REG - IP Group PLC - Investment in OSI and proposed placing <Origin Href="QuoteRef">HBRN.I</Origin> <Origin Href="QuoteRef">IPO.L</Origin> - Part 2

IPAnnouncement

15/07/2015 17:33

- Part 2: For the preceding part double click  ID:nRSN1277Na 

account of Numis who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions; 
 
33 acknowledges that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions set out in this Appendix,
and all non-contractual or other obligations arising out of or in connection
with them, 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with 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
either 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; 
 
34 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; 
 
35 represents and warrants that it has neither received nor relied on any
inside information concerning the Company prior to or in connection with
accepting this invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information; 
 
36 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; 
 
37 if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations; and 
 
38 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
their own behalf and on behalf of the Company and are irrevocable and
irrevocably authorises the Company and Numis to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein. 
 
The foregoing representations, warranties and confirmations are given to Numis
for itself and on behalf of the Company and are irrevocable. 
 
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is 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 the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired 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 the
Company nor Numis will be responsible and the Placees shall indemnify the
Company and Numis on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify Numis
accordingly. 
 
The Company and Numis are not liable to bear any transfer taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of the United Kingdom.
Each Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify Numis accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of Numis and/or
the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar 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. 
 
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 acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor Numis 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 its 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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange