REG - Macfarlane Group PLC - Conditional acquisition and £8 million placing <Origin Href="QuoteRef">MACF.L</Origin> - Part 2

MacfarlaneAnnouncement

18/09/2017 07:37

- Part 2: For the preceding part double click  ID:nRSR9598Qa 

and Arden (for their own
benefit and, where relevant, the benefit of any Arden Affiliate or Macfarlane
Affiliate and any person acting on their behalf) and are irrevocable. 
 
No claim shall be made against the Company, Arden, any Arden Affiliate, any
Macfarlane Affiliate, or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, loss, charge or expense which
it may suffer or incur by reason of or arising from the carrying out by it of
the work to be done by it pursuant hereto or the performance of its
obligations hereunder or otherwise in connection with the Placing. 
 
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee. 
 
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Arden 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and Arden in the event that any of the Company
and/or either of Arden or any Arden Affiliate has incurred any such liability
to stamp duty or stamp duty reserve tax. 
 
In addition, Placees should note that they will be liable for 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 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. 
 
All times and dates in this announcement may be subject to amendment. Arden
shall notify the Placees and any person acting on behalf of the Placees of any
such changes. 
 
This announcement has been issued by the Company and is the sole
responsibility of the Company. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Arden 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 Arden or any Arden Affiliate may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
The rights and remedies of Arden 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 or partial
exercise of one will not prevent the exercise of others. 
 
Each Placee may be asked to disclose in writing or orally to Arden and, if so,
undertakes to provide: 
 
1.   if he is an individual, his nationality; 
 
2.   if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned; and 
 
3.   such other "know your client" information as Arden may reasonably
request. 
 
References to time in this announcement are to London time, unless otherwise
stated. 
 
All times and dates in this announcement may be subject to amendment. 
 
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements in this Announcement are based on certain factors
and assumptions, including the Directors' current view with respect to future
events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. While the Directors consider these
assumptions to be reasonable based upon information currently available, they
may prove to be incorrect. Save as required by law or by the Listing Rules (as
defined in section 73A(2) FSMA), Prospectus Rules (as published by the FCA
from time to time) and Disclosure Rules (as published by the FCA from time to
time), the Company undertakes no obligation to publicly release the results of
any revisions to any forward-looking statements in this announcement that may
occur due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this announcement. 
 
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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange