REG - Essentra plc - Proposed Placing <Origin Href="QuoteRef">ESNT.L</Origin> - Part 2

EssentraAnnouncement

12/11/2014 08:02

- Part 2: For the preceding part double click  ID:nRSL7761Wa 

be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the manager in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of the Manager or
transferred to a CREST stock account of the Manager who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it; 
 
24.       the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability; 
 
25.       it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
26.       it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom prior to the expiry of a period of six
months from Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85 (1) of FSMA; 
 
27.       if it is within the EEA, it is a qualified investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e) of the
Prospectus Directive; 
 
28.       it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person; 
 
29.       it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of FSMA in respect of anything done
in, from or otherwise involving the United Kingdom); 
 
30.       represents and warrants that, if it is a financial intermediary, as
that term is used in Article 3(2) of the Prospectus Directive (including any
relevant implementing measure in any member state), the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA which has implemented the
Prospectus Directive other than qualified investors, or in circumstances in
which the express prior written consent of the Manager has been given to the
offer or resale; 
 
31.       if it has received any confidential price sensitive information
about the Company in advance of the Placing, 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 publicly available; 
 
32.       neither the Manager, the Company nor any of their affiliates,
agents, directors, officers or employees nor any person acting on behalf of
the Manager or its affiliates, agents, directors, officers or employees is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance of any of
the Manager's rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right; 
 
33.       acknowledges and accepts that the Manager may, in accordance with
applicable legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, the Manager will not make any public
disclosure in relation to such transactions; 
 
34.       it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to the expiry of a period of six months
from Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Directive; 
 
35.       it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations (2003) (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations; 
 
36.       acknowledges that its commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Manager's conduct of the Placing; 
 
37.       it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares.  It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing.  It has
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved; 
 
38.       the Company, the Manager and others (including each of their
affiliates, agents, directors, officers and employees) will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each Manager on its own
behalf and on behalf of the Company and are irrevocable; 
 
39.       if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it has full power and authority to make, and
does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; 
 
40.       the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
41.       this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and all agreements
to acquire shares pursuant to the Bookbuilding Process and/or the Placing will
be governed by and construed in accordance with English law and it submits to
the exclusive jurisdiction of the English courts in relation thereto except
that proceedings may be taken by the Company or the Manager in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Manager and
each of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by the Manager, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Manager shall be responsible
for such stamp duty or stamp duty reserve tax.  If this is the case, each
Placee should seek its own advice and they should notify the Manager
accordingly.  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 United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such non-UK
stamp, registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and penalties
(if applicable), forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Manager in the event that either the Company
and/or the Manager have incurred any such liability to such taxes or duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to the Manager for itself and on behalf of the
Company and are irrevocable. 
 
The Manager is authorised under German Banking Law (competent authority: BaFin
- Federal Financial Supervisory Authority) and further authorised by the PRA
and subject to limited regulation by the FCA and the PRA in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Bookbuilding Process and the Placing, and the Manager will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other matters
referred to in this Announcement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
the Manager does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Manager may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so. 
 
When a Placee or any person acting on behalf of the Placee is dealing with the
Manager, any money held in an account with the Manager 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 relevant rules and regulations of the FCA made
under FSMA.  Each 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 Manager's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
All times and dates in this Announcement may be subject to amendment.  Placees
will be notified of any changes. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
This information is provided by RNS
The company news service from the London Stock Exchange