REG - AFC Energy Plc - Proposed £8.1 million Fundraising <Origin Href="QuoteRef">AFEN.L</Origin> - Part 2

AFC EnergyAnnouncement

14/02/2017 13:05

- Part 2: For the preceding part double click  ID:nRSN8620Wa 

                                                                                                                             
 "Restricted Jurisdiction"                            each and any of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa, New Zealand and the United States and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law;                
 "Securities Act"                                     US Securities Act of 1933 (as amended);                                                                                                                                                                                                                                 
 "Shareholders"                                       holders of Existing Ordinary Shares in AFC Energy;                                                                                                                                                                                                                      
 "Subscription"                                       the proposed subscription for New Ordinary Shares by certain existing investors;                                                                                                                                                                                        
 "Subscription Shares"                                the 1,500,000 Ordinary Shares to be subscribed for pursuant to the Subscription;                                                                                                                                                                                        
 "UK" or "the United Kingdom"                         the United Kingdom of Great Britain and Northern Ireland;                                                                                                                                                                                                               
 "Uncertificated" or "Uncertificated form"            recorded on the relevant register or other record of the Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;                                
 "United States", "United States of America" or "US"  the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction;                                                                                        
 "2016 Strategic Milestones"                          the strategic milestones of the Company as detailed in an announcement released by RIS on 1 March 2016;                                                                                                                                                                 
 "£", "Pounds Sterling" or "Pence"                    UK pounds sterling, the lawful currency of the United Kingdom; and                                                                                                                                                                                                      
 "E" or "Euro"                                        single legal currency of Eurozone countries.                                                                                                                                                                                                                            
 
 
APPENDIX - TERMS AND CONDITIONS OF THE PLACING 
 
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION 
 
The information contained herein is restricted and is not for publication,
release or distribution in or into the United States, Canada, Australia,
Japan, Singapore, the Republic of South Africa, the Republic of Ireland or New
Zealand or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. 
 
Each Placee should consult with its own advisers as to legal, tax, business
and related aspects of any subscription for New Ordinary Shares. 
 
These Terms and Conditions (the "Terms and Conditions") do not constitute an
offer or invitation to acquire, underwrite or dispose of, or any solicitation
of any offer or invitation to acquire, underwrite or dispose of, any Ordinary
Shares or other securities of the Company to any person in any jurisdiction to
whom it is unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing must inform
themselves about and observe any such restrictions and must be persons who are
able to lawfully receive this Announcement in their jurisdiction (all such
persons being "Relevant Persons"). In particular, these Terms and Conditions
do not constitute an offer or invitation (or a solicitation of any offer or
invitation) to acquire, underwrite or dispose of or otherwise deal in any
Ordinary Shares or other securities of the Company in the United States,
Canada, Australia, Japan, Singapore or the Republic of South Africa, subject
to certain limited exemptions. 
 
Members of the public are not eligible to take part in the Placing and each
Placee agrees, undertakes and warrants that it is not acquiring New Ordinary
Shares on behalf of members of the public or its Retail clients (as that term
is defined in the Rules of the FCA), save where the Placee does so on a fully
discretionary basis and without reference to any such Retail clients. In the
UK, the Placing and these Terms and Conditions are directed only at persons
whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses and who have professional experience in matters relating to
investments falling within the definition of 'investment professionals' in
Article 19 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or are high net worth body
corporates, unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49 of the Order or to whom they may
otherwise lawfully be communicated. 
 
The New Ordinary Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities Act") or
under any other securities legislation of any state of the United States or
registered or qualified under the applicable securities laws of any province
of Canada or Australia, Japan, Singapore or the Republic of South Africa.
Accordingly, the New Ordinary Shares may not, subject to certain limited
exceptions, be offered or sold, directly or indirectly, within the United
States, any province of Canada or Australia, Japan, Singapore or the Republic
of South Africa or offered or sold to, or for the account or benefit of, US
persons (as defined in Regulation S of the Securities Act ("Regulation S")
("US Person")) or a national, citizen or resident of any province of Canada or
Australia, Japan, Singapore or the Republic of South Africa. The New Ordinary
Shares are being offered and sold outside the United States in offshore
transactions complying with Regulation S, which provides an exemption from the
requirement to register the offer and sale under the Securities Act. 
 
These Terms and Conditions apply to any person who offers to subscribe for New
Ordinary Shares in the Placing. Each person (a "Placee") to whom these Terms
and Conditions apply, as described above, who confirms his agreement, whether
by telephone or otherwise, with Cantor Fitzgerald Europe to subscribe for New
Ordinary Shares in the Placing, hereby agrees with Cantor Fitzgerald Europe to
be legally and irrevocably bound by these Terms and Conditions which will be
the Terms and Conditions on which the New Ordinary Shares will be acquired in
the Placing. 
 
Capitalised terms not otherwise defined in this Appendix are as defined in the
Announcement relating to the Placing of which this Appendix forms part. 
 
These Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which these
Terms and Conditions relate is available only to Relevant Persons and will be
engaged in only with Relevant Persons. A Placee may not assign, transfer, or
in any manner, deal with its rights and obligations under the agreement
arising from the acceptance of the Placing, without the prior written
agreement of Cantor Fitzgerald Europe, in accordance with all relevant
requirements. 
 
All times and dates in this Appendix are references to times and dates in
London (United Kingdom). 
 
Terms of the Placing 
 
Each Placee's commitment to subscribe for a fixed number of New Ordinary
Shares under the Placing will be agreed orally with Cantor Fitzgerald Europe
and such agreement will constitute a binding irrevocable commitment by a
Placee, subject to the Terms and Conditions set out in this Appendix, to
subscribe and pay for the relevant number of New Ordinary Shares (the
"PlacingParticipation") at the Placing Price. Such commitment is not capable
of termination or rescission by the Placee in any circumstances except fraud.
All such obligations are entered into by the Placee with Cantor Fitzgerald
Europe acting in its capacity as agent of the Company and are therefore
directly enforceable by the Company. 
 
After such agreement is entered into, each Placee allocated New Ordinary
Shares in the Placing will be sent a confirmatory email stating the number of
New Ordinary Shares allocated to it at the Placing Price, the total
subscription amount payable to Cantor Fitzgerald Europe and including
settlement instructions (the "Confirmation Note"). 
 
Each Placee will be deemed to have read this Appendix in its entirety. Cantor
Fitzgerald Europe is acting for the Company and no one else in connection with
the Placing and will not regard any other person (whether or not a recipient
of these Terms and Conditions) as a client in relation to the Placing and to
the fullest extent permitted by law and applicable FCA rules, neither Cantor
Fitzgerald Europe nor any of its affiliates will have any liability,
obligation or duty to Placees or to any person other than the Company in
respect of the Placing. 
 
The New Ordinary Shares will rank pari passu in all respects and form one
class with the Existing Ordinary Shares of the Company in issue on Admission,
including the right to receive dividends or other distributions, if any. The
New Ordinary Shares will be issued free of any encumbrance, lien or other
security interest. 
 
Application for Admission 
 
Application will be made to London Stock Exchange plc for Admission of the New
Ordinary Shares to trading on AIM. It is anticipated that Admission of the New
Ordinary Shares to AIM will become effective at 8.00 a.m. on 9 March 2017 and
that dealings in the New Ordinary Shares will commence at that time and date
for normal account settlement. 
 
Placing Participations conditional 
 
Placing Participations are in all respects conditional upon:- 
 
(i)       the Placing Agreement entered into between Cantor Fitzgerald Europe
and the Company relating to the placing of the New Ordinary Shares becoming
unconditional in all respects and not having been terminated in accordance
with its terms; and 
 
(ii)      Admission having become effective, 
 
in each case by 8.00 a.m. on 9 March 2017 (or such later time and/or date as
the Company and Cantor Fitzgerald Europe agree, but in any event being no
later than 8.00 a.m. on 31 March 2017 (the "Long Stop Date")). 
 
Scaling back 
 
Cantor Fitzgerald Europe (after consulting with the Company) reserves the
right to scale back the number of New Ordinary Shares to be subscribed for by
any Placee or the number of New Ordinary Shares to be subscribed for by all
Placees in aggregate. The Company and Cantor Fitzgerald Europe also reserve
the right not to offer allocations of New Ordinary Shares to any person and
not to accept offers to subscribe for New Ordinary Shares or to accept such
offers in part rather than in whole. Cantor Fitzgerald Europe shall be
entitled to effect the Placing by such method as it shall in its sole
discretion determine. 
 
To the fullest extent permissible by law, neither Cantor Fitzgerald Europe or
any holding company thereof, nor any subsidiary, branch or affiliate of Cantor
Fitzgerald Europe (each an "Affiliate") nor any person acting on behalf of any
of the foregoing shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of
Cantor Fitzgerald Europe nor any of its Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in respect of
its conduct of the Placing. 
 
Placing Agreement 
 
Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has agreed on
behalf of and as agent of the Company, to use its reasonable endeavours to
procure persons who will subscribe for the New Ordinary Shares at the Placing
Price, subject to these Terms and Conditions. The Placing is not
underwritten. 
 
Conditions of the Placing 
 
Cantor Fitzgerald Europe's obligations under the Placing Agreement in respect
of the New Ordinary Shares are conditional on, inter alia:- 
 
(a)         none of the warranties or undertakings contained in the Placing
Agreement being untrue, inaccurate or misleading in any material respect at
any time before Admission and no fact or circumstance having occurred or
arisen which would constitute a material breach of any of the warranties or
undertakings on the part of the Company contained in the Placing Agreement; 
 
(b)         the New Ordinary Shares having been allotted, subject only to
Admission, in accordance with the Placing Agreement; and 
 
(c)         Admission taking place not later than 8.00 a.m. on 9 March 2017 or
such later date as the Company and Cantor Fitzgerald Europe may otherwise
agree (but not being later than 8.00 a.m. on the Long Stop Date). 
 
The Placing Agreement contains, inter alia, certain warranties and indemnities
from the Company for the benefit of Cantor Fitzgerald Europe. 
 
Right to terminate under the Placing Agreement 
 
Cantor Fitzgerald Europe may, in its absolute discretion, terminate the
Placing Agreement (i) if any of the warranties given by the Company to Cantor
Fitzgerald Europe in the Placing Agreement (a) was untrue or inaccurate or was
misleading at the date of the Placing Agreement (b) would not be true and
accurate, or would be misleading, if they were to be repeated at any time
prior to Admission (by reference to the facts and circumstances in each case
then existing), in the case of each of (a) and (b) in a respect which Cantor
Fitzgerald Europe considers to be material in the context of the Placing; (ii)
in the event of the failure of the Company to comply with its obligations
under the Placing Agreement; (iii) in the event of the occurrence (in the sole
judgement of Cantor Fitzgerald Europe) of a material adverse change in the
financial or trading position or prospects of the Company; or (iv) in the
event of the occurrence of a 'force majeure' event which, in the opinion of
Cantor Fitzgerald Europe, is likely to have a materially prejudicial effect on
the Placing or make it impracticable or inadvisable to proceed with the
Placing. The exercise by Cantor Fitzgerald Europe of any right of termination
(or any right of waiver exercisable by Cantor Fitzgerald Europe) contained in
the Placing Agreement or the exercise of any discretion under the Terms and
Conditions set out herein is within the absolute discretion of Cantor
Fitzgerald Europe and Cantor Fitzgerald Europe will not have any liability to
Placees whatsoever in connection with any decision to exercise or not exercise
any such rights. 
 
By accepting the New Ordinary Shares referred to in the Announcement to which
this Appendix is annexed, each Placee agrees that, without having any
liability to such Placee, Cantor Fitzgerald Europe may, in its absolute
discretion, exercise the right, (i) to extend the time for fulfilment of any
of the conditions in the Placing Agreement (provided that Placees' commitments
are not extended beyond the Long Stop Date); (ii) to waive, in whole or in
part, fulfilment of certain of the conditions; or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any of them). 
 
If (i) any of the conditions in the Placing Agreement are not satisfied (or,
where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii)
the Placing Agreement does not otherwise become unconditional in all respects,
the Placing will not proceed and all funds delivered by Placees to Cantor
Fitzgerald Europe or the Company pursuant to the Placing and this Appendix
will be returned to Placees at their risk without interest, and Placees'
rights and obligations under the Placing shall cease and determine at such
time and no claim shall be made by Placees in respect thereof. 
 
Registration and Settlement 
 
Settlement of transactions in the New Ordinary Shares (ISIN: GB00B18S7B29)
following Admission will take place within CREST (subject to certain
exceptions). Cantor Fitzgerald Europe reserves the right to require settlement
for, and delivery of, the New Ordinary Shares (or a portion thereof) to
Placees by such other means that it deems necessary if delivery or settlement
is not possible or practicable within CREST within the timetable set out in
this Announcement or would not be consistent with the regulatory requirements
in any Placee's jurisdiction. 
 
It is expected that settlement will be on 9 March 2017 in accordance with the
instructions set out in the Confirmation Note. 
 
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 3
percentage points above The Royal Bank of Scotland plc's base rate, with
interest compounded on a daily basis. 
 
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cantor Fitzgerald Europe may sell any or all of the New Ordinary
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds, for Cantor Fitzgerald Europe's account and benefit (as agent for the
Company), 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 or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such New
Ordinary Shares on such Placee's behalf. By communicating a bid for New
Ordinary Shares, each Placee confers on Cantor Fitzgerald Europe all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Cantor Fitzgerald Europe lawfully takes
in pursuance of such sale. 
 
If New Ordinary Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Confirmation Note is copied and delivered
immediately to the relevant person within that organisation. 
 
Insofar as New Ordinary 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 New Ordinary Shares should,
subject as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax or securities transfer tax. 
 
Placees will not be entitled to receive any fee or commission in connection
with the Placing. 
 
Further Terms, Confirmations and Warranties 
 
By accepting the Placing Participation referred to in the Confirmation Note,
each Placee makes the following confirmations, acknowledgements,
representations, warranties and/or undertakings to Cantor Fitzgerald Europe
and the Company and their respective directors, agents and advisers: 
 
1            each Placee confirms, represents and warrants that it has read
and understood this Announcement (including this Appendix) in its entirety and
acknowledges that its Placing Participation will be governed by the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings of this Appendix; 
 
2            each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix is legally
binding, irrevocable and is not capable of termination or rescission by such
Placee in any circumstances; 
 
3            each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to receive, any
prospectus, offering memorandum, listing particulars or any other document
(other than the Announcement), any information given or any representations,
warranties, agreements or undertakings (express or implied), written or oral,
or statements made at any time by the Company, Cantor Fitzgerald Europe or by
any subsidiary, holding company, branch or associate of the Company or Cantor
Fitzgerald Europe, or any of their respective officers, directors, agents,
employees or advisers, or any other person in connection with the Placing, the
Company and its subsidiaries or the New Ordinary Shares and that in making its
application under the Placing it is relying solely on the information
contained in the Announcement and this Appendix and it will not be relying on
any agreements by the Company and its subsidiaries or Cantor Fitzgerald Europe
or any director, employee or agent of the Company or Cantor Fitzgerald Europe
other than as expressly set out in this Appendix for which none of Cantor
Fitzgerald Europe or any of their directors and/or employees and/or person(s)
acting on behalf of any of them shall to the maximum extent permitted under
law have any liability except in the case of fraud; 
 
4            each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks associated
with, and other characteristics of, the New Ordinary Shares and, among others,
of the fact that it may not be able to resell the New Ordinary Shares except
in accordance with certain limited exemptions under applicable securities
legislation and regulatory instruments; 
 
5            each Placee confirms, represents and warrants, if a company, that
it is a valid and subsisting company and has all the necessary corporate
capacity and authority to execute its obligations in connection with the
Placing Participation and confirms, represents and warrants that any person
who confirms to Cantor Fitzgerald Europe on behalf of a Placee an agreement to
subscribe for New Ordinary Shares is duly authorised to provide such
confirmation to Cantor Fitzgerald Europe; 
 
6            each Placee agrees that the exercise by Cantor Fitzgerald Europe
of any right of termination or any right of waiver exercisable by Cantor
Fitzgerald Europe contained in the Placing Agreement or the exercise of any
discretion including (without limitation) the right not to enter into the
Placing Agreement is within the absolute discretion of Cantor Fitzgerald
Europe and Cantor Fitzgerald Europe will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not exercise any
such rights. Each Placee acknowledges that if (i) any of the conditions in the
Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the
Placing Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will lapse and
such Placee's rights and obligations in relation to the Placing shall cease
and determine at such time and no claim shall be made by any Placee in respect
thereof; 
 
7            each Placee acknowledges and agrees that Cantor Fitzgerald Europe
is not acting for, and that it does not expect Cantor Fitzgerald Europe to
have any duties or responsibilities towards, such Placee, including, without
limitation, for providing protections afforded to customers or clients of
Cantor Fitzgerald Europe under the FCA's Conduct of Business Source Book or
advising such Placee with regard to its Placing Participation and that such
Placee is not, and will not be, a customer or client of Cantor Fitzgerald
Europe as defined by the FCA's Conduct of Business Source Book in connection
with the Placing. Likewise, Cantor Fitzgerald Europe will not treat any
payment by such Placee pursuant to its Placing Participation as Client Money
governed by the FCA's Client Assets Sourcebook; 
 
8            each Placee undertakes and agrees that it will be responsible for
any stamp duty or stamp duty reserve tax in relation to the New Ordinary
Shares comprised in its Placing Participation and that neither Cantor
Fitzgerald Europe nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax in relation to the New Ordinary Shares
comprised in such Placee's Placing Participation; 
 
9            each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire the New
Ordinary Shares comprised in such Placee's Placing Participation and that it
has complied with and will comply with all applicable provisions of FSMA with
respect to anything done by such Placee in relation to the New Ordinary Shares
in, from or otherwise involving, the United Kingdom; 
 
10          each Placee acknowledges and agrees that the agreement confirmed
by the Confirmation Note is a legally binding contract between it and the
Company and the Terms and Conditions of such Placee's Placing Participation
will be governed by, and construed in accordance with, the laws of England and
Wales to the exclusive jurisdiction of whose courts such Placee irrevocably
agrees to submit; 
 
11          each Placee agrees that it will ensure delivery and payment is
completed in accordance with the settlement instructions set out in the
Confirmation Note (or as separately agreed with Cantor Fitzgerald Europe in
the case of certificated settlement) and acknowledges and agrees that time
shall be of the essence as regards such Placee's obligations pursuant to its
Placing Participation; 
 
12          each Placee acknowledges and agrees that it is the responsibility
of such Placee (if it is outside of the United Kingdom) to satisfy itself
that, in doing so, such Placee complies with the laws of any relevant
territory in connection with its Placing Participation and that it obtains any
requisite governmental or other consents and observes any other applicable
formalities; 
 
13          each Placee acknowledges and agrees that the Announcement does not
constitute an offer to sell, or the solicitation of an offer to subscribe for
or buy, New Ordinary Shares in any jurisdiction in which such an offer or
solicitation is unlawful. Accordingly, such Placee acknowledges and agrees
that the New Ordinary Shares may not, subject to certain limited exceptions,
be offered or sold, directly or indirectly, in or into the United States, any
province of Canada or Australia, Japan, Singapore or the Republic of South
Africa or offered or sold to, or for the account or benefit of, a national,
citizen or resident of the United States, any province of Canada or Australia,
Japan, Singapore or the Republic of South Africa, in each case subject to
limited exemptions, or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction; 
 
14          each Placee acknowledges and agrees that the New Ordinary Shares
have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Canadian, Japanese, Australian, Singaporean or South
African securities legislation and therefore the New Ordinary Shares may not
be offered, sold, transferred or delivered directly or indirectly into the
United States, Canada, Japan, Australia, Singapore or the Republic of South
Africa or their respective territories and possessions, subject to limited
exemptions, and in the case of the United States, pursuant to an exemption
from, or in a transaction not subject to the registration requirements of, the
Securities Act and in compliance with United States securities laws; 
 
15          each Placee confirms, represents and warrants that it has complied
with all relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required in connection with its
Placing Participation, 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
Cantor Fitzgerald Europe, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any territory in connection with the Placing or
such Placee's Placing Participation; 
 
16          each Placee confirms, represents and warrants that its
subscription for New Ordinary Shares does not trigger, in the jurisdiction in
which such Placee is resident or located: (i) any obligation to prepare or
file a prospectus or similar document or any other report with respect to such
subscription; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of Cantor Fitzgerald
Europe or the Company; 
 
17          each Placee confirms, represents and warrants it is acting as
principal and for no other person and that its Placing Participation will not
give any other person a contractual right to require the issue by the Company
of any New Ordinary Shares; 
 
18          each Placee confirms, represents and warrants that in accepting
its Placing Participation it is not applying for registration as, or as a
nominee or agent for, a person who is or may be a person mentioned in sections
67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986; 
 
19          each Placee confirms, represents and warrants that, to the extent
applicable to it, it is aware of its obligations in connection with the
Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime
and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of
Crime Act 2002, Part VIII of the Financial Services and Markets Act 2000 (as
amended), the Financial Services Act 2012 and the Market Abuse Regulation
2016, it has identified its clients in accordance with the Money Laundering
Regulations 2007 and it has complied fully with its obligations pursuant to
those Regulations; 
 
20          each Placee acknowledges and agrees that all times and dates in
this Announcement and the Terms and Conditions set out in this Appendix may be
subject to amendment and that Cantor Fitzgerald Europe will notify it of any
such amendments; 
 
21          each Placee acknowledges and agrees that no term or other
provision of the agreement confirmed by the Confirmation Note shall be
enforceable under the Contracts (Rights of Third Parties) Act 1999 by any
person other than Cantor Fitzgerald Europe or any affiliate of Cantor
Fitzgerald Europe or any Indemnified Person (as hereinafter defined); 
 
22          each Placee acknowledges that any of its monies held or received
by Cantor Fitzgerald Europe will not be subject to the protections conferred
by the FCA's Client Money Rules; 
 
23          each Placee confirms, represents and warrants that it understands
that the New Ordinary Shares have not been and will not be registered under
the Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not be offered
or sold or otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration statement
under the Securities Act or an exemption from the registration requirements of
the Securities Act, and, in connection with any such transfer, the Company
will have the right to obtain, as a condition to transfer, a legal opinion of
counsel, in such form and by counsel reasonably satisfactory to the Company,
that no such Securities Act registration is or will be required along with
appropriate certifications by the transferee as to the 'Accredited Investor'
status and/or other appropriate matters; 
 
24          each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted, and will not
distribute, forward, transfer or otherwise transmit, this Announcement or any
other presentation or offering materials concerning the New Ordinary Shares
within the United States, nor will it do any of the foregoing. Such Placee
further confirms that it understands that the information in this
Announcement, including financial information, may be materially different
from any disclosure that would be provided in a US offering; 
 
25          each Placee agrees, confirms, represents, warrants and undertakes
as follows:- 
 
25.1      it is, at the time of the offer and acceptance of the New Ordinary
Shares, outside the United States for the purposes of Regulation S; 
 
25.2      it will not offer or sell the New Ordinary Shares in the United
States absent registration or an exemption from registration under the
Securities Act; 
 
25.3      it is aware that the New Ordinary Shares are being offered outside
the United States in reliance on Regulation S; and 
 
25.4      it did not purchase or otherwise acquire the New Ordinary Shares
based on or due to directed selling efforts (as defined in Rule 902 under the
Securities Act), including based on an advertisement in a publication with a
general circulation in the United States, nor has it seen or been aware of any
activity that, to its knowledge, constitutes directed selling efforts in the
United States; 
 
26          if it is subscribing for the New Ordinary Shares in the United
Kingdom, that each Placee is a person falling within the exemption contained
in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as
amended) or falling within one or more of the categories of persons set out in
Article 19 (Investment Professionals) or Article 49 (High net worth companies,
unincorporated associations etc.) of the Order; 
 
27          each Placee confirms, represents and warrants that, in making the
investment decision with respect to the New Ordinary Shares, it has:- 
 
27.1       not relied on the Company or any of its respective affiliates or on
any document published by any of them; 
 
27.2       the ability to bear the economic risk of its investment in the New
Ordinary Shares and has no need for liquidity with respect to its investment
in the New Ordinary Shares; 
 
27.3       such knowledge and experience in financial and business matters
that it is capable of evaluating the merits, risks and suitability of
investing in the New Ordinary Shares, and is able to sustain a complete loss
of any investment in the New Ordinary Shares; and 
 
27.4       investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the New Ordinary Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the New
Ordinary Shares; 
 
28          each Placee acknowledges and agrees that it is not entitled to the
protections afforded to clients of Cantor Fitzgerald Europe in connection with
the Placing and that neither Cantor Fitzgerald Europe nor any of its
affiliates nor any of their respective officers, directors, employees or
advisers shall be liable for any losses (including, without limitation, loss
of profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a result of
fraud or for death or personal injury; 
 
29          each Placee acknowledges that the Company, Cantor Fitzgerald
Europe, CREST, the registrar, any transfer agent, any distributors or dealers
and their respective affiliates and others will rely on the truth and accuracy
of the foregoing confirmations, warranties, acknowledgements, representations,
undertakings and agreements, and agrees to notify the Company and Cantor
Fitzgerald Europe promptly in writing if any of its confirmations, warranties,
acknowledgements, representations, undertakings or agreements set out above
cease to be accurate and complete and to indemnify and hold harmless on an
after-tax basis the Company, Cantor Fitzgerald Europe and any of their
respective officers, directors, agents, employees or advisers (the
"Indemnified Persons") from and against any and all loss, damage, liability or
expense, including reasonable costs and attorneys' fees and disbursements,
which an Indemnified Person may incur by reason of, or in connection with, any
representation or warranty made by such Placee as set out above not having
been true when made, any misrepresentation made or any failure by such Placee
to fulfil any of its undertakings or agreements set out above or any other
document such Placee provides to the Company or Cantor Fitzgerald Europe. Such
Placee irrevocably authorises each of the Company and Cantor Fitzgerald Europe
to produce a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered
hereby; 
 
30          each Placee acknowledges that the rights and remedies of Cantor
Fitzgerald Europe and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one right or remedy will not
prevent the exercise of the other rights and/or remedies; and 
 
31         each Placee undertakes that it (and any person acting on its
behalf) will make payment for the New Ordinary Shares allocated to it in
accordance with this Announcement on the due time and date set out herein,
failing which the relevant New Ordinary Shares may be placed with other
subscribers or sold as Cantor Fitzgerald Europe may in its sole discretion
determine and without liability to such Placee and such Placee will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such New Ordinary Shares and may be required to bear the liability
for any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to or referred to in these Terms and Conditions) which
may arise upon the placing or sale of such Placee's New Ordinary Shares on its
behalf. 
 
CREST and certificated New Ordinary Shares 
 
New Ordinary Shares, once issued, will be admitted to CREST with effect from
Admission. Placees will receive New Ordinary Shares comprised in their Placing
Participation in uncertificated form registered in their CREST member account.
If Placees do not provide any CREST details or if Placees provide insufficient
CREST details to match within the CREST system to their details, Cantor
Fitzgerald Europe may, at its discretion, deliver New Ordinary Shares
comprised in any such Placee's Placing Participation in certificated form
provided payment has been made in terms satisfactory to Cantor Fitzgerald
Europe and all conditions in relation to the Placing have been satisfied or
waived. 
 
Responsibility 
 
The Terms and Conditions set out in this Appendix and the Announcement of
which it forms part have been issued by the Company and the Company takes sole
responsibility for them. 
 
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