REG - Hunting PLC - TRADING UPDATE AND PROPOSED EQUITY PLACING <Origin Href="QuoteRef">HTG.L</Origin> - Part 2

HuntingAnnouncement

27/10/2016 07:05

- Part 2: For the preceding part double click  ID:nRSa5641Na 

   that no action has been or will be taken by either Hunting or
either of the Joint Bookrunners or any person acting on behalf of Hunting or
either of the Joint Bookrunners 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; 
 
22.        it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person; and (ii) it is and will remain liable to
Hunting and/or the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person). Each Placee agrees that the provisions of
this paragraph 22 shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting; 
 
23.        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
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
(including this Appendix)) and will honour such obligations; 
 
24.        it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this announcement (including
this Appendix) on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other persons or sold as the Joint
Bookrunners may in their discretion determine and it will remain liable for
any amount by which the net proceeds of such sale falls short of the product
of the Placing Price and the number of Placing Shares allocated to it and may
be required to bear any stamp duty for stamp duty reserve tax (together with
any interest or penalties due pursuant to the terms set out or referred to in
this announcement) which may arise upon the sale of such Placee's Placing
Shares on its behalf; 
 
25.        its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to acquire,
and that the Joint Bookrunners may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; 
 
26.        neither of the Joint Bookrunners, nor any of their respective
affiliates, agents, directors, officers or employees, nor any person acting on
behalf of any of them, is making any recommendations to it or 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 a client of either of the Joint Bookrunners and that
the Joint Bookrunners have 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 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; 
 
27.        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 of the Joint Bookrunners nor Hunting will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
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 on an after-tax basis and hold harmless Hunting,
each of the Joint Bookrunners and their respective affiliates, agents,
directors, officers and employees in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of Barclays who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions; 
 
28.        it indemnifies and holds Hunting, the Joint Bookrunners and 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 in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing; 
 
29.        in connection with the Placing, a Joint Bookrunner and any of its
affiliates acting as an investor for its own account may take up Placing
Shares in Hunting and in that capacity may take up, retain, purchase or sell
for its own account such ordinary shares in Hunting and any securities of
Hunting or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Neither of the
Joint Bookrunners intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so; 
 
30.        its commitment to take up Placing Shares on the terms set out in
this announcement (including this Appendix) will continue notwithstanding any
amendment that may or in the 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 Hunting's or the Joint Bookrunners'
conduct of the Placing; 
 
31.        none of Hunting or either of the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement; 
 
32.        its commitment to acquire Placing Shares on the terms set out
herein and in the 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 Hunting conduct of the Placing; 
 
33.        these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England 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 Joint Bookrunners 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; and 
 
34.        Hunting, the Joint Bookrunners and their respective affiliates,
agents, directors, officers and employees and others will rely upon the truth
and accuracy of the foregoing acknowledgements, representations, warranties
and agreements and agrees that if any of the acknowledgements,
representations, warranties and agreements made in connection with its
acquiring of Placing Shares is no longer accurate, it shall promptly notify
Hunting and the Joint Bookrunners. 
 
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 relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from Hunting of the Placing
Shares in question. Such agreement assumes, and is based on the warranty from
each Placee, that the Placing Shares are not being taken up in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, for which
neither Hunting nor either of the Joint Bookrunners will be responsible and
each Placee shall indemnify on an after-tax basis and hold harmless Hunting,
each of the Joint Bookrunners and their respective affiliates, agents,
directors, officers and employees for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings. 
 
Neither Hunting nor either of the Joint Bookrunners are liable to bear 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 in or outside the United Kingdom
by any Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless Hunting, each
Joint Bookrunner and their respective affiliates, agents, directors, officers
and employees from any and all interest, fines or penalties in relation to any
such duties or taxes to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its agent. 
 
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Joint Bookrunners accordingly. 
 
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Joint Bookrunners or any of their respective 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 the
Joint Bookrunners any money held in an account with either 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 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 relevant Joint
Bookrunners' money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of the Joint Bookrunners. 
 
All times and dates in this announcement (including this Appendix) may be
subject to amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes. 
 
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