REG - IP Group PLC - IP Group proposed firm placing and capital raise <Origin Href="QuoteRef">IPO.L</Origin> - Part 3

IPAnnouncement

23/05/2017 07:08

- Part 3: For the preceding part double click  ID:nRSW9307Fb 

Numis on behalf of a
Placee an agreement to purchase Firm Placed Shares under the Firm Placing
and/or Placing Shares under the Placing and/or who authorises Numis to notify
such Placee's name to the Registrars, that person represents and warrants that
he has authority to do so on behalf of the Placee; 
 
4.23        the Placee has complied with its obligations in connection with
money laundering and terrorist financing under the Criminal Justice Act 1993,
the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism
Crime and Security Act 2001 and the Money Laundering Regulations and
undertakes to provide satisfactory evidence of its identity within such
reasonable time (in each case to be determined in the absolute discretion of
Numis) to ensure compliance with the Money Laundering Regulations and that if
it is 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 Money Laundering Regulations; 
 
4.24        the Placee is not, and is not applying as nominee or agent for, a
person to whom the issue would give rise to a liability under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance
services) and that the Firm Placed Shares and/or the Placing Shares (as
applicable) are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Firm Placed Shares and/or Placing
Shares (as applicable) into a clearing system; 
 
4.25        if the Placee is resident in the EEA, it is a "qualified investor"
within the meaning of the law in the Relevant Member State implementing
Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive (Directive
2003/71/EC); 
 
4.26        the Placee has not offered or sold and will not offer or sell any
Firm Placed Shares and/or Placing Shares (as applicable) to persons in the UK
prior to Admission except to "qualified investors" as defined in Article
2(1)(e) of the Prospectus Directive; 
 
4.27        the Placee is (a) a person falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"FPO") or (b) a person falling within article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any Firm Placed
Shares and/or Placing Shares that are allocated to it for the purposes of its
business and/or (c) a person to whom the Prospectus may otherwise be lawfully
communicated; 
 
4.28        the Placee 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 FSMA)
relating to the Firm Placed Shares or the Placed Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person; 
 
4.29        the exercise by Numis of any rights or discretions under the
Placing Agreement shall be within its absolute discretion and Numis need not
have any reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it shall have no rights against Numis
or its directors or employees under the Placing Agreement; 
 
4.30        the Placee acknowledges that 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. The Placee further 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; 
 
4.31        the Placee accepts that the allocation of Placing Shares and/or
Firm Placed Shares shall be determined by Numis in its absolute discretion but
in consultation with the Company and that Numis may scale down any commitments
for this purpose on such basis as it may determine; and 
 
4.32        time shall be of the essence as regards its obligations to settle
payment for the Placing Shares and/or the Firm Placed Shares and to comply
with its other obligations under the Placing or Firm Placing. 
 
The Placee acknowledges and understands that the Company and Numis will rely
upon the truth and accuracy of the foregoing representations, warranties,
agreements, acknowledgements and undertakings. 
 
The Placee indemnifies on an after-tax basis and agrees to hold harmless the
Company and Numis and each person affiliated with the Company or Numis and any
person acting on their behalf 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 these terms and conditions and further agrees
that the provisions in these terms and conditions shall survive after
completion of the Firm Placing and the Placing. 
 
5.            Scaling back of the Placing Shares 
 
The Placing Shares to be issued under the Placing are subject to scaling back
in whole or part, at the discretion of the Directors (in consultation with
Numis), to satisfy applications under the Excess Application Facility and/or
the Offer for Subscription. 
 
6.            Miscellaneous 
 
The rights and remedies of Numis, the Registrars and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others. 
 
On application, each Placee may be asked to disclose, in writing or orally to
Numis: 
 
(i)           if he is an individual, his nationality; or 
 
(ii)          if he is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned. 
 
All documents will be sent at the Placee's risk. They may be sent by post to
such Placee at an address notified to Numis. 
 
The provisions of these terms and conditions of the Firm Placing and the
Placing may be waived, varied or modified as regards specific Placees or on a
general basis by Numis in its sole discretion with the consent of the
Company. 
 
The contract to subscribe for Firm Placed Shares and/or Placing Shares and the
appointments and authorities mentioned herein will be governed by, and
construed in accordance with, the laws of England. For the exclusive benefit
of Numis, the Company and the Registrars, each Placee irrevocably submits to
the exclusive jurisdiction of the courts of England in respect of these
matters. This does not prevent an action being taken against a Placee in any
other jurisdiction. Each Placee waives any objection to proceedings in the
courts of England on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum. 
 
In the case of a joint agreement to subscribe for Firm Placed Shares and/or
Placing Shares, references to a "Placee" in these terms and conditions are to
each of such Placees and such joint Placees' liability is joint and several. 
 
In addition to the provisions of paragraph 6 of these terms and conditions,
Numis and the Company each expressly reserve the right to modify the Firm
Placing and/or the Placing (including, without limitation, its timetable and
settlement) at any time before allocations of Firm Placed Shares under the
Firm Placing and/or of Placing Shares under the Placing are determined. 
 
This information is provided by RNS
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