REG - Hornby PLC - Placing and Open Offer <Origin Href="QuoteRef">HRN.L</Origin> - Part 3

HornbyAnnouncement

17/11/2017 12:40

- Part 3: For the preceding part double click  ID:nRSQ8579Wb 

(or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to the Placees
and Liberum Capital shall have no liability to the Placees for the failure of
the Company to fulfil those obligations. In particular, neither Liberum
Capital nor any of its affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of Liberum
Capital's conduct of the Accelerated Book Build or of such alternative method
of effecting the Placing (in whole or in part) as Liberum Capital and the
Company may agree. 
 
Conditions of the Placing 
 
Completion of the Placing is conditional on, inter alia: 
 
(a)       the issue of the Circular by the Company by 5.00 p.m. on 17 December
2017 
 
(b)       the passing of the Resolutions (without material amendment) by
shareholders in a general meeting of the Company; 
 
(c)       the Company having complied with its obligations under the Placing
and Open Offer Agreement to the extent that such obligations fall to be
performed prior to Admission; 
 
(d)       none of the warranties or undertakings in the Placing and Open Offer
Agreement being untrue, inaccurate or misleading; 
 
(e)       the Acquisition Agreement (i) having become unconditional in  all
respects save for the condition relating to the Placing and Open Offer
Agreement, and (ii) not having been terminated in accordance with its terms or
varied or amended without the consent of Liberum Capital; and 
 
(f)        Admission becoming effective by no later than 8.00 a.m. on 7
December 2017 (or such later date as the Company and Liberum Capital may agree
(being not later than 8.00 a.m. on 15 December 2017). 
 
If: (i) any of the conditions contained in the Placing and Open Offer
Agreement in relation to the Placing Shares are not fulfilled or waived by
Liberum Capital by the respective time or date where specified (or such later
time or date as the Company and Liberum Capital may agree, but not being later
than 8.00 am on 15 December 2017); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is
terminated in its entirety in the circumstances specified below, the Placing
will lapse and the Placee's rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee against Liberum Capital in
respect thereof. 
 
Liberum Capital may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing and Open Offer Agreement save that the above condition relating to
Admission taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement. 
 
Neither Liberum Capital 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 they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing, each Placee agrees that any such decision is within the absolute
discretion of Liberum Capital. 
 
Right to terminate under the Placing and Open Offer Agreement 
 
Liberum Capital is entitled, at any time before Admission, to terminate its
obligations under the Placing and Open Offer Agreement by giving notice to the
Company in certain circumstances, including, inter alia: 
 
(a)       a breach of the warranties given by the Company in the Placing and
Open Offer Agreement; or 
 
(b)       a material breach by the Company of any of its obligations under the
Placing and Open Offer Agreement; or 
 
(c)       in Liberum Capital's opinion, there having been a material adverse
change in the financial position and/or prospects of the Group; or 
 
(d)       the occurrence of a force majeure event which, in the opinion of
Liberum Capital, will or is likely to be prejudicial to the Group or the
Placing. 
 
Following Admission, the Placing and Open Offer Agreement is not capable of
termination to the extent that it relates to the Placing of the Placing
Shares. The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and will not be subject
to termination by the Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that the
exercise by Liberum Capital of any right of termination or other discretion
under the Placing and Open Offer Agreement shall be within the absolute
discretion of Liberum Capital, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise. 
 
No Prospectus 
 
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require a
prospectus in the United Kingdom or in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA in relation to the Placing, and any Placees' commitments
will be made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information (as
defined further below). 
 
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms that it has neither received nor relied on any other information
(other than the Exchange Information), representation, warranty, or statement
made by or on behalf of the Company or Liberum Capital or any other person and
neither Liberum Capital nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by any
of Liberum Capital, the Company, or their respective officers, directors,
employees or agents. 
 
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor Liberum
Capital is making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. No Placee should consider
any information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation. 
 
Registration and Settlement 
 
Settlement of transactions in the Placing Shares (ISIN: GB00B01CZ652)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited (CREST) provided that, subject to certain
exceptions, Liberum Capital reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that they deem 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. 
 
Following the close of the Accelerated Book Build, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or contract
note in accordance with the standing arrangements in place with Liberum
Capital, stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Liberum Capital (in GBP)
and settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions that it has
in place with Liberum Capital. 
 
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above LIBOR as determined by Liberum Capital. 
 
Each Placee is deemed to agree that, if it does not comply with these
obligations, Liberum Capital may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Liberum Capital'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 Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on Liberum Capital all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions which Liberum
Capital lawfully takes in pursuance of such sale. 
 
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation. 
 
The relevant settlement details are as follows: 
 
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing. 
 
Representations, Warranties and Further Terms 
 
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Liberum Capital: 
 
1.         it represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement; 
 
2.         it acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and represents and
warrants that it has not received and will not receive a prospectus, admission
document or other offering document in connection therewith; 
 
3.         it acknowledges that the Existing Ordinary Shares are admitted to
trading on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules and EU
Regulation 596/2014 (collectively "Exchange Information"); 
 
4.         it acknowledges that none of Liberum Capital, the Company, any of
their respective affiliates or any person acting on behalf of any of them has
provided, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested any
of Liberum Capital, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information; 
 
5.         it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of Liberum
Capital, their respective affiliates or any person acting on behalf of any of
them has or shall have any liability for any information, representation or
statement contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of Liberum
Capital or the Company, or, if received, it has not relied upon any such
information, representations, warranties or statements (including any
management presentation that may have been received by any prospective Placee)
and neither Liberum Capital nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing and it will not rely on any investigation that
Liberum Capital, its affiliates or any person acting on behalf of any of them
has or may have conducted; 
 
6.         it represents and warrants that it has neither received nor relied
on any unpublished price sensitive information concerning the Company in
accepting this invitation to participate in the Placing; 
 
7.         it acknowledges that none of Liberum Capital, its affiliates or any
person acting on behalf of any of them has or shall have any liability for the
Exchange Information, any publicly available or filed information or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person; 
 
8.         it represents and warrants that it is acquiring the Placing Shares
in an "offshore transaction" as defined in and pursuant Regulation S under the
Securities Act; 
 
9.         it acknowledges that it is acquiring the Placing Shares for its own
account or for one or more accounts for which, in each case, it exercises sole
investment discretion, for investment purposes and not with a view to any
distribution or for resale in connection with, the distribution thereof in
whole or in part, in the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account; 
 
10.       it acknowledges that the Placing Shares have not been and will not
be registered under the Securities Act or with any state or other jurisdiction
of the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other United States regulatory authority, and agrees not to reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act; 
 
11.       unless otherwise specifically agreed in writing with Liberum
Capital, it represents and warrants that neither it nor the beneficial owner
of such Placing Shares will be a resident of the United States, Australia,
Canada, Japan or the Republic of South Africa; 
 
12.       it acknowledges that the Placing Shares have not been and will not
be registered under the securities legislation of the United States,
Australia, Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within those jurisdictions; 
 
13.       it represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system; 
 
14.       it represents and warrants that: (i) it has complied with its
obligations in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and (ii) it is not a
person: (a) with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, 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 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 and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Liberum Capital
such evidence, if any, as to the identity or location or legal status of any
person which Liberum Capital may request from it in connection with the
Placing (for the purpose of complying with such Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Liberum Capital on
the basis that any failure by it to do so may result in the number of Placing
Shares that are to be purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Liberum Capital may decide
at its sole discretion; 
 
15.       it represents and warrants that, to the extent it has received any
inside information (for the purposes of the Market Abuse Regulation (EU
Regulation No. 596/2014 ("MAR")) and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it has not: (a) dealt (or
attempted to deal) in the securities of the Company; (b) encouraged,
recommended or induced another person to deal in the securities of the
Company; or (c) unlawfully disclosed inside information to any person, prior
to the information being made publicly available; 
 
16.       it acknowledges that it has consented to receive information in
respect of securities of the Company and other price-affected securities (as
defined in FSMA) which makes it an "insider" for the purposes of Part V of
FSMA and MAR, and it agrees not to deal in any securities of the Company until
such time as the inside information (as defined in FSMA) of which it has been
made aware has been made public for purposes of FSMA or it has been notified
by Liberum Capital or the Company that the proposed Placing will not proceed
and any unpublished price sensitive information of which it is aware has been
publicly announced, and, other than in respect of its knowledge of the
proposed Placing, it has neither received nor relied on any confidential price
sensitive information concerning the Company or the Placing Shares; 
 
17.       if a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, it represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the European Economic Area which has
implemented the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Liberum Capital has been given to
the offer or resale; 
 
18.       it represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six (6) months from Admission, will not
offer or sell any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000 (FSMA); 
 
19.       it represents and warrants that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the European Economic Area
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning of the
Prospectus Directive; 
 
20.       it represents and warrants that it has only communicated or caused
to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances
which do not require the approval of the communication by an authorised person
under section 21(1) of the FSMA; 
 
21.       it represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom; 
 
22.       if in a Member State of the European Economic Area, unless otherwise
specifically agreed with Liberum Capital in writing, it represents and
warrants that it is a Qualified Investor within the meaning of the Prospectus
Directive; 
 
23.       if in the United Kingdom, it represents and warrants that it is a
person: (i) who is an investment professionals within the meaning of Article
19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to
whom this Announcement may otherwise be lawfully communicated; 
 
24.       it represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations; 
 
25.       where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on 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 you by Liberum Capital; 
 
26.       it 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
Liberum Capital may in its sole discretion determine and without liability to
such Placee and it will remain liable 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; 
 
27.       it acknowledges that none of Liberum Capital, its affiliates, or any
person acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into 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
Liberum Capital and that Liberum Capital has no duties or responsibilities to
it for providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing and Open Offer Agreement nor for the exercise or performance of any of
its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right; 
 
28.       it undertakes that the person whom it specifies for registration as
the holder of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Liberum Capital 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, Liberum Capital in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock account of Liberum
Capital who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions; 
 
29.       it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, 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 Liberum Capital 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; 
 
30.       it acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix to the Announcement; 
 
31.       it agrees it will be bound by the terms of the Company's Articles of
Association; 
 
32.       it agrees that the Company, Liberum Capital, 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 Liberum Capital on their 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; 
 
33.       it agrees to indemnify on an after-tax basis and hold the Company,
Liberum Capital 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; 
 
34.       it acknowledges that no action has been or will be taken by any of
the Company, Liberum Capital or any person acting on behalf of the Company or
Liberum Capital 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; 
 
35.       it 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 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; and 
 
36.       it 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. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Liberum Capital for itself and on behalf of the
Company and are irrevocable. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes 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 Liberum Capital 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 Liberum Capital in the
event that any of the Company and/or Liberum Capital 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 Liberum Capital
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
Liberum Capital does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing and Open Offer Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Liberum Capital 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 Liberum
Capital, any money held in an account with Liberum Capital 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 Liberum Capital's money in accordance with
the client money rules and will be used by Liberum Capital in the course of
their own business and the Placee will rank only as a general creditor of
Liberum Capital. 
 
All times and dates in this Announcement may be subject to amendment. Liberum
Capital shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company. 
 
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. 
 
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
-end- 
 
This information is provided by RNS
The company news service from the London Stock Exchange