REG - Chesnara PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">CSN.L</Origin> - Part 2

ChesnaraAnnouncement

24/11/2016 07:10

- Part 2: For the preceding part double click  ID:nRSX0316Qa 

best
interests of Chesnara and Shareholders as a whole. Accordingly, the Chesnara
Board unanimously recommends that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to do (or
procure to be done, as the case may be) in respect of their entire holdings of
133,043 Ordinary Shares in aggregate, representing approximately 0.1 per cent.
of the existing issued ordinary share capital of Chesnara. The Directors are
fully supportive of the Firm Placing and Placing and Open Offer. Certain of
the Directors of Chesnara (including the Chief Executive and the Group Finance
Director) intend to participate in the Placing and Open Offer. The extent of
Director participation will be announced post completion of the Issue. 
 
20. Expected Timetable of Principal Events 
 
Each of the times and dates in the table below is indicative only and may be
subject to change.(1) 
 
 Record Date for entitlements under the Open Offer                                                                                                                                                                                                                                                                   5.30 p.m. on 22 November 2016      
 Announcement of the Acquisition and the Issue                                                                                                                                                                                                                                                                       24 November 2016                   
 Ex-entitlement date for the Open Offer                                                                                                                                                                                                                                                                              24 November 2016                   
 Publication and posting of the Prospectus, the Notice of General Meeting, the Form of Proxy and the Application Form                                                                                                                                                                                                24 November 2016                   
 Basic Open Offer Entitlements and Excess Basic Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders                                                                                                                                                                         25 November 2016                   
 Latest recommended time and date for requesting withdrawal of Basic Open Offer Entitlements and Excess Basic Open Offer Entitlements  from  CREST (i.e.  if  your  Basic  Open  Offer Entitlements and Excess Basic Open Offer Entitlements are in CREST and you wish to convert them into certificated form)       4.30 p.m. on 6 December 2016       
 Latest recommended time and date for depositing Basic Open Offer Entitlements and Excess Basic Open Offer Entitlements into CREST (i.e. if your Basic Open Offer Entitlements and Excess Basic Open Offer Entitlements are represented by an Application Form and you wish to convert them to uncertificated form)  3 p.m. on 7 December 2016          
 Latest time and date for splitting Application Forms (to satisfy bona fide market claims)                                                                                                                                                                                                                           3 p.m. on 8 December 2016          
 Latest time and date for receipt of Forms of Proxy                                                                                                                                                                                                                                                                  11.00 a.m. on 9 December 2016      
 Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)                                                                                                                                              11.00 a.m. on 12 December 2016     
 Results of Placing and Open Offer to be announced through a Regulatory Information Service                                                                                                                                                                                                                          13 December 2016                   
 General Meeting                                                                                                                                                                                                                                                                                                     11.00 a.m. on 13 December 2016     
 Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange and New Ordinary Shares credited to CREST accounts                                                                                                                                                                               8.00 a.m. on 15 December 2016      
 Despatch of definitive share certificates for the New Ordinary Shares in certificated form                                                                                                                                                                                                                          by no later than 23 December 2016  
 
 
(1)    The times and dates set out in the expected timetable of principal
events above and mentioned throughout this document may be  adjusted by
Chesnara with the agreement of the Banks in which event details of the new
times and dates will be notified to the  UKLA, the London Stock Exchange and,
where appropriate, Qualifying Shareholders. 
 
Important Notice 
 
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
have been appointed as sponsor and joint bookrunner, respectively, in
connection with the Acquisition, the Firm Placing and Placing and Open Offer
and Admission. Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited, which are each authorised and regulated in the UK by the
FCA, are acting exclusively for the Company and no one else in connection with
the contents of this announcement, the Acquisition, the Firm Placing and
Placing and Open Offer, Admission or any other matters referred to in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Acquisition, the Firm
Placing and Placing and Open Offer, Admission or any other matters referred to
in this announcement and will not be responsible for providing the protections
afforded to their clients nor for giving advice in relation to the contents of
this announcement, the Acquisition, the Firm Placing and Placing and Open
Offer, Admission or any other matter or arrangement referred to in this
announcement. 
 
Panmure Gordon, which is authorised and regulated in the UK by the FCA, has
been appointed as joint bookrunner in connection with the Firm Placing and
Placing and Open Offer and Admission and is acting exclusively for the Company
and no one else in connection with the contents of this announcement, the Firm
Placing and Placing and Open Offer, Admission or any other matters referred to
in this announcement and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Firm Placing
and Placing and Open Offer, Admission or any other matters referred to in this
announcement and will not be responsible for providing the protections
afforded to its clients nor for giving advice in relation to the contents of
this announcement, the Firm Placing and Placing and Open Offer, Admission or
any other matter or arrangement referred to in this announcement. 
 
Keefe, Bruyette & Woods, which is authorised and regulated in the UK by the
FCA, has been appointed as financial adviser in connection with the
Acquisition and Placing Agent in connection with the Firm Placing and Placing
and Open Offer and Admission and is acting exclusively for the Company and no
one else in connection with the contents of this announcement, the Firm
Placing and Placing and Open Offer, Admission or any other matters referred to
in this announcement and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Firm Placing
and Placing and Open Offer, Admission or any other matters referred to in this
announcement and will not be responsible for providing the protections
afforded to its clients nor for giving advice in relation to the contents of
this announcement, the Firm Placing and Placing and Open Offer, Admission or
any other matter or arrangement referred to in this announcement. 
 
Appendix I:     Terms and Conditions of the Firm Placing and the Placing
Issue 
 
IMPORTANT INFORMATION ON THE FIRM PLACING AND THE PLACING FOR INVITED PLACEES
ONLY. 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OR THE
PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES
ONLY AND ARE ONLY DIRECTED (A) AT PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) WHO ARE "QUALIFIED INVESTORS"
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE
2003/71/EC) ("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, AT
QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") (NAMELY,
AUTHORISED FIRMS UNDER THE FSMA; PERSONS WHO ARE EXEMPT IN RELATION TO
PROMOTIONS OF SHARES IN COMPANIES; PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM INVESTING IN COMPANIES; GOVERNMENTS; LOCAL AUTHORITIES OR INTERNATIONAL
ORGANISATIONS; OR A DIRECTOR, OFFICER OR EMPLOYEE ACTING FOR SUCH ENTITIES IN
RELATION TO INVESTMENT) AND/OR (II) WHO ARE HIGH VALUE ENTITIES FALLING WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER (NAMELY, BODIES CORPORATE WITH SHARE
CAPITAL OR NET ASSETS OF NOT LESS THAN £5 MILLION (EXCEPT WHERE THE BODY
CORPORATE HAS MORE THAN 20 MEMBERS IN WHICH CASE THE SHARE CAPITAL OR NET
ASSETS SHOULD BE NOT LESS THAN £500,000)); UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS WITH NET ASSETS OF NOT LESS THAN £5 MILLION; TRUSTEES OF HIGH
VALUE TRUSTS; OR A DIRECTOR, OFFICER OR EMPLOYEE ACTING FOR SUCH ENTITIES IN
RELATION TO THE INVESTMENT); AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO
PARTICIPATE IN THE FIRM PLACING AND THE PLACING BY THE JOINT BOOKRUNNERS (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 
 
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. 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. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THE PLACED SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR 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 APPLICABLE STATE
SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED
STATES. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX AND
BUSINESS RELATED ASPECTS OF AN ACQUISITION OF PLACED SHARES. 
 
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in this
announcement. 
 
If a Relevant Person indicates to either Joint Bookrunner that it wishes to
participate in the Firm Placing and/or the Placing (together, the "Equity
Placings") by making or accepting an offer to acquire Firm Placed Shares
pursuant to the Firm Placing (each such person a "Firm Placee") and Open Offer
Shares pursuant to the Placing (each such person a "Conditional Placee" and,
together with the Firm Placees, the "Placees") it will be deemed to have read
and understood these terms and conditions, the announcement of which they form
part and the draft prospectus dated 14 November 2016 prepared by, and relating
to, the Company (the "Placing Proof") in their entirety and to be making or
accepting such offer subject to these terms and conditions and to be providing
the representations, warranties, indemnities, agreements and acknowledgements
contained herein. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placed Shares that are allocated to it
for the purposes of its business only. Further, each such Placee represents,
warrants and agrees that: (a) if it is a financial intermediary, as that term
is used in Article 3(2) of the Prospectus Directive, that the Placed Shares
acquired by and/or subscribed for by it in the Equity Placings 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 circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in a member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each such proposed offer or
resale; and (b) it is not a US Person (as defined in Regulation S), and is not
acquiring the Placed Shares for the account or benefit of a US Person, and it
is located outside the United States and acquiring the Placed Shares in an
"offshore transaction" (as defined in Regulation S) for its own account or
purchasing the Placed Shares for an account with respect to which it exercises
sole investment discretion. 
 
These terms and conditions and the information contained herein are not for
release, publication or distribution, directly or indirectly, in whole or in
part, to persons in the United States or any Excluded Territory. 
 
In particular, the Placed Shares referred to in these terms and conditions
have not been and will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
the Placed Shares may not be offered or sold directly or indirectly in, into
or 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 applicable state securities laws. There will be no public offering of
the Placed Shares in the United States. No offering of the Placed Shares will
be made in the United States. The Placed Shares have not been approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory authority
in the United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offer of the Placed Shares or the accuracy or
adequacy of these terms and conditions. Any representation to the contrary is
a criminal offence in the United States. 
 
The distribution of these terms and conditions and the offer and/or placing of
Placed Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Joint Bookrunners or the Company that would
permit an offer of the Placed Shares or possession or distribution of these
terms and conditions or any other offering or publicity material relating to
the Placed Shares in any jurisdiction where action for that purpose is
required, save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the Company to
inform themselves about and to observe any such restrictions. 
 
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of either Joint Bookrunner or any of
their respective affiliates or their respective directors, officers,
employees, agents, advisers, or any other person, as to the accuracy,
completeness, correctness or fairness of the information or opinions contained
in the Placing Proof or this announcement or for any other statement made or
purported to be made by any of them, or on behalf of them, in connection with
the Company or the Equity Placings and no such person shall have any
responsibility or liability for any such information or opinions or for any
errors or omissions. Accordingly, save to the extent permitted by law, no
liability whatsoever is accepted by any of the Joint Bookrunners or any of
their respective affiliates or their respective directors, officers,
employees, agents or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this announcement or such
information or opinions contained herein or otherwise arising in connection
with the Placing Proof. 
 
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placed Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings per share
for any future period will necessarily match or exceed historical published
profits or earnings per share of the Company. 
 
Firm Placing and Placing and Open Offer 
 
Placees are referred to these terms and conditions, this announcement and the
Placing Proof containing details of, inter alia, the Equity Placings. These
terms and conditions, this announcement and the Placing Proof have been
prepared and issued by the Company, and each of these documents is the sole
responsibility of the Company. 
 
Firm Placing 
 
The Firm Placed Shares are not subject to clawback and do not form part of the
Placing and Open Offer. The Firm Placing is subject to the same conditions and
termination rights which apply to the Placing and Open Offer. 
 
The Joint Bookrunners have agreed, pursuant to the Sponsor and Placing
Agreement, to use reasonable endeavors to place, as agents of the Company, all
the Firm Placed Shares at the Issue Price with Firm Placees.  Subject to the
Firm Placing not being terminated, the Firm Placed Shares will be issued to
Firm Placees procured by the Joint Bookrunners or, failing which, to the Joint
Bookrunners, subject to the terms and conditions of the Sponsor and Placing
Agreement. 
 
Placing and Open Offer 
 
The Joint Bookrunners have agreed, pursuant to the Sponsor and Placing
Agreement, to use reasonable endeavors to conditionally place, as agents of
the Company, all the Open Offer Shares at the Issue Price with Conditional
Placees. Subject to the Placing and Open Offer not being terminated, any Open
Offer Shares which are not applied for in respect of the Open Offer will be
issued to Placees procured by the Joint Bookrunners or, failing which, to the
Joint Bookrunners, subject to the terms and conditions of the Sponsor and
Placing Agreement. 
 
The commitments of the Conditional Placees are subject to clawback in respect
of valid applications for Open Offer Shares by Qualifying Shareholders
pursuant to the Open Offer, including under the Excess Application Facility. 
 
Qualifying Shareholders are being given the opportunity to apply for the Open
Offer Shares at the Issue Price on and subject to the terms and conditions of
the Open Offer, on the basis of 3.69 Open Offer Shares for every 100 Existing
Ordinary Shares held on the Record Date. Open Offer Shares will also be made
available to Qualifying Shareholders under the Excess Application Facility.
Fractions of Open Offer Shares will not be allotted and each Qualifying
Shareholder's entitlement under the Open Offer will be rounded down to the
nearest whole number.  Qualifying Shareholders applying for their full Basic
Open Offer Entitlements may also apply, under the Excess Application Facility,
for New Ordinary Shares in excess of their Basic Open Offer Entitlements at
the Issue Price. The number of Excess Shares a Qualifying Shareholder can
apply for under the Excess Application Facility is capped at a maximum number
equal to two times the number of Existing Ordinary Shares held in such
Qualifying Shareholder's name as at the Record Date. 
 
The Placed Shares issued under the Firm Placing and Placing and Open Offer,
when issued and fully paid, will be identical to, and rank pari passu with,
the Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on the Existing Ordinary Shares
after Admission. 
 
The Equity Placings 
 
Application will be made to the FCA for the Placed Shares to be issued under
the Firm Placing and the Placing and Open Offer to be admitted to the premium
listing segment of the Official List and to the London Stock Exchange for the
Placed Shares to be admitted to trading on its main market for listed
securities. Subject to the conditions below being satisfied, it is expected
that Admission will become effective on 15 December 2016 and that dealings for
normal settlement in the Placed Shares will commence at 8 a.m. on the same
day. 
 
The Firm Placing and Placing and Open Offer are conditional, inter alia,
upon: 
 
(i)      The Resolutions being passed at the General Meeting; 
 
(ii)      Admission becoming effective by not later than 8 a.m. on 15 December
2016 (or such later time and/or date as the Company and the Banks may agree,
being no later than 29 December 2016); and 
 
(iii)     the Sponsor and Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its terms. 
 
The full terms and conditions of the Open Offer will be contained in the
Prospectus to be issued by the Company in connection with the Open Offer and
Admission. The Prospectus to be issued by the Company will be approved by the
FCA under section 87A of the FSMA and made available to the public in
accordance with Rule 3.2 of the Prospectus Rules made under Part VI of the
FSMA. 
 
The Joint Bookrunners will seek to procure Placees as agents of the Company.
These terms and conditions give details of the terms and conditions of, and
the mechanics of participation in, the Equity Placings. 
 
Principal terms of the Equity Placings 
 
a)      By participating in the Equity Placings, Placees will be deemed to
have read and understood this announcement, these terms and conditions and the
Placing Proof in their entirety and to be participating and making an offer
for any Placed Shares subject to, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in, these
terms and conditions. 
 
b)      The Joint Bookrunners are arranging the Equity Placings severally, and
not jointly, nor jointly and severally, as agents of the Company. 
 
c)      Participation in the Equity Placings will only be available to persons
who are Relevant Persons and who may lawfully be, and are, invited to
participate by either of the Joint Bookrunners. The Joint Bookrunners and
their respective affiliates are entitled to offer to subscribe for Placed
Shares as principal in the Equity Placings. 
 
d)      The Joint Bookrunners reserve the right not to accept an offer to
subscribe for Placed Shares, either in whole or in part, and may scale down
any offer to subscribe for Placed Shares for this purpose. 
 
e)      An offer to subscribe for Placed Shares will be made on the basis of
this announcement, these terms and conditions and the Placing Proof.  A
Placee's commitment to subscribe for the number of Placed Shares allocated to
it (and in the respective numbers of Firm Placed Shares and Open Offer Shares
(subject to clawback) so allocated) will be agreed with and confirmed to it
orally by one of the Joint Bookrunners and a contract note will be dispatched
as soon as possible thereafter. The oral confirmation to the Placee by a Joint
Bookrunner constitutes an irrevocable, legally binding contractual commitment
to that Joint Bookrunner (as agent of the Company) to subscribe for the number
of Placed Shares allocated to it on the terms set out in this announcement.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to that Joint Bookrunner, to pay to that Joint Bookrunner (or
as that Joint Bookrunner may direct) as agent of the Company in cleared funds
an amount equal to the product of the Issue Price and the sum of the number of
Firm Placed Shares and, once apportioned after clawback (in accordance with
the procedure described in the paragraph entitled 'Placing Procedure' below),
the Open Offer Shares, which such Placee has agreed to acquire. 
 
f)       The Company will, in consultation with the Joint Bookrunners, in its
absolute discretion determine the allocation to Placees of the Firm Placed
Shares and the Open Offer Shares.  The Joint Bookrunners reserve the right not
to accept bids or to accept bids, either in whole or in part, on the basis of
allocations determined at the Company's discretion and may scale down any bids
as the Company may determine, in consultation with the Joint Bookrunners. The
acceptance of bids shall be at the Joint Bookrunners' absolute discretion,
subject to agreement with the Company. 
 
g)      Irrespective of the time at which a Placee's allocation(s) pursuant to
the Equity Placings is/are confirmed, settlement for all Placed Shares to be
acquired pursuant to the Firm Placing and the Placing will be required to be
made on the basis explained below under the paragraph entitled "Registration
and Settlement". 
 
h)      No commissions are payable to Placees in respect of the Firm Placing.
A commission of one per cent. of the aggregate value at the Issue Price of the
Open Offer Shares committed to by Conditional Placees is payable to the
Conditional Placees by the relevant Joint Bookrunner in respect of the
Placing. This commission is expected to be paid within five Business Days of
Admission (provided Conditional Placees have provided details of the account
payee). 
 
i)        By participating in the Equity Placings, each Placee agrees that its
rights and obligations in respect of the Firm Placing and/or the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.  All obligations under the Equity
Placings will be subject to the fulfilment of the conditions referred to in
the section below. 
 
Conditions of theEquity Placings and Termination of the Sponsor and Placing
Agreement 
 
The Banks have the right to terminate their obligations under the Sponsor and
Placing Agreement (after such consultation with the Company as the
circumstances may allow) at any time prior to Admission in certain
circumstances including, inter alia, (i) if any of the warranties contained in
the Sponsor and Placing Agreement was untrue, inaccurate or misleading and/or
would be untrue, inaccurate or misleading if it were to be repeated at any
time prior to Admission so as to have a material adverse effect, in the
reasonable opinion of the Banks, on the Equity Placings or if any statement in
the Issue Documents is incorrect or has become untrue, incorrect or
misleading; or (ii) a material adverse change in the financial position or
prospects of the Group or the Enlarged Group (taken as a whole); or (iii) the
occurrence of certain specified events of force majeure (as specified in the
Sponsor and Placing Agreement). If the Sponsor and Placing Agreement is
terminated prior to Admission, the Equity Placings will lapse and the rights
and obligations of the Placees hereunder shall cease and determine at such
time and no claim can be made by any Placee in respect thereof. In such event,
all monies (if any) paid by the Placees to the Joint Bookrunners at such time
shall be returned to the Placees at their sole risk without any obligation on
the part of the Company or the Joint Bookrunners or any of their respective
affiliates to account to the Placees for any interest earned on such funds.
The Placees acknowledge and agree that the Company and the Banks may, at their
sole discretion, exercise their contractual rights to waive some of the
conditions in the Sponsor and Placing Agreement or to extend the time and/or
date for fulfilment of any of the conditions in the Sponsor and Placing
Agreement. Any such extension or waiver will not affect Placees' commitments. 
 
Placees will only be called on to acquire Placed Shares if the obligations of
the Banks under the Sponsor and Placing Agreement have become unconditional in
all respects and the Banks have not terminated the Sponsor and Placing
Agreement prior to Admission. 
 
The Banks' obligations under the Sponsor and Placing Agreement in respect of
the Firm Placing and the Placing and Open Offer are conditional upon, inter
alia: 
 
a)       Admission occurring not later than 8.a.m. on 15 December 2016 (or
such later time and/or date as the Company and the Banks may agree, being not
later than 8 a.m. on 29 December 2016); 
 
b)       the passing without amendment of the Resolutions at the General
Meeting (and not, except with the prior written agreement of the Banks, at any
adjournment of such meeting) on 29 December 2016 (or such later date as the
Banks may agree) and the Resolutions remaining in force; 
 
c)       the Company having complied with its obligations under the Sponsor
and Placing Agreement and under the terms and conditions of the Placing and
Open Offer which fall to be performed on or prior to Admission; 
 
d)       the Sponsor and Placing Agreement becoming unconditional in all
respects, save for Admission, and not having been terminated in accordance
with its terms; 
 
e)       the Signing Protocol being entered into and not having been
terminated in accordance with its terms and no circumstances having arisen
such that, in the opinion of the Banks, the Acquisition Agreement would be
incapable of completing in accordance with its term; and 
 
f)       the New Debt Facilities Agreement being entered into, becoming
unconditional in all respects (other than in relation to conditions relating
solely to Admission or completion of the Acquisition Agreement) and not having
been terminated in accordance with its terms, 
 
(all conditions included in the Sponsor and Placing Agreement being together
the "Conditions"). It is to be noted that the Equity Placings are not
conditional on completion of the Acquisition. 
 
If any Condition has not been satisfied, has not been waived by the Banks or
has become incapable of being satisfied (and is not waived by the Banks as
described below) or if the Sponsor and Placing Agreement is terminated, all
obligations under these terms and conditions will automatically terminate. By
participating in the Equity Placings, each Placee agrees that its rights and
obligations hereunder are conditional upon the Sponsor and Placing Agreement
becoming unconditional in all respects and that its rights and obligations
will terminate only in the circumstances described above and will not be
capable of rescission or termination by it. 
 
The Banks may in their absolute discretion in writing waive fulfilment of
certain of the Conditions or extend the time provided for fulfilment of such
Conditions. Any such extension or waiver will not affect Placees' commitments
as set out in these terms and conditions. None of the Banks, nor the Company,
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 made by the
Banks as to whether or not to waive or to extend the time and/or date for the
fulfilment of any Condition. 
 
By participating in the Equity Placings each Placee agrees that the exercise
by the Company or any of the Banks of any right or other discretion under the
Sponsor and Placing Agreement shall be within the absolute discretion of the
Company and each of the Banks (as the case may be) and that neither the
Company nor any of the Banks need make any reference to such Placee and that
neither the Company nor any of the Banks shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise. 
 
Withdrawal Rights 
 
Placees acknowledge that their acceptance of any of the Placed Shares is not
by way of acceptance of the public offer made in the Prospectus and (if
applicable) the Application Form but is by way of a collateral contract and as
such section 87Q of the FSMA does not entitle Placees to withdraw in the event
that the Company publishes a supplementary prospectus in connection with the
Open Offer or Admission. If, however, a Placee is entitled to withdraw, by
accepting the offer of Placed Shares, the Placee agrees to confirm its
acceptance of the offer on the same terms immediately after such right of
withdrawal arises. 
 
Placing Procedure 
 
Any allocation of the Offer Shares (subject to clawback) to be issued pursuant
to the Equity Placings will be notified to the Conditional Placees on or
around 24 November 2016 (or such other time and/or date as the Company and the
Banks may agree). 
 
Conditional Placees will be called upon to subscribe for, and shall subscribe
for, the Open Offer Shares only to the extent that valid applications by
Qualifying Shareholders under the Open Offer (including, at the Company's
discretion, under the Excess Application Facility) are not received by 11 a.m.
on 12 December 2016 (or by such later time and/or date as the Company may
agree with the Banks) or if applications have otherwise not been deemed to be
valid in accordance with the Prospectus and (if applicable) the Application
Form. 
 
Registration and Settlement 
 
Settlement of transactions in the Placed Shares following Admission will take
place within the CREST system, subject to certain exceptions. The Joint
Bookrunners and the Company reserve the right to require settlement for, and
delivery of, the Placed Shares to Placees by such other means that they deem
necessary if delivery or settlement is not possible within the CREST system
within the timetable set out in the Placing Proof and/or the Prospectus or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree 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 which they
have in place with the relevant Joint Bookrunner. 
 
It is expected that settlement of the Firm Placing and the Placing will occur
on 15 December 2016, on which date each Placee must settle the full amount
owed by it in respect of the Placed Shares allocated to it. The Joint
Bookrunners may (after consultation with the Company) specify a later
settlement date (or dates) at their absolute discretion. The Joint Bookrunners
will notify Placees if any of the dates in these terms and conditions should
change, including as a result of delay in the posting of the Prospectus, the
Application Forms or the crediting of the Open Offer Entitlements or the
Excess Open Offer Entitlements in CREST or the production of a supplementary
prospectus or otherwise. Payment must be made in cleared funds. The payment
instructions for settlement in CREST and settlement outside of CREST will be
set out in the contract note issued to the Placee by the relevant Joint
Bookrunner. Interest is chargeable daily on payments not received from Placees
on the due date at the rate per annum of 2 percentage points above the
Barclays Bank plc base rate. Time shall be of the essence as regards the
obligations of Placees to settle payment for the Placed Shares and to comply
with their other obligations under this Announcement. 
 
Acceptance 
 
By participating in the Equity Placings, a Placee (and any person acting on
such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with the Joint
Bookrunners and the Company, the following: 
 
(i)           in consideration of its allocation of Placed Shares, to
subscribe at the Issue Price for (a) the Firm Placed Shares comprised in its
allocation and (b) any Open Offer Shares comprised in its allocation for which
it is required to subscribe (subject to clawback in respect of valid
applications from Qualifying Shareholders in the Open Offer) pursuant to these
terms and conditions, and it has obtained all necessary consents and
authorities to enable it to give its commitment to so subscribe and purchase,
and that it will sign, execute and deliver any documents and do all acts,
matters and things as may be necessary for or incidental to such subscription
and purchase; 
 
(ii)          it has read and understood this announcement (including these
terms and conditions) and the Placing Proof in their entirety and that it has
neither received nor relied on any information given or any investigations,
representations, warranties or statements made at any time by any person in
connection with Admission, the Equity Placings, the Company, the Placed
Shares, or otherwise, other than the information contained in this
announcement (including these terms and conditions) and the Placing Proof that
in accepting the offer of Placed Shares it will be relying solely on the
information contained in this announcement (including these terms and
conditions) and the Placing Proof, receipt of which is hereby acknowledged,
and undertakes not to redistribute or duplicate such documents; 
 
(iii)          it has received the Placing Proof and all such information as
it deems necessary to make an investment decision in relation to the Placed
Shares and it has made its own assessment of the Placed Shares and have relied
on its own investigation of the business, financial or other position of the
Company in agreeing to participate in the Equity Placing; 
 
(iv)         its oral commitment will be made solely on the basis of the
information set out in this announcement, the Placing Proof and the
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or before the date of this announcement, such
information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placed Shares and
that it has neither received nor relied on any other information given, or
representations or warranties or statements made, by the Joint Bookrunners or
the Company nor any of their respective affiliates nor any other person and
none of such persons will be liable for any Placee's decision to participate
in the Firm Placing and/or the Placing based on any other information,
representation, warranty or statement; 
 
(v)          its agreement to subscribe for Placed Shares is not by way of
acceptance of a public offer made or to be made in the Prospectus but is by
way of a collateral contract and, accordingly, section 87Q of the FSMA does
not entitle it to withdraw its acceptance in the event that the Company
publishes a supplementary prospectus in connection with the Equity Raising
and/or Admission. Without prejudice to such acknowledgement, if it is so
entitled to withdraw, it irrevocably agrees (if applicable) not to exercise
any such rights and to confirm its acceptance of the offer to participate in
the Equity Placings on the same terms immediately after any such right to
withdraw arises; 
 
(vi)         it understands and accepts that by offering such Placed Shares,
neither Joint Bookrunner is making any recommendations to or advising such
Placee regarding the suitability or merits of any transaction that such Placee
may enter into in connection with the Equity Placings or otherwise and that
such Placee is not, and does not regard itself as, a client of any of the
Banks or Keefe, Bruyette & Woods in connection with the Equity Placings, and
that the Banks and Keefe, Bruyette & Woods are acting solely for the Company
in relation to the Equity Placings, the Acquisition and Admission as set out
in the Placing Proof and will not be responsible to such Placee for providing
the protections afforded to their clients or for advising such Placee on the
transactions and arrangements proposed in this announcement and/or the Placing
Proof, nor do the contents or receipt of this announcement constitute the
giving of investment advice by either Joint Bookrunner or Keefe, Bruyette &
Woods to such Placee; 
 
(vii)         the content of the this announcement, these terms and conditions
and the Placing Proof are exclusively the responsibility of the Company and
neither Joint Bookrunner nor Keefe, Bruyette & Woods nor any of their
respective affiliates nor any person acting on its or their behalf will be
responsible for or shall have liability for any information, representation or
statement contained therein and neither Joint Bookrunner nor Keefe, Bruyette &
Woods nor any of their respective affiliates nor any person acting on its or
their behalf will be responsible or liable for a Placee's decision to accept
its Placed Shares; 
 
(viii)        neither Panmure Gordon Group nor Shore Capital Group (each as
defined below) nor any of their respective officers, directors and employees
shall, save in the event of fraud on their part (and to the extent permitted
by the rules of the FCA) be liable to Placees for any matter arising out of
the role of either Joint Bookrunner as agent, broker or otherwise in
connection with the Equity Placings and that where any such liability
nevertheless arises as a matter of law the Placee will immediately waive any
claim against the Panmure Gordon Group and the Shore Capital Group and any of
their respective officers, directors and employees which it may have in
respect thereof.  In these terms and conditions, the expression "Panmure
Gordon Group" means Panmure Gordon and its ultimate holding company(ies) and
all direct and indirect subsidiary undertakings of such holding company(ies)
and Shore Capital Group means Shore Capital Stockbrokers and its ultimate
holding company(ies) and all direct and indirect subsidiary undertakings of
such holding company(ies); 
 
(ix)         if the offer of Placed Shares is made to it in the United Kingdom
it is a Qualified Investor who (i) who has professional experience in matters
relating to investments falling within Article 19(5) of the Order (namely
authorised firms under the FSMA; persons who are exempt in relation to
promotions of shares in companies; persons whose ordinary activities involve
them investing in companies; governments; local authorities or international
organisations; or a director, officer or employee acting for such entities in
relation to investment) and/or (ii) is a high value entity falling within
article 49(2)(a) to (d) of the Order (namely, bodies corporate with share
capital or net assets of not less than £5 million (except where the body
corporate has more than 20 members in which case the share capital or net
assets should not be less than £500,000)); unincorporated associations or
partnerships with net assets of not less than £5 million; trustees of high
value trusts; or a director, officer or employee acting for such entities in
relation to the investment; 
 
(x)          it is a person whose ordinary activities involve it (as principal
or agent) acquiring, holding, managing or disposing of investments for the
purpose of its business and it undertake that it will (as principal or agent)
acquire, hold, manage or dispose of any Placed Shares that are allocated to it
for the purposes of its business; 
 
(xi)         if it is in a member state of the European Economic Area (other
than the United Kingdom), it is a Qualified Investor; 
 
(xii)         it has complied with its obligations under the Criminal Justice
Act 1993, the EU Market Abuse Regulation (2014/596/EU) ("MAR"), the Bribery
Act 2010 and in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended) and the Terrorism Act 2006 (as
amended) and with the Money Laundering Regulations 2007 and the Money
Laundering Sourcebook of the Financial Conduct Authority and any other
applicable legislation concerning prevention of money laundering (together,
the "Regulations") and, it will on request from either Joint Bookrunner
provide any such information and provide such assistance to the relevant Joint
Bookrunner in order to verify its identity which the relevant Joint Bookrunner
 or the Company may require in compliance with the Regulations. If it is
making payment on behalf of a third party, it has obtained and recorded
satisfactory evidence to verify the identity of the third party as required by
the Regulations. Each Placee's attention is further drawn to the section
entitled "Money Laundering" contained in Part III of the Placing Proof; 
 
(xiii)        its participation in the Firm Placing and/or Placing and Open
Offer will not require it to make a mandatory offer under Rule 9 of the City
Code on Takeovers and Mergers; 
 
(xiv)        it is not subscribing for Placed Shares pursuant to an agreement
or understanding (whether formal or informal) with another person or persons
or to obtain or consolidate control of the Company; 
 
(xv)        it is not a related party of the Company for the purposes of the
Listing Rules of the UK Listing Authority as at the date hereof; 
 
(xvi)        to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Prospectus and it acknowledges and
agrees to comply with, and to only make offers and sales of the Placed Shares
in compliance with, the selling restrictions set out in Part III of the
Placing Proof; 
 
(xvii)       it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which it is
unlawful to make or accept an offer to subscribe for Placed Shares; 
 
(xviii)      if it is a person (including, without limitation, nominees and
trustees of such a person) with a registered address outside the United
Kingdom or a citizen or resident of a country other than the United Kingdom,
it has fully observed and will fully observe the applicable laws of any
relevant territory, including obtaining any requisite governmental or other
consents and it has fully observed and will fully observe any other requisite
formalities and pay any issue, transfer or other taxes due in such
territories; 
 
(xix)        the Placed Shares are being offered in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act, and that the Placed Shares have not been and will not be
registered under the Securities Act, the US Investment Company Act of 1940, as
amended or the securities laws of any state or other jurisdiction of the
United States. It further acknowledges that, subject to certain exceptions,
the Placed Shares may not be offered, sold, pledged, resold, transferred,
delivered or distributed within the United States; 
 
(xx)        it is not a US Person (as defined in Regulation S) and it is
located outside the United States and eligible to participate in an "offshore
transaction" as and pursuant to Regulation S; and it acknowledges that the
Placed Shares were not offered to it by means of any "directed selling
efforts" within the meaning of Regulation S; 
 
(xxi)        neither it nor its affiliates nor any person acting of its or
their behalf has engaged, nor will engage, in any "direct selling efforts"
with respect to any Placed Shares, and that it will not make any offer to the
public of the Placed Shares prior to Admission; 
 
(xxii)       it is not acting on a non-discretionary basis for the account or
benefit of a US Person (as defined in Regulation S) or any person located
within the United States at the time the undertaking to subscribe for Placed
Shares 
 
(xxiii)      it understands that the Placed Shares have not been registered
under the applicable laws of Australia, Canada, Japan, New Zealand or any
other Excluded Territory. It is not a resident of any Excluded Territory or a
corporation, partnership or other entity organised under the laws of any
Excluded Territory. It has not offered, sold or delivered, and will not offer,
sell or deliver, in whole or in part, directly or indirectly any of the Placed
Shares in any Excluded Territory or to or for the benefit of any person
resident in any Excluded Territory; 
 
(xxiv)      it has not and will not distribute or publish this announcement,
the Placing Proof or any other advertisement or other offering material in
relation to the Placed Shares directly or indirectly in, into or within any of
the Excluded Territories or the United States (except as permitted in the
Placing Proof); 
 
(xxv)       it has observed the laws of all relevant jurisdictions, obtained
any requisite governmental exchange controls or other consents, complied with
all relevant formalities and has paid or will pay any issue, transfer or other
taxes due in connection with its allocation of Placed Shares in any territory
and that it has not taken any action which will or may result in the Joint
Bookrunners or the Company being in breach of the legal or regulatory
requirements of any jurisdiction; 
 
(xxvi)      if it elects to receive its Placed Shares in uncertificated form,
the CREST member account will be agreed with and confirmed to it orally by one
of the Joint Bookrunners and a contract note will be dispatched as soon as
possible thereafter including that information; 
 
(xxvii)     the right is reserved in the Banks' absolute discretion to agree
to extend the time for the satisfaction of all or any of the Conditions and
otherwise adjust the timetable for implementation of the Equity Placings. All
times and dates referred to in this announcement are therefore subject to
adjustment in accordance with this reservation; 
 
(xxviii)    it has only communicated or caused to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placed Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person; 
 
(xxix)      it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Placed Shares,
in, from or otherwise involving the United Kingdom; 
 
(xxx)       in the event that it has received any confidential inside
information about the Company in advance of the Equity Placings, it confirms
to the Joint Bookrunners that it has not (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the securities
of the Company; or (iii) disclosed such information to any person, prior to
the information being made generally available; 
 
(xxxi)      it is not liable, and it is not applying as nominee(s) or agent(s)
for a person or persons who is/are or may be liable, to pay stamp duty reserve
tax under sections 93 or 96 of the Finance Act 1986 or stamp duty under
sections 67 or 70 of the Finance Act 1986, in each case at the increased rates
referred to in those sections. For the avoidance of doubt, if this
confirmation is incorrect, the placee acknowledges that stamp duty or stamp
duty reserve tax may be payable for which neither the Joint Bookrunners nor
the Company will be responsible and if, as a result, any of those persons is
obliged by law to pay any such stamp duty or stamp duty reserve tax (or any
penalties or interest in relation thereto), they shall be entitled to receive
it, on an after tax basis, from it for which purposes it hereby indemnifies on
demand the Joint Bookrunners and the Company in respect of any such
liability; 
 
(xxxii)     it agrees that it has no right against any person under the
Sponsor and Placing Agreement pursuant to The Contracts (Rights of Third
Parties) Act 1999; 
 
(xxxiii)    in accepting its allocation of Placed Shares, it irrevocably
appoints any director or employee of either Joint Bookrunner as its agent for
the purpose of executing and delivering to the Company and/or the Company's
registrar any document on its behalf necessary to enable it to be registered
as the holder of Placed Shares for which it has subscribed or to complete the
sale of such Placed Shares on its behalf in the circumstances referred to
earlier; 
 
(xxxiv)    that neither Joint Bookrunner owes it fiduciary duties in respect
of any claim it may have relating to the Equity Placings; and 
 
(xxxv)     to indemnify and hold harmless the Company, each Joint Bookrunner
and their respective affiliates 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 these terms and conditions
and further agree that the provisions of these terms and conditions shall
survive after completion of the Equity Placings. 
 
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placed Shares or the agreement
by them to acquire any Placed Shares. 
 
Set-off and Miscellaneous 
 
If a Placee is entitled to participate in the Open Offer by virtue of being a
Qualifying Shareholder it will be able to apply to subscribe for Open Offer
Shares under the terms and conditions of the Open Offer (including the Excess
Application Facility). Any participation by a Placee as a Qualifying
Shareholder in the Open Offer (including the Excess Application Facility) will
not reduce such Placee's commitment in respect of the Firm Placing or the
Placing. 
 
The Company reserves the right to treat as invalid any application or
purported application for Placed Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United States or
an Excluded Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents believe that
the same may violate applicable legal or regulatory requirements or if it
provides an address for delivery of the share certificates of Placed Shares in
an Excluded Territory or the United States, or any other jurisdiction outside
the United Kingdom in which it would be unlawful to deliver such share
certificates. 
 
When a Placee or person acting on behalf of the Placee is dealing with any of
the Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners 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 FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and will be used
by each of the Joint Bookrunners in the course of its own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner. 
 
Times 
 
Unless the context otherwise requires, all references to time are to London
time. All times and dates in these terms and conditions may be subject to
amendment. The Joint Bookrunners will notify Placees and any persons acting on
behalf of the Placees of any changes. 
 
Appendix II:    Definitions 
 
 The following definitions apply throughout this announcement unless the context requires otherwise:  
                                                                                                                                                                                                                                                                                                                                                                      
 "2016 Unaudited Interim Financial Statements"                                                        the 30 June 2016 unaudited half year financial statements of Chesnara;                                                                                                                                                                                          
 "Acquisition"                                                                                        the proposed acquisition of Legal & General Nederland by way of acquisition of the Legal & General Nederland Shares pursuant to the Acquisition Agreement;                                                                                                      
 "Acquisition Agreement"                                                                              the agreement in the agreed form between the Buyer and the Seller pursuant to which the Buyer has conditionally agreed to acquire the Legal & General Nederland Shares, a summary of which is contained in Part II (Principal Terms of the Acquisition) of the  
                                                                                                      Prospectus;                                                                                                                                                                                                                                                     
 "Admission"                                                                                          the proposed admission of the New Ordinary Shares by the UKLA to listing on the premium segment of the Official List and by the London Stock Exchange to trading on the main market of the London Stock Exchange;                                               
 "Application Form"                                                                                   the personalised application form being sent to Qualifying Non-CREST Shareholders for use in connection with the Open Offer;                                                                           

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