REG - Future PLC - Placing to raise £3.3 million <Origin Href="QuoteRef">FUTR.L</Origin> - Part 2

FutureAnnouncement

27/11/2015 07:11

- Part 2: For the preceding part double click  ID:nRSa1405Ha 

its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by Numis; 
 
24.       undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Numis
may in its sole discretion determine and without liability to such Placee and
it will remain liable and will indemnify Numis on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty or stamp
duty reserve tax or security transfer 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 Placing Shares on its
behalf; 
 
25.       acknowledges that none of Numis, any of its affiliates, or any
person acting on behalf of any of it, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as a client of
Numis and that Numis does not have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right; 
 
26.       undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Numis, nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and Numis  in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of Numis who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions; 
 
27.       acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange; 
 
28.       acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix; 
 
29.       agrees that the Company, Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to Numis on its
own behalf and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby; 
 
30.       agrees to indemnify on an after-tax basis and hold the Company,
Numis and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
31.       acknowledges that no action has been or will be taken by any of the
Company, Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is required; 
 
32.       acknowledges that it is an institution that 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 in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved; 
 
33.       acknowledges that its commitment to subscribe for Placing Shares on
the terms set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made to the terms
of the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing; 
 
34.       acknowledges that Numis, or any of its affiliates acting as an
investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing; 
 
35.       represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
36.       to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement including this Appendix. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis and the Company and are irrevocable and shall
not be capable of termination in any circumstances. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that any of the Company or Numis
has incurred any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify Numis
accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Numis does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis, or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Numis,
any money held in an account with Numis 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 Numis' money in accordance with the client money
rules and will be used by Numis in the course of its own business and the
Placee will rank only as a general creditor of Numis. 
 
All times and dates in this Announcement may be subject to amendment. Numis
shall notify the Placees and any person acting on behalf of the Placees of any
changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
DEFINITIONS 
 
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement: 
 
'Act' means the Companies Act 2006, as amended from time to time; 
 
'Admission' means the admission of all the Placing Shares to trading on the
standard listing segment of the Official List becoming effective in accordance
with the Listing Rules; 
 
'Announcement' means this announcement (including the appendix to this
announcement); 
 
'Business Day' means any day on which banks are generally open in England and
Wales for the transaction of business, other than a Saturday, Sunday or public
holiday; 
 
'Company' means Future plc; 
 
'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the Operator (as defined in
the CREST Regulations); 
 
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time; 
 
'Directors' or 'Board' means the directors of the Company as at the date of
this Announcement; 
 
'Existing Shares' means 334,445,384 Ordinary Shares in issue at the date of
this Announcement; 
 
'FCA' means the Financial Conduct Authority of the United Kingdom; 
 
'FSMA' means the Financial Services and Markets Act 2000 (as amended); 
 
'Listing Rules' means the listing rules made by the UKLA in accordance with
Section 73A(2) of part VI of FSMA relating to admission to the Official List
(as these rules may be amended from time to time); 
 
'London Stock Exchange' means London Stock Exchange plc; 
 
'Official List' means the official list maintained by the UKLA pursuant to
part VI of the FSMA; 
 
'Numis' means Numis Securities Limited, registered in England and Wales with
number 2285918, whose registered office is at The London Stock Exchange
Building, 10 Paternoster Square, London EC4M 7LT; 
 
'Ordinary Shares' means the ordinary shares of one penny each in the capital
of the Company; 
 
'Placee' means the persons who are to subscribe for Placing Shares pursuant to
the Placing; 
 
'Placing' means the placing of the Placing Shares by Numis, on behalf of the
Company, with Placees pursuant to the Placing Agreement; 
 
'Placing Agreement' means the placing agreement dated 27 November 2015 between
the Company and Numis in respect of the Placing; 
 
'Placing Price' means ten pence (10p) per Placing Share; 
 
'Placing Shares' means up to 33,440,000 new Ordinary Shares to be allotted on
Admission pursuant to the Placing; 
 
'Prospectus Directive' means the Directive of the European Parliament and of
the Council of the European Union 2003/71/EC; 
 
'Securities Act' means the US Securities Act of 1933, as amended; 
 
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and
Northern Ireland; 
 
'UKLA' means the United Kingdom Listing Authority, a division of the FCA
acting in its capacity as the competent authority for the purposes of part VI
of FSMA 
 
'United States' or 'US' means the United States of America, its territories
and possessions, any state of the United States and the District of Columbia. 
 
This information is provided by RNS
The company news service from the London Stock Exchange