bookbuild and
any discount to the market price of the Ordinary Shares will be
determined in accordance with the Listing Rules of the FSA.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
J.P. Morgan Cazenove. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at
either the Placing Price which is ultimately established by the
Company and J.P. Morgan Cazenove or at prices up to a price limit
specified in its bid. Bids may be scaled down by J.P. Morgan
Cazenove on the basis referred to in paragraph 8 below.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(BST) on 14 June 2011 but may be closed earlier or later at the
discretion of J.P. Morgan Cazenove. J.P. Morgan Cazenove may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
6. Each prospective Placee's allocation will be confirmed to
Placees orally by J.P. Morgan Cazenove as agent of the Company,
following the close of the Bookbuild and a trade confirmation will
be dispatched as soon as possible thereafter. J.P. Morgan
Cazenove's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of J.P. Morgan Cazenove
and the Company, under which it agrees to subscribe for the number
of Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's Articles of Association.
7. The Company will make a further announcement on a Regulatory
Information Service following the close of the Bookbuild detailing
the number of Placing Shares to be issued and the Placing
Price.
8. Subject to paragraphs 3 and 5 above, J.P. Morgan Cazenove may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion as part of the Bookbuild
process and may scale down any bids for this purpose on such basis
as it may determine. J.P. Morgan Cazenove may also, notwithstanding
paragraphs 3 and 5 above, subject to the prior consent of the
Company: (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with J.P.
Morgan Cazenove's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to J.P. Morgan Cazenove, to pay 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 for which such
Placee has agreed to subscribe.
10. Except as required by law or regulation, no press release or
other announcement will be made by J.P. Morgan Cazenove or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, neither J.P.
Morgan Cazenove nor any of its affiliates shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither J.P. Morgan Cazenove
nor any of its affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
J.P. Morgan Cazenove's conduct of the Bookbuild or of such
alternative method of effecting the Placing as J.P. Morgan Cazenove
and the Company may agree.
Conditions of the Placing
J.P. Morgan Cazenove's obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, inter
alia:
(A) there having occurred no breach of the warranties contained
in the Placing Agreement prior to Admission (by reference to the
facts and circumstances from time to time existing);
(B) there being no breach by the relevant parties of either sale
and purchase agreement entered into by the Company in respect of
the Omicron Acquisition and the Omniprobe Acquisition (which is
not, where applicable, waived by the Company in accordance with the
terms of the applicable agreement) of any of the terms thereof
prior to Admission which, in the good faith opinion of J.P. Morgan
Cazenove, is material in the context of the Placing (as described
in the Acquisitions Announcement (as defined below)), all events
and conditions contemplated by such agreements as having occurred
or been satisfied prior to Admission having so occurred or been
satisfied, and no right to terminate either such agreement having
arisen prior to Admission;
(C) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(D) Admission taking place not later than 8.00 a.m. on 17 June
2011 or such later date as the Company and J.P. Morgan Cazenove may
otherwise agree but not being later than close of business on 24
June 2011.
Save as described in sub-paragraph (B) directly above, the
Placing Agreement, and therefore the Placing, are not conditional
on the Omicron Acquisition and/or the Omniprobe Acquisition.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
J.P. Morgan Cazenove by the respective time or date where specified
(or such later time or date as the Company and J.P. Morgan Cazenove
may agree), (ii) any of such conditions becomes incapable of being
fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the
Placing Shares will lapse 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.
J.P. Morgan Cazenove 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 save that certain conditions
(including as to Admission taking place) may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
None of J.P. Morgan Cazenove, 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 it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision 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 J.P. Morgan
Cazenove.
Right to terminate under the Placing Agreement
J.P. Morgan Cazenove 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 in
certain circumstances, including inter alia (i) a breach of the
warranties given to J.P. Morgan Cazenove in the Placing Agreement,
(ii) the failure of the Company to comply with obligations under
the Placing Agreement or, (iii) the occurrence of a force majeure
event which in the opinion of J.P. Morgan Cazenove, is likely to
prejudice the success of the Placing.
Upon such notice being given, 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 customary exceptions.
By participating in the Placing, Placees agree that the exercise
by J.P. Morgan Cazenove of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of J.P. Morgan Cazenove 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.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FSA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix), the
announcement released today by the Company containing details of
the Omicron Acquisition and the Omniprobe Acquisition (the
"Acquisitions Announcement") and the Exchange Information (as
defined below). By participating in the Placing, each Placee agrees
that the contents of this Announcement, the Acquisitions
Announcement and the Exchange Information are 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 J.P.
Morgan Cazenove or any other person and neither J.P. Morgan
Cazenove nor 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 participating in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraud.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0006650450) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, J.P. Morgan Cazenove reserves the
right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with J.P. Morgan
Cazenove, stating the number of Placing Shares allocated to it at
the Placing Price, the aggregate amount owed by such Placee to J.P.
Morgan Cazenove and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with
J.P. Morgan Cazenove.
It is expected that settlement will occur on 17 June 2011 on a
T+3 basis in accordance with the instructions set out in the trade
confirmation.
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 J.P. Morgan Cazenove.
Each Placee is deemed to agree that, if it does not comply with
these obligations, J.P. Morgan Cazenove may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for J.P. Morgan Cazenove's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on J.P.
Morgan Cazenove all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which J.P. Morgan Cazenove lawfully takes in pursuance of such
sale.
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, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its acquisition of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
prepared in connection with the Placing and represents and warrants
that it has not received and will not receive a prospectus or other
offering document in connection therewith;
3. acknowledges that the Ordinary Shares are listed on the
premium segment of the Official List of the FSA, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FSA
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty,
and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without
undue difficulty. For the avoidance of doubt, for the purposes of
the terms and conditions set out in this Appendix, "Exchange
Information" shall include the announcement of the Company's
preliminary results for the financial period ended 31 March 2011
released separately today;
4. acknowledges that neither J.P. Morgan Cazenove nor the
Company nor any of their affiliates nor any person acting on behalf
of any of them has provided, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement and the Acquisitions Announcement; nor has it
requested any of J.P. Morgan Cazenove, the Company, any of their
affiliates or any person acting on behalf of any of them to provide
it with any such information;
5. acknowledges that the content of this Announcement and the
Acquisitions Announcement is exclusively the responsibility of the
Company and that neither J.P. Morgan Cazenove, its affiliates nor
any person acting on its or their behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or the Acquisitions Announcement or
any information previously or concurrently published by or on
behalf of the Company (including the Exchange Information) 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 Acquisitions Announcement 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 acquire the Placing
Shares is contained in this Announcement, the Acquisitions
Announcement and any Exchange Information, 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 J.P. Morgan Cazenove or the
Company and neither J.P. Morgan Cazenove 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 provided that nothing in this
paragraph excludes the
liability of any person for fraud. 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;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that neither J.P. Morgan Cazenove 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
fraud;
8. represents and warrants that:
(a) (i) it is not in the United States and (ii) it is not acting
for the account or benefit of a person in the United States; or
(b) it is a dealer or other professional fiduciary organised,
incorporated or (if an individual) resident in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S under the Securities
Act; or
(c) it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act;
9. acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion for investment purposes and
not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United
States and that it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. represents and warrants that it will not reoffer, sell,
pledge or otherwise transfer the Placing Shares except in an
offshore transaction in accordance with Regulation S under the
Securities Act;
12. unless otherwise specifically agreed in writing with J.P.
Morgan Cazenove, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Australia, Canada, Japan or South Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2003 (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased 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 Qualified Investors, or in
circumstances in which the prior consent of J.P. Morgan Cazenove
has been given to the offer or resale;
17. 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 Financial Services and Markets Act 2000
("FSMA");
18. 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);
19. 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;
20. 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;
21. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with J.P. Morgan Cazenove in writing,
represents and warrants that it is a Qualified Investor within the
meaning of Article 2(1)(e) the Prospectus Directive;
22. if in the UK, represents and warrants that it is a person
(i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (iii) to whom this Announcement may otherwise be lawfully
communicated;
23. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing and to perform
its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) and will honour such
obligations;
24. 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 on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as J.P. Morgan Cazenove may in its
sole discretion determine and without any liability of J.P. Morgan
Cazenove to such Placee;
25. acknowledges that none of J.P. Morgan Cazenove, nor any of
its affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into with any Placee
in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be treated for
these purposes as a client of J.P. Morgan Cazenove and that J.P.
Morgan Cazenove has no duties or responsibilities to it for
providing the protections afforded to its clients or customers 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;
26. 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 J.P. Morgan Cazenove
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 J.P. Morgan Cazenove in respect of the
same on the basis that the Placing Shares will be allotted to the
CREST stock account of J.P. Morgan Cazenove who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising therefrom
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 or non-contractual
obligations, 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
J.P. Morgan Cazenove 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;
28. agrees that the Company, J.P. Morgan Cazenove and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Company
and to J.P. Morgan Cazenove on its own behalf and on behalf of the
Company and are irrevocable;
29. agrees to indemnify on an after tax basis and hold the
Company, J.P. Morgan Cazenove 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 in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
30. acknowledges that no action has been or will be taken by any
of the Company, J.P. Morgan Cazenove or any person acting on behalf
of the Company or J.P. Morgan Cazenove 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;
31. acknowledges 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 acknowledges that it is experienced in
investing in securities of this nature 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. It
has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
32. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Company
and to J.P. Morgan Cazenove and are irrevocable. 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 a 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 the Placing Shares are
not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, UK stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor J.P. Morgan Cazenove will be
responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and J.P. Morgan Cazenove in
the event that any of the Company and/or J.P. Morgan Cazenove has
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify J.P. Morgan Cazenove accordingly.
In addition, Placees should note that they will be liable for
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
UK 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 the Placee,
acknowledges that J.P. Morgan Cazenove does not owe any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that J.P. Morgan Cazenove or any of its
affiliates may, at its 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 with J.P. Morgan Cazenove, any money held in an account
with J.P. Morgan Cazenove 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 J.P. Morgan
Cazenove's money in accordance with the client money rules and will
be used by J.P. Morgan Cazenove in the course of its own business
and the Placee will rank only as a general creditor of J.P. Morgan
Cazenove.
All times and dates in this Announcement may be subject to
amendment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELIFFERTISLIL
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