REG - Palace Capital PLC - Proposed Acquisition, Placing and Open Offer <Origin Href="QuoteRef">PCA.L</Origin> - Part 2

Palace CapitalAnnouncement

19/09/2017 07:07

- Part 2: For the preceding part double click  ID:nRSS0961Ra 

                                                     
 ''United Kingdom''or''UK''               the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                                                                   
 "United States"or"US"                    the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction                                                                                                                       
 "£"                                      UK pounds sterling, being the lawful currency of the United Kingdom                                                                                                                                                                                                                                        
 
 
APPENDIX 
 
TERMS AND CONDITIONS OF THE PLACING 
 
(IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE PLACING AND ASSOCIATED
OPEN OFFER) 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN OR INTO
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY ARDEN PARTNERS PLC ("ARDEN") WHO ARE (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED
FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN
ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF
"HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. 
 
The Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. No public offering of the Placing Shares
is being made in the United States. The Placing (as defined below) is being
made solely outside the United States to persons in offshore transactions (as
defined in Regulation S) meeting the requirements of Regulation S. Persons
receiving this Announcement (including custodians, nominees and trustees) must
not forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing. 
 
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction including, without limitation, the United States, Canada,
Australia, Japan, the Republic of South Africa or New Zealand or any other
jurisdiction where the extension or availability of the Placing would breach
applicable law (a "Restricted Jurisdiction"). This Announcement and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in a Restricted Jurisdiction unless permitted
pursuant to an exemption under the relevant local law or regulation in any
such jurisdiction. No action has been taken by Palace Capital plc, Arden or
Allenby Capital or any of their affiliates or agents that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe any such
restrictions. 
 
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. 
 
Arden and Allenby Capital which are each authorised and regulated in the
United Kingdom by the FCA are each acting exclusively for the Company and no
one else in connection with the Placing and the Open Offer and Admission and
will not regard any other person (whether or not a recipient of this document
as a client in relation to the Placing, the Open Offer or Admission, and will
not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for affording advice in
relation to the Placing, the Open Offer, Admission or any other matters
referred to in this document. 
 
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. 
 
A Circular explaining the background to and reasons for the Placing and the
Open Offer, making the Open Offer and containing the Notice of General Meeting
is expected to be posted to shareholders following the close of the
Bookbuilding Process. A copy of the Circular and the Notice of General Meeting
will thereafter be made available on the Company's website:
www.palacecapital.com. 
 
Details of the Placing and Open Offer Agreement and the New Ordinary Shares 
 
Arden is acting as lead broker and bookrunner and Allenby Capital is acting as
joint broker for the purposes of the Placing and the Open Offer and have
entered into the Placing and Open Offer Agreement with the Company under which
they have severally agreed to use their respective reasonable endeavours to
procure Placees to subscribe for New Ordinary Shares in the Placing and to
assist the Company in implementing the Open Offer, in each case, on the terms
and subject to the conditions set out therein.  The Placing Agents are acting
as agents of the Company and for no one else in connection with the Placing
and the Open Offer 
 
The Placing comprises a firm placing of 19,330,882 New Ordinary Shares (the
"Firm Placing Shares") and the conditional placing of 1,257,354 New Ordinary
Share, subject to clawback to satisfy valid applications under the Open Offer
(the "Conditional Placing Shares").  The commitments of Placees under the
Placing will comprise both Placing Shares (the "Firm Placing") and Conditional
Placing Shares (the "Conditional Placing").  Subject to fulfilment or, where
applicable, waiver 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 the "Right to terminate" Conditional Placing Shares which are not
clawed back to satisfy valid applications under the Open Offer will be issued
to Placees pursuant to the Conditional Placing. 
 
The Placing is not being underwritten. 
 
The Placing Shares will, when issued, be subject to the articles of
association of the Company, credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after the date of issue of the Placing
Shares. 
 
The Placing Shares will be issued free of any encumbrance, lien or other
security interest. 
 
Application for Admission 
 
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM. Subject to the satisfaction of the Conditions, it is
expected that Admission will take place and dealings in the Placing Shares
will commence on AIM at 8.00 a.m. on 9 October 2017. 
 
Bookbuild 
 
Commencing today, the Placing Agents, as agents of the Company will be
conducting an accelerated bookbuilding process (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. However, the Placing Agents, in consultation
with the Company, will be entitled to affect the Placing by such alternative
method to the Bookbuilding Process as they may determine in their absolute
discretion. No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing Shares. 
 
Participation in, and principal terms of, the Bookbuilding Process 
 
Participation in the Placing is by invitation only and will only be available
to persons who are Relevant Persons and who may lawfully be, and are, invited
to participate by either of the Placing Agents.  The Placing Agents and each
of their Affiliates are entitled to participate as Placees in the Bookbuilding
Process. 
 
The book for the Placing will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. (London) today, but may
be closed at such earlier or later time as Arden may after consultation with
Allenby, in its absolute discretion, determine. A further announcement will be
made following the close of the Bookbuilding Process detailing the results of
the Bookbuilding Process, the despatch of the Circular and the making of the
Open Offer. 
 
A bid in the Bookbuilding Process may only be made on the terms and conditions
in this Announcement and will be legally binding on the Placee on behalf of
which it is made and, except with Arden's consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process. 
 
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Arden or
Allenby. Arden will contact and confirm orally to successful Placees following
the close of the Bookbuilding Process the size of their respective allocations
and a trade confirmation will be despatched as soon as possible thereafter.
Arden's oral confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute an irrevocable legally binding
agreement in favour of the Company pursuant to which each such Placee will be
required to accept the number of Placing Shares allocated to the Placee at the
Issue Price and otherwise on the terms and subject to the conditions set out
herein and in accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade confirmation
issued to such Placee by Arden. The terms of this Appendix will be deemed
incorporated in that trade confirmation. 
 
The Placing Agents reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed. The Placing Agent also reserves the right not to accept offers
to subscribe for Placing Shares or to accept such offers in part rather than
in whole. The acceptance and, if applicable, scaling back of offers shall be
at the absolute discretion of Arden after consultation with Allenby. 
 
Following the oral confirmation referred to above, each Placee will have,
subject only to any clawback of Conditional Placing Shares under the
Conditional Placing an immediate, separate, irrevocable and binding
obligation, owed to Arden to pay to Arden (or as Arden may direct) in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee. 
 
To the fullest extent permissible by law, none of the Company, the Placing
Agents, any of their Affiliates nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, neither the Company, the Placing
Agents nor any of their Affiliates or any person acting on their behalf shall
have any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of the conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Placing Agents, in
consultation with the Company may in their sole discretion determine. 
 
All obligations of the Placing Agents under the Placing will be subject to
fulfilment of the Conditions. 
 
Conditions of the Placing 
 
The Placing has not been underwritten and is conditional, inter alia, upon: 
 
(a)        the passing of certain Resolutions at the General Meeting or any
adjournment thereof; 
 
(b)        the Acquisition Agreement becoming unconditional in all respects
save in respect of any interconditionality with the Placing and Open Offer
Agreement and Admission; 
 
(c)        the Placing and Open Offer Agreement becoming unconditional in all
respects (other than Admission) and not having been terminated in accordance
with its terms; and 
 
(d)        Admission occurring by not later than 8:00 a.m. 9 October 2017 (or
such later time and/or date as the Company and the Placing Agents may agree,
being not later than 8:00 a.m. on 27 October 2017. 
 
Accordingly, if the conditions to which the Placing is subject are not
satisfied or, if applicable, waived neither the Placing nor the Open Offer
will proceed, the Placing will lapse and each Placee's rights and obligations
hereunder shall cease and determine at such time and no claim may be made by a
Placee in respect thereof. Neither the Company, the Placing Agents, nor any of
their Affiliates 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 as to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition to which the Placing is subject. 
 
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described below
under "Right to terminate". 
 
Right to terminate 
 
The Placing and Open Offer Agreement contains certain warranties and
indemnities from the Company in favour of the Placing Agents.  The Placing
Agents may, in their absolute discretion terminate the Placing and Open Offer
Agreement in certain circumstances, if, inter alia, the Company fails to
comply with its obligations under the Placing and Open Offer Agreement; if
there is a material adverse change in business, financial or trading position
or prospects, operations or solvency of the Company; or if there is a change
in the financial, political, economic or market conditions, which in their
reasonable opinion, acting in good faith, make it impractical or inadvisable
to proceed with the Placing and Open Offer. 
 
By participating in the Placing, each Placee agrees with the Placing Agents
that the exercise by the Placing Agents of any right of termination or other
discretion under these terms and conditions shall be within the absolute
discretion of the Placing Agents and that the Placing Agents need not make any
reference to the Placees in this regard and that, to the fullest extent
permitted by law, none of the Placing Agents, any of their Affiliates nor any
person acting on their behalf or any of them shall have any liability
whatsoever to the Placees in connection with any such exercise or failure to
so exercise. 
 
No Prospectus 
 
No offering document or prospectus has been or will be prepared in relation to
the Placing or the Open Offer and no such prospectus is required (in
accordance with the Prospectus Directive) to be published or submitted to be
approved by the FCA and Placees' commitments will be made solely on the basis
of the information contained in this Announcement and any information
previously published by or on behalf of the Company by notification to a
Regulatory Information Service. 
 
Each Placee, by accepting a participation in the Placing, confirms to the
Placing Agents that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the Placing
Agents (other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation referred to
below), any Affiliate, any persons acting on its behalf or the Company and
none of the Placing Agents, their respective Affiliates, nor any persons
acting on their behalf will be liable for the decision of any Placee to
participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and agrees with the
Company and the Placing Agents that, except in relation to the information
contained in this Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding whether to
participate in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation. 
 
Registration and settlement 
 
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. The Placing Agents reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as they deem
necessary, if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's jurisdiction. 
 
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to the Company and settlement
instructions. Placees should settle against the CREST ID for Arden shown
below. Subject to satisfaction or waiver of the conditions to which the
Placing is subject, it is expected that such trade confirmation will be
despatched on the expected trade date shown below. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated settlement
instructions which it has in place with Arden. 
 
As soon as practicable following the latest time and date for receipt of
applications for and payment in respect of New Ordinary Shares (including the
settlement of any relevant CREST instructions) offered under the Open Offer,
each Placee allocated Conditional Placing Shares in the Placing will be sent a
trade confirmation stating the number of Conditional Placing Shares allocated
to it under the Conditional Placing, the aggregate amount owed by such Placee
pursuant to the Placing and any final settlement instructions. 
 
The Company will deliver the Placing Shares to a CREST account operated by
Arden and Arden will enter its delivery (DEL) instruction into the CREST
system.  Arden will hold the Placing Shares delivered to this account as
nominee for the Placees.  The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment. 
 
The expected timetable for settlement will be as follows: 
 
 Trade Date:                                 6 October 2017               
 Settlement Date:                            9 October 2017               
 ISIN Code:                                  GB00BF5SGF06                 
 SEDOL:                                      BF5SGF0                      
 Deadline for input instruction into CREST:  3.00 p.m. on 6 October 2017  
 CREST ID for Arden:                         DAQAQ                        
                                                                          
 
 
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Arden. 
 
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of Barclays Bank Plc. 
 
Each Placee is deemed to agree that if it does not comply with these
obligations, the Company may sell any or all of the Placing Shares allocated
to the Placee on such Placee's behalf and retain from the proceeds, for the
Company's own account and profit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The Placee will, however, remain liable
for any shortfall below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. 
 
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. 
 
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to PTM levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither the Company nor the Placing Agents shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing. 
 
Representations, warranties and terms 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf): 
 
1)   represents and warrants that it has read and understood this Announcement
in its entirety (including this Appendix) and acknowledges that its
participation in the Placing and the issue of the Placing Shares will be
governed by the terms of this Announcement (including this Appendix); 
 
2)   acknowledges that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the
Bookbuilding Process, the Placing or the Placing Shares; 
 
3)   agrees to indemnify on an after-tax basis and hold harmless Arden and
each of the Arden Affiliates and any person acting on their behalf from any
and all costs, losses, 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 Announcement and further agrees that the provisions of this Announcement
shall survive after completion of the Placing; 
 
4)   acknowledges that the Placing Shares will be admitted to AIM and the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules and other applicable laws and
regulations (the "Exchange Information"), which includes a description of the
nature of the Company's business, the Company's most recent annual report and
interim financial statements, the most recent admission document, and the
Company's announcements and circulars published in the past 12 months', and
that the Placee is able to obtain or access this Exchange Information without
undue difficulty; 
 
5)   acknowledges that none of the Company, the Placing Agents, any of their
Affiliates or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing Shares or
the Company (other than this Announcement); nor has it requested any of the
Company, the Placing Agents, any of their Affiliates or any person acting on
their behalf to provide it with any such material or information; 
 
6)   acknowledges that (i) none of the Placing Agents, their Affiliates or 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 either of the Placing Agents
and that the Placing Agents do not have any duties or responsibilities to it
for providing the protections afforded to their clients or for providing
advice in relation to the Placing nor for the exercise or performance of any
of their rights and obligations hereunder including any rights to waive or
vary any conditions or exercise any right of termination, and (ii) neither it
nor, as the case may be, its clients expect either Placing Agent 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 neither
Placing Agent is acting for it or its clients, and that neither Placing Agent
will be responsible to any person in connection with the Placing for providing
protections afforded to their clients; 
 
7)   represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing to
subscribe for the Placing Shares is contained in this Announcement and any
Exchange Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and that it has
relied on its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for the Placing Shares
and acknowledges that it is not relying on any other information or
representations made to it, express or implied, with respect thereto; 
 
8)   acknowledges that 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 had
sufficient time to consider and conduct its own investigation  in connection
with its subscription for the Placing Shares, including all tax, legal and
other economic considerations and has relied upon its own examination of, and
due diligence on, the Company, and the terms of the Placing, including the
merits and risks involved; 
 
9)   represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
its invitation to participate in the Placing; 
 
10) acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any presentation
given in relation to the Placing) other than that contained in this
Announcement (including this Appendix) and represents and warrants that it has
not relied on any representations relating to the Placing, the Placing Shares
or the Company other than the information contained in this Announcement; 
 
11) represents and warrants that (i) it is entitled to acquire the Placing
Shares for which it is subscribing under the laws and regulations of all
relevant jurisdictions which apply to it; (ii) it has fully observed such laws
and regulations and obtained all such governmental and other guarantees and
other consents and authorities which may be required  or necessary in
connection with its subscription for Placing Shares and its participation in
the Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit to
participation in the Placing and to perform its obligations in relation
thereto and will honour such obligations; (iv) it has paid any issue, transfer
or other taxes due in connection with its subscription for Placing Shares and
its participation in the Placing in any territory; and (v) it has not taken
any action which will or may result in the Company, the Placing Agents, any of
their respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory in
connection with the Placing; 
 
12) represents and warrants that it understands that the Placing Shares have
not been and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act; 
 
13) represents and warrants that its acquisition of the Placing Shares has
been or will be made in an "offshore transaction" as defined in and pursuant
to Regulation S; 
 
14) represents and warrants that it will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act; 
 
15) represents and warrants that, if it is a financial intermediary, as that
term is used in Article 3(2) of the Prospectus Directive, the Placing Shares
purchased 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 European Economic Area which has
implemented the Prospectus Directive other than "qualified investors" as
defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in
which the prior consent of Arden has been given to such an offer or resale; 
 
16) represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to the public in any member state of the European
Economic Area, except in circumstances falling within Article 3(2) of the
Prospectus Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the Prospectus
Directive; 
 
17) represents and warrants that it 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 Placing Shares in circumstances in
which it is permitted to do so pursuant to section 21 of FSMA; 
 
18) represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom; 
 
19) represents and warrants that it has complied with its obligations: (i)
under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU
596/2014);  (ii) in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the
Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the
Counter-Terrorism Act 2008, the Money Laundering Regulations 2007, the Money
Laundering Regulations 2017 and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering produced by
the Financial Conduct Authority ("FCA") and, 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 Regulations; 
 
20) if in the United Kingdom, represents and warrants that: (a) it is a person
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High
Net Worth Companies, Unincorporated Associations etc") of the FPO, or (c) it
is a qualified investor as defined in section 86(7) of FSMA, being a person
falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive,
or (d) if not a person meeting the criteria set out in (a) or (b) of this
paragraph 20 or the other criteria of qualified investors for the purposes of
section 86(7) of FSMA, he or she is a director of the Company at the time of
the Placing or (d) it is person to whom this Announcement may otherwise
lawfully be communicated; 
 
21) represents and warrants that its participation in the Placing would not
give rise to an offer being required to be made by it or any person with whom
it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and
Mergers; 
 
22) undertakes that it (and any person acting on its behalf) will pay for the
Placing Shares acquired by it in accordance with this Announcement and with
any trade confirmation sent by Arden (or on its behalf) to it in respect of
its allocation of Placing Shares and its participation in the Placing on the
due time and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with other Placees
or sold as the Company may, in its absolute discretion, determine 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 sale of such Placee's Placing Shares on its behalf; 
 
23) acknowledges that none of the Placing Agents, nor any of their Affiliates
nor any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of The
Placing Agents, nor any of their Affiliates nor any person acting on their
behalf has any duties or responsibilities to it for providing advice in
relation to the Placing or for the exercise or performance of any of the
Placing Agent's rights and obligations hereunder, including any right to waive
or vary any condition or exercise any right of termination contained herein; 
 
24) undertakes that (i) the person whom it specifies for registration as
holder of the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) neither the Company nor the Placing Agent
nor any of their Affiliates will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement and (iii) the Placee and any person acting on its behalf agrees to
acquire the Placing Shares on the basis that the Placing Shares will be
allotted to the CREST stock account of Arden which will hold them as
settlement agent as nominee for the Placee until settlement in accordance with
its standing settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the Placee's stock
account on a DVP basis; 
 
25) acknowledges that any agreements entered into by it pursuant to these
terms and conditions, and 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 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 courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract; 
 
26) acknowledges that it irrevocably appoints any director of the Company as
its agent for the purposes of executing and delivering to the Company and/or
the Company's registrar any documents on its behalf necessary to enable it to
be registered as the holder of any of the Placing Shares agreed to be taken up
by it under the Placing; 
 
27) represents and warrants that it is not a resident of any Restricted
Jurisdiction and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Restricted
Jurisdiction; 
 
28) represents and warrants that any person who confirms to a Placing Agent on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises a Placing Agent to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee; 
 
29) acknowledges that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement 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 were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company, the Placings nor
any of their Affiliates will be responsible. If this is the case, the Placee
should take its own advice and notify the Company and the Placing Agents
accordingly; 
 
30) acknowledges that when a Placee or any person acting on behalf of the
Placee is dealing with Arden, any money held in an account with Arden 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 relevant rules and
regulations of the FCA. 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 in accordance with the client
money rules and will be used by Arden in the course of its business; and the
Placee will rank only as a general creditor of Arden (as the case may be); 
 
31) acknowledges and agrees that in order to ensure compliance with the Money
Laundering Regulations 2007 and/or the Money Laundering Regulations 2017 (to
come into effect on 26 June 2017), the Company or its registrars may, in their
absolute discretion, require verification of its identity. Pending the
provision to the Company or the Company's registrar, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at the Company's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the Company or the Company's registrars, as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the Company or the Company's registrars have not received evidence
satisfactory to them, 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; 
 
32) acknowledges and understands that the Company, the Placing Agents their
Affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and acknowledgements; 
 
33) acknowledges that the basis of allocation will be determined by Arden at
its absolute discretion and that the right is reserved to reject in whole or
in part and/or scale back any participation in the Placing; 
 
34) irrevocably authorises each of the Company and the Placing Agents to
produce this Announcement pursuant to, in connection with, or as maybe
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein; 
 
35) acknowledges and agrees that time is of the essence as regards its
obligations under this Appendix; 
 
36) acknowledges and agrees that 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 Arden; 
 
37) acknowledges and agrees that it will be bound by the terms of the articles
of association of the Company; and 
 
38) acknowledges and agrees that 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
Arden 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. 
 
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to the Company and the Placing Agents and, where
relevant, each of their Affiliates and any person acting on their behalf and
are irrevocable. 
 
No claim shall be made against the Company or any of the Placing Agents or
their Affiliates or any other person acting on their behalf 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 exercise of any rights available to 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 the Placing
Agents 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 each of the Company and the Placing
Agents in the event that such person 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. 
 
Times and dates in this Announcement may be subject to amendment. The Placing
Agents, as agents of the Company shall notify the Placees and any person
acting on behalf of the Placees of any such changes. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that either or Placing Agents and/or any of their Affiliates 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 the Company and the Placing Agents 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 the Placing
Agents 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 the Placing Agents 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 information is provided by RNS
The company news service from the London Stock Exchange