REG - Maintel Holdings PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">MAIH.L</Origin> - Part 2

Maintel HoldingsAnnouncement

08/04/2016 07:06

- Part 2: For the preceding part double click  ID:nRSH5706Ua 

date of Admission remaining capable of being satisfied; (iii) all conditions
under the New Facilities required to be satisfied prior to the date of
Admission having been satisfied; and (iv) on Admission becoming effective by
no later than 8.00 a.m. on 28 April 2016 (or such later time, not being later
than  8 a.m. on  31 May 2016, as Maintel, finnCap and Oakley may agree).
Admission is expected to become effective, and dealings in the Placing Shares
to commence, at 8.00 a.m. on 28 April 2016. The Placing Agreement is not
subject to any right of termination after Admission. 
 
An application will be made to the London Stock Exchange for the Enlarged
Share Capital to be admitted to trading on AIM. The Placing Shares will be
issued credited as fully paid and will, on Admission, rank pari passu with the
Group's existing issued Ordinary Shares. Upon Admission, Maintel's enlarged
issued share capital will comprise 14,197,059 Ordinary Shares with voting
rights. Maintel does not hold any shares in treasury. This figure of
14,197,059 Ordinary Shares may be used by shareholders in Maintel following
Admission as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change in their
interest in, the share capital of Maintel under the FCA's Disclosure and
Transparency Rules. 
 
The Acquisition is conditional upon Admission and, accordingly, the Placing
will complete before completion of the Acquisition. It is possible that the
condition under the Acquisition Agreement regarding the delivery of the Holdco
Dragged Shares may remain outstanding at the time of Admission. In the
unlikely event that Admission occurs, but the conditions precedent in the
Acquisition Agreement are not satisfied or waived, the Acquisition will not
complete. In this scenario, the Directors intend that the proceeds of the
Placing be invested elsewhere or returned to Shareholders in due course,
subject to legal or other restrictions on so doing. 
 
12.     GENERAL MEETING 
 
A notice convening the General Meeting, for 11.00 a.m. on 27 April 2016 to be
held at the Company's offices of 160 Blackfriars Road, London SE1 8EZ will be
set out in the end of the Admission Document to be posted to Shareholders
later today. The business to be considered at the General Meeting will be set
out in the notice together with the explanatory notes to the Resolutions. 
 
13.     RECOMMENDATIONS AND IRREVOCABLE UNDERTAKINGS 
 
The Directors consider, for the reasons set out above, that the Proposals are
in the best interests of the Company and Shareholders as a whole. Accordingly,
the Directors recommend that you vote in favour of the Resolutions at the
General Meeting. 
 
The Directors who hold interests in Ordinary Shares have irrevocably
undertaken to vote in favour of the resolutions to be proposed at the General
Meeting in respect of a total of 4,839,262 Ordinary Shares, representing
approximately 44.94 per cent. of the Existing Ordinary Shares. 
 
In addition to the Directors, certain other Shareholders have irrevocably
undertaken to vote in favour of the Resolutions in respect of the Ordinary
Shares in which they are interested, amounting, in aggregate, to
7,593,259Ordinary Shares, representing approximately 70.5 per cent. of the
Existing Ordinary Shares. 
 
APPENDIX 
 
TERMS AND CONDITIONS OF THE PLACING 
 
IMPORTANT INFORMATION FOR PLACEES ONLY 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). 
 
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 
 
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF
AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES. THE PLACING SHARES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
UNLESS THE PLACING SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.  PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS,
NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE
TRANSMIT IT IN OR INTO THE UNITED STATES, DIRECTLY OR INDIRECTLY, IN
CONNECTION WITH THE PLACING. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF
THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. 
 
No action has been taken by the Company, finnCap, Oakley or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required. 
 
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful.  No public offering of the Placing Shares is being made in
any such jurisdiction. 
 
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor will
they be, obtained from the securities commission of any province or territory
of Canada,  no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa.  Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom. 
 
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Directive from the requirement to produce a prospectus.  In the
United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the FSMA does not apply. 
 
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action. 
 
This Announcement should be read in its entirety. 
 
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix. 
 
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that: 
 
(1)  it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business; 
 
(2)  in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each, a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing: 
 
a.   it is a Qualified Investor within the meaning of Article 2(1)(e) of the
Prospectus Directive; and 
 
b.   in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive: 
 
i. the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of finnCap has been given to the
offer or resale; or 
 
ii. where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive as having
been made to such persons; and 
 
(3)  it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion, and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement; and 
 
(4)  it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix; and 
 
(5)  except as otherwise permitted by the Company and subject to any available
exemptions from applicable securities laws, it (and any account referred to in
paragraph 3 above) is outside the United States acquiring the Placing Shares
in offshore transactions as defined in and in accordance with Regulation S
under the Securities Act. 
 
No prospectus 
 
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement, the Admission Document (a placing proof of
which has been provided to each Placee) and any information publicly announced
through RNS by or on behalf of the Company on or prior to the date of this
Announcement (together, the "Available Information") and subject to any
further terms set forth in the contract note to be sent to individual
Placees. 
 
Each Placee, by participating 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 information, representation,
warranty or statement (other than in the Available Information) made by or on
behalf of finnCap, Oakley or the Company or any other person and none of
finnCap, Oakley, the Company or any other person acting on such person's
behalf nor any of their affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement.  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.  Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation. 
 
Details of the Acquisition and the Placing 
 
The proposed Acquisition constitutes a reverse takeover for the purposes of
the AIM Rules and accordingly requires shareholder approval, which is being
sought at the General Meeting to be held at the Company's offices of 160
Blackfriars Road, London SE1 8EZ  at 11.00 a.m. on 27 April 2016 and also
requires publication of the Admission Document describing the Enlarged Group. 
 
The Company proposes to finance the Acquisition through a drawdown under the
New Facilities and the net proceeds of the Placing. 
 
The Placing is conditional on, amongst other things, the approval by
Shareholders of the Resolutions to be proposed at the General Meeting which
will grant authority to the Directors to allot the Placing Shares and disapply
pre-emption rights in respect of the Placing Shares.  The Admission Document,
containing details of the Acquisition and the Placing as well as the notice of
General Meeting will be posted on the Company's website and sent to
shareholders shortly following completion of the Bookbuild. 
 
The Acquisition is conditional on, amongst other things, (i) the passing of
resolutions by Shareholders at the General Meeting to approve the Acquisition;
and (ii) Admission. In addition, it is a condition to the Acquisition that
vendors of Warden Holdco must deliver to the Company the entire legal and
beneficial interest in the share capital of Warden Holdco and Warden Midco.
Certain institutions who hold minority shareholdings in either Warden Holdco
and/or Warden Midco shall also sell any shares held by them in the share
capital of either company pursuant to the conditional share purchase
agreements between the Company and each of these institutions. The remaining
minority shareholders in Warden Holdco shall be dragged by the vendors of
Warden Holdco in accordance with the drag along provisions contained within
the articles of association of Warden Holdco. The Acquisition Agreement
provides that this condition may, at the Company's discretion be deemed
satisfied upon delivery of 95 per cent of the entire issued share capital of
Warden Holdco. 
 
The Acquisition is conditional upon implementation of the drag along
provisions and satisfaction of the ownership condition described above
following Admission and, accordingly, the Placing will complete before
completion of the Acquisition. It is possible that the ownership condition of
the Acquisition Agreement will remain outstanding at the time of Admission. In
the unlikely event that Admission occurs, yet this condition to Acquisition
remains unsatisfied, the Acquisition may not complete. In this scenario, the
Directors intend that the proceeds of the Placing be invested elsewhere or
returned to Shareholders in due course, subject to legal or other restrictions
on so doing. 
 
Details of the Placing Agreement and the Placing Shares 
 
finnCap and Oakley have today entered into the Placing Agreement with the
Company and its Directors under which, on the terms and subject to the
conditions set out in the Placing Agreement, finnCap and Oakley, each as agent
for and on behalf of the Company, have agreed to use their respective
reasonable endeavours to procure Placees for the Placing Shares at the Placing
Price, where the exact number of the Placing Shares to be allocated and issued
to each Placee shall be determined following completion of an accelerated
bookbuilding process (the "Bookbuild") described in this amendment and set out
in the Placing Agreement.  The Placing is not underwritten. 
 
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
dividends and other distributions declared or made in respect of the Ordinary
Shares following Admission. 
 
Application for admission to trading 
 
Application will be made to the London Stock Exchange for Admission subject to
(i) shareholder approval and (ii) the Placing becoming unconditional (save for
any conditions relating to Admission. 
 
It is expected that Admission will take place at 8.00 a.m. on 28 April 2016
and that dealings in the Placing Shares on AIM will commence at the same
time. 
 
Save for members of the finnCap Group and Oakley Group and their affiliates
(in each case, as defined in the Placing Agreement), no one other than the
parties to the Placing Agreement shall be entitled to enforce rights or enjoy
any terms under the Placing Agreement under the Contracts (Rights of Third
Parties) Act 1999. 
 
Principal terms of the Placing 
 
1.   finnCap is acting as nominated adviser and broker to the Placing, as
agent for and on behalf of the Company in relation to the Placing. finnCap is
regulated by the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of finnCap or for providing advice in relation to
the matters described in this Announcement. 
 
2.   Oakley is acting as financial adviser to the Company and as agent for and
on behalf of the Company in relation to the Placing. Oakley is regulated by
the FCA, is acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to the
customers of Oakley or for providing advice in relation to the matters
described in this Announcement. 
 
3.   Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by finnCap or Oakley to participate. Each of
finnCap and Oakley and any of their respective affiliates is entitled to
participate in the Placing as principal. 
 
4.   The Placing Price is fixed at 700 pence and is payable to finnCap by all
Placees. 
 
5.   Each Placee's allocation in the Bookbuild will be determined by finnCap
or Oakley (as applicable) in its discretion following consultation with the
Company and will be confirmed orally by finnCap and a contract note will be
dispatched as soon as possible thereafter.  That oral confirmation will give
rise to an irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of finnCap and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it on the terms
and subject to the conditions set out in this Appendix and in accordance with
the Company's articles of association.  Except with finnCap's consent, such
commitment will not be capable of variation or revocation at the time at which
it is submitted. 
 
6.   The Bookbuild is expected to close no later than 1:00 p.m. (London time)
on 8 April 2016, but may be closed earlier or later at finnCap's discretion.
The Company reserves the right (upon agreement of finnCap) to reduce or seek
to increase the amount to be raised pursuant to the Placing in its absolute
discretion. finnCap and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their absolute
discretion, determine. 
 
7.   Each Placee's allocation and commitment will be confirmed and evidenced
by a contract note issued to such Placee by finnCap which will confirm the
number of Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to finnCap.  The terms of this Appendix will be
deemed incorporated in that contract note. 
 
8.   Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to finnCap (as agent for the Company), to pay on Admission to
finnCap (or as it may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee has agreed
to acquire and the Company has agreed to allot and issue to that Placee. 
 
9.   Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement". 
 
10.  All obligations under the Placing will be subject to fulfilment of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing". 
 
11.  By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee. 
 
12.  To the fullest extent permissible by law and applicable FCA rules, none
of (a) finnCap, (b) any of finnCap's affiliates, agents, directors, officers
consultants (c) to the extent not contained within (a) or (b), any person
connected with finnCap as defined in FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of finnCap) (d) Oakley, (e) any
of Oakley's affiliates, agents, directors, officers consultants or (f) to the
extent not contained within (d) or (e), any person connected with Oakley as
defined in FSMA ((e) and (f) being together "affiliates" and individually an
"affiliate" of Oakley) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise.  In particular, none of
finnCap, Oakley or any of its respective affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties) in respect
of finnCap's or Oakley's conduct of the Placing or of such alternative method
of effecting the Placing as finnCap, Oakley and the Company may agree. 
 
Registration and Settlement 
 
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by finnCap in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with finnCap. 
 
Settlement of transactions in the Placing Shares (ISIN: GB00B046YG73) will
take place within the CREST system, subject to certain exceptions. Settlement
through CREST will be on a T+2 basis unless otherwise notified by finnCap and
is expected to occur at 8.00 a.m. on 28 April 2016 (the "Settlement Date") in
accordance with the contract notes. Settlement will be on a delivery versus
payment (DVP) basis.  However, in the event of any difficulties or delays in
the admission of the Placing Shares to CREST or the use of CREST in relation
to the Placing, the Company and finnCap may agree that the Placing Shares
should be issued in certificated form.  finnCap reserves the right to require
settlement for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's jurisdiction. 
 
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing LIBOR as determined by finnCap. 
 
The expected timetable for settlement will be as follows: 
 
 Trade Date                                 26 April 2016                
 Settlement Date                            28 April 2016                
 ISIN Code                                  GB00B046YG73                 
 SEDOL                                      B046YG7                      
 Deadline for input instruction into CREST  10.00 a.m. on 26 April 2016  
 
 
Please refer to the contract note for the CREST ID of finnCap. 
 
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is
copied and delivered immediately to the relevant person within that
organisation.  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
United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be
entitled to receive any fee or commission in connection with the Placing. 
 
Conditions of the Placing 
 
The obligations of finnCap and Oakley under the Placing Agreement are, and the
Placing is, conditional upon, inter alia: 
 
(a)  the performance by the Company of its obligations under the Placing
Agreement to the extent that they fall to be performed prior to Admission; 
 
(b)  the passing of the Resolutions at the General Meeting by no later than 27
April 2016 (or any adjourned meeting); 
 
(c)  the Placing Agreement having not been terminated in accordance with its
terms prior to Admission; 
 
(d)  the Acquisition Agreement having been entered into by the parties thereto
and remaining in full force and effect and all conditions under the
Acquisition Agreement capable of being satisfied prior to the date of
Admission having been satisfied and all conditions under the Acquisition
Agreement required to be satisfied after the date of Admission remaining
capable of being satisfied; 
 
(e)  all conditions precedent under the New Facilities having been satisfied
to the extent that those obligations are required to be performed prior to
Admission; and 
 
(f)   Admission occurring not later than 8.00 a.m. on 28 April; 2016 or such
later time as finnCap and Oakley may agree in writing with the Company (but in
any event not later than the Long Stop Date. 
 
(all conditions to the obligations of finnCap and Oakley included in the
Placing Agreement being together, the "conditions"). 
 
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company,
finnCap and Oakley may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof. 
 
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it. 
 
Certain conditions may be waived in whole or in part by finnCap and Oakley in
their absolute discretion by notice in writing to the Company and finnCap and
Oakley may also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement. 
 
finnCap or Oakley may terminate the Placing Agreement in certain
circumstances, details of which are set out below. 
 
None of finnCap, Oakley, any of its respective affiliates, agents, directors,
officers or employees or 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 any of them 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 any of them 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 finnCap and Oakley. 
 
Termination of the Placing 
 
finnCap or Oakley may terminate the Placing Agreement at any time prior to
Admission if, inter alia: 
 
1.   there shall occur or come into effect any change in national or
international financial, economic, political or market conditions which in the
reasonable opinion of the Placing Agents is likely to materially and adversely
affect the financial position, the business or the prospects of the Enlarged
Group, or in the reasonable opinion of the Placing Agents is likely to have a
material adverse effect on the Placing so as to render the Placing temporarily
or permanently impracticable or inadvisable; 
 
2.   finnCap or Oakley becomes aware that: 
 
a.   there has been a material adverse change in the financial position and/or
prospects of the Enlarged Group; 
 
b.   there has been a material breach of any of the warranties contained in
the Placing Agreement and/or there are circumstances which, if such
circumstances had occurred or arisen before the date of the Placing Agreement,
would constitute a material breach of any of the warranties contained therein
by reference to the facts and circumstances from time to time subsisting; or 
 
3.   any of the conditions set out in the Placing Agreement has not been
satisfied by the latest time provided, or shall, in the reasonable opinion of
finnCap and Oakley, have become incapable of fulfilment before the latest time
and has not been waived; or 
 
4.   the Company will be required to produce a supplementary Admission
Document; 
 
5.   it comes to the notice of the Placing Agents that: 
 
a.   any statement contained in any of the Placing Documents (as defined in
the Placing Agreement) has become untrue, incorrect or misleading in any
material respect which the Placing Agents (acting in good faith) consider to
be material in the context of the Placing or that any matter which the Placing
Agents (acting in good faith) consider to be material in the context of the
Placing has arisen which would, if the Placing Documents were published at
that time, constitute a material omission therefrom; or 
 
b.   a matter has arisen which is likely to give rise to a claim under any of
the indemnities given by the Company under the Placing Agreement which the
Placing Agents (acting in good faith) considers to be material in the context
of the Placing by reference to the facts subsisting at the time when the
notice referred to below is given; or 
 
6.   the Company or any of the Directors shall have failed to comply with
their obligations under the Placing Agreement, FSMA, the Companies Act 2006,
the AIM Rules, the City Code on Takeovers and Mergers or the Prospectus Rules
published by the FCA. 
 
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof. 
 
By participating in the Placing, each Placee agrees with the Company, finnCap
and Oakley that the exercise by the Company,  finnCap or Oakley of any right
of termination or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company, finnCap or
Oakley or for agreement between the Company, finnCap or Oakley (as the case
may be) and that none of the Company, finnCap or Oakley need make any
reference to such Placee and that none of the Company, finnCap, Oakley or any
of their respective affiliates, agents, directors, officers or employees shall
have any liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise. 
 
By participating in the Placing, each Placee agrees with the Company, finnCap
and Oakley that its rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section above and
will not be capable of rescission or termination by it after the issue by
finnCap of a contract note confirming each Placee's allocation and commitment
in the Placing. 
 
Representations, warranties and further terms 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) that (save where finnCap and Oakley expressly
agree in writing to the contrary): 
 
1.   it has read and understood this Announcement (including this Appendix)
and the placing proof of the Admission Document in its entirety and that its
acquisition of the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Available Information; 
 
2.   (i) the Placing and Admission are not conditional on the completion of
the Acquisition; (ii) Admission will occur prior to completion of the
Acquisition; and (iii) it is possible that the Acquisition will not complete; 
 
3.   it has not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering
document: (a) is required under the Prospectus Directive; and (b) has been or
will be prepared in connection with the Placing; 
 
4.   the Ordinary Shares are admitted to trading on AIM and that the Company
is therefore required to publish certain business and financial information in
accordance with the AIM Rules, which includes a description of the nature of
the Company's business and the Company's most recent balance sheet and profit
and loss account and it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty; 
 
5.   it has made its own assessment of the Placing Shares and has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and none of finnCap,
Oakley or the Company nor any of their respective affiliates, agents,
directors, officers or employees nor 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 or any other person other than the information
in this Announcement or the placing proof of the Admission Document; nor has
it requested finnCap, Oakley, the Company, any of their respective affiliates,
agents, directors, employees or officers or any person acting on behalf of any
of them to provide it with any such information; 
 
6.   none of finnCap, Oakley nor any person acting on behalf of them nor any
of their respective affiliates, agents, directors, officers or employees has
or shall have any liability for any publicly available 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; 
 
7.   the only information on which it is entitled to rely on and on which it
has relied in committing to subscribe for the Placing Shares is contained in
this Announcement and the Available Information, such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement and the
Available Information; (b) none of finnCap, Oakley or the Company (nor any of
their respective affiliates, agents, directors, officers and employees) have
made any representation or warranty to it, express or implied, with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness
or adequacy of this Announcement and the Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the Placing
Shares, satisfied itself that the information is still current and relied on
that investigation for the purposes of its decision to participate in the
Placing; and (d) has not relied on any investigation that finnCap, Oakley or
any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares; 
 
8.   the content of this Announcement and the Available Information has been
prepared by and is exclusively the responsibility of the Company and that none
of finnCap, Oakley nor any persons acting on behalf of any of them is
responsible for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company contained in
this Announcement and the Available Information nor will they be liable for
any Placee's decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement and the
Available Information or otherwise.  Nothing in this Appendix shall exclude
any liability of any person for fraudulent misrepresentation; 
 
9.   the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, Australia, Canada, Republic of South Africa
or Japan and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, South Africa or Japan or in any country or
jurisdiction where any such action for that purpose is required; 
 
10.  it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares for which it has agreed to subscribe and acknowledges
and agrees that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out herein,
subject to any change to be communicated via RNS, and will do all things
necessary on its part to ensure that payment for such shares and their
delivery to it is completed with the standing CREST instructions that it has
in place with finnCap, failing which the relevant Placing Shares may be placed
or sold by finnCap in accordance with paragraph 20 below; 
 
11.  its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares which it will be entitled, and required, to acquire in
connection with the Placing, and that the Company or finnCap or Oakley 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; 
 
12.  it and/or each person on whose behalf it is participating: 
 
a.   is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions; 
 
b.   has fully observed such laws and regulations; 
 
c.   has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and 
 
d.   has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its subscription for Placing Shares; 
 
13.  it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed will not be, a resident of, or with
an address in, or subject to the laws of, Australia, Canada, Japan or the
Republic of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions; 
 
14.  it and the beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, outside the United States, it is not a
"U.S. person" and it is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the
Securities Act; 
 
15.  the Placing Shares have not been, and will not be, registered under the
Securities Act and may not be offered, sold or resold in or into or from the
United States except pursuant to an effective registration under the
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws and no representation is
being made as to the availability of my assumption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares; 
 
16.  it is not taking up or acquiring the Placing Shares as a result of any
"directed selling efforts" (as defined in Regulation S under the Securities
Act) with respect to the Placing Shares by either the Company or any of its
affiliates (as defined in Rule 405 under the Securities Act or any person
acting on its or their behalf); 
 
17.  it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof within
the meaning of the Securities Act; 
 
18.  it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person; 
 
19.  (i) none of finnCap, Oakley, its respective affiliates and 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 a client of finnCap or Oakley and neither
finnCap nor Oakley has any duties or responsibilities to it for providing the
protections afforded to its clients 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, and
(ii) that neither it nor, as the case may be, its clients expect finnCap or
Oakley to have any duties or responsibilities to it similar or comparable to
the duties of "best execution" and "suitability" imposed by the Conduct of
Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and
that finnCap and Oakley are not acting for it or its clients, and that finnCap
and Oakley will not be responsible to any person other than the Company for
providing protections afforded to its clients; 
 
20.  it has the funds available to pay for the Placing Shares for which it has
agreed to subscribes and acknowledges and agrees that it will make payment to
finnCap for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement on the due times and dates set out in this
Announcement, failing which any or all of the relevant Placing Shares may be
placed with others or sold by finnCap on their behalf on such terms as finnCap
or Oakley (as applicable) determines in its absolute discretion without
liability to the 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 any stamp duty or 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 placing or sale of such
Placee's Placing Shares on its behalf; 
 
21.  no action has been or will be taken by any of the Company, finnCap,
Oakley or any person acting on behalf of the Company, finnCap or Oakley that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required; 
 
22.  the person who it specifies for registration as holder of the Placing
Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case
may be.  Neither finnCap, Oakley 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 acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company, finnCap and Oakley in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of finnCap
or Oakley or transferred to a CREST stock account of finnCap or Oakley who
will hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it; 
 
23.  it is acting as principal only in respect of the Placing or, if it is
acting for any other person, (a) 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 (b) it is and will remain liable to the
Company, finnCap and/or Oakley 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); 
 
24.  the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability; 
 
25.  it will not make an offer to the public of the Placing Shares and it has
not offered or sold and will not offer or sell any Placing Shares to persons
in the United Kingdom or elsewhere in the EEA 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 businesses 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 FSMA or an offer to the public in any other member state of the
EEA within the meaning of the Prospectus Directive; 
 
26.  it is a person of a kind described in: (a) Article 19(5) (Investment
Professionals) and/or 49(2) (High net worth companies etc.) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,
and/or an authorised person as defined in section 31 of the FSMA; and (b)
section 86(7) of the FSMA ("Qualified Investor"), being a person falling
within Article 2.1(e) of the Prospectus Directive. For such purposes, it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only; 
 
27.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that neither finnCap nor Oakley has approved this
Announcement in their capacity as authorised persons under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person; 
 
28.  it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of the FSMA in respect of anything done in,
from or otherwise involving the United Kingdom); 
 
29.  represents and warrants that, if it is a financial intermediary, as that
term is used in Article 3(2) of the Prospectus Directive (including any
relevant implementing measure in any member state), the Placing Shares
acquired 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 EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in circumstances in
which the express prior written consent of finnCap has been given to the offer
or resale; 
 
30.  it has neither received nor relied on any confidential price sensitive
information concerns in the Company in accepting this invitation to
participate in the Placing; 
 
31.  none of finnCap, Oakley, any of its 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 for
any information previously published by or on behalf of the Company or any
other written or oral information made available to or publicly available or
filed information or any representation, warranty or undertaking relating to
the Company, and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud; 
 
32.  none of finnCap, Oakley, the Company or any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of finnCap, Oakley, the Company or its respective affiliates, agents,
directors, officers or employees is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of finnCap's or Oakley's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right; 
 
33.  finnCap, Oakley and each of its respective affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, finnCap, Oakley and/or any of their respective affiliates acting
as an investor for its or their own account(s). None of finnCap, Oakley or the
Company intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory obligation to do
so; 
 
34.  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, the Terrorism Act 2006 and the Money Laundering Regulations 2007
(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 such third party as required by the Regulations; 
 
35.  it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002
and confirms that it has and will continue to comply with those obligations; 
 
36.  in order to ensure compliance with the Money Laundering Regulations 2007,
finnCap, Oakley (each for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to finnCap, Oakley or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at finnCap's or Oakley's (as
applicable) absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at finnCap's, Oakley's or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identity finnCap, Oakley
(each for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, finnCap, Oakley
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited; 
 
37.  acknowledges that its commitment to acquire Placing Shares on the terms
set out in this Announcement and in the contract note will continue
notwithstanding any amendment that may in 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 the Company's,
finnCap's or Oakley's conduct of the Placing; 
 
38.  it 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 is 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 affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved; 
 
39.  it irrevocably appoints any duly authorised officer of finnCap or Oakley
(as applicable) as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to subscribe or purchase upon the terms of this Announcement; 
 
40.  the Company, finnCap, Oakley and others (including each of their
respective affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to finnCap and Oakley, each
on its own behalf and on behalf of the Company and are irrevocable; 
 
41.  if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it has full power and authority to make, and does
make, the foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts; 
 
42.  time is of the essence as regards its obligations under this Appendix; 
 
43.  any document that is to be sent to it in connection with the Placing will
be sent at its risk and may be sent to it at any address provided by it to
finnCap or Oakley; 
 
44.  it will be bound by the terms of the Articles; 
 
45.  the Placing Shares will be issued subject to the terms and conditions of
this Appendix; 
 
46.  these terms and conditions in this Appendix and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to 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 

- More to follow, for following part double click  ID:nRSH5706Uc