REG - Pennon Group PLC - Proposed Placing of New Ordinary Shares <Origin Href="QuoteRef">PNN.L</Origin> - Part 2

PennonAnnouncement

15/07/2015 13:08

- Part 2: For the preceding part double click  ID:nRSP3887Ka 

for
and purchase the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) it has not taken any
action which will or may result in the Company, the Joint Bookrunners, any of
their 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 and (iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise; 
 
23          that it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this announcement) and will honour such obligations; 
 
24          undertakes that it and any person acting on its behalf will make
payment for the Placing Shares allocated to it in accordance with this
Announcement 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 Joint Bookrunners s may in their 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 document) which may arise upon the sale of such Placee's Placing Shares
on its behalf; 
 
25          acknowledges that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum; 
 
26          acknowledges that none of the Joint Bookrunnersor 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 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 Joint Bookrunnerand that the Joint Bookrunners have no duties
or responsibilities to any Placee for providing the protections afforded to
their 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 the Joint Bookrunners' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right; 
 
27          undertakes that (i) the person whom it specifies for registration
as holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be; (ii) neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
(together with interest and penalties) resulting from a failure to observe
this requirement and (iii) each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing on the basis that the Placing
Shares will be allotted to the CREST stock account of Credit Suisse who will
hold them as nominee on behalf of such 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 delivery versus payment basis; 
 
28          acknowledges that these Terms and Conditions and 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
English courts as regards 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 the Company or either Joint Bookrunner 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; 
 
29          acknowledges that each of the Joint Bookrunnersand the Company and
their respective Affiliates will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements set
forth herein and which are irrevocable and it irrevocably authorises each of
the Joint Bookrunnersto produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein; 
 
30          agrees to indemnify on an after-tax basis and hold the Company,
each of the Joint Bookrunners, any of their respective Affiliates and any
person acting on their behalf harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
31          acknowledges that it irrevocably appoints any director of the
Joint Bookrunners as its agent for the purposes 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 agreed
to be taken up by it under the Placing; 
 
32          acknowledges that its commitment to subscribe for Placing Shares
on the terms set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of the
Placing; 
 
33          in making any decision to subscribe for the Placing Shares,
confirms that (i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) 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; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its Affiliates taken as a whole, and
the terms of the Placing, including the markets in which the Group operates,
and the terms of the Placing, including the merits and risks involved; (iv) it
has had sufficient time to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and (v) will not look to the
Company, the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or losses it or
they may suffer; 
 
34          acknowledges and agrees that each Joint Bookrunnerdoes not owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement; 
 
35          understands and agrees that it may not rely on any investigation
that either Bank or any person acting on its behalf may or may not have
conducted with respect to the Company and its Affiliates or the Placing and
each of the Joint Bookrunners has not made any representation or warranty to
it, express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares.  It acknowledges and
agrees that no information has been prepared by, or is the responsibility of,
the Joint Bookrunners for the purposes of this Placing; 
 
36          acknowledges and agrees that it will not hold either Joint
Bookrunneror any of their Affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the Information) and
that none of the Joint Bookrunners or any person acting on behalf of either
Bank, makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information; 
 
37          acknowledges that in connection with the Placing, the Joint
Bookrunnersand any of their Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing.
 Accordingly, references in this Announcement to shares being issued, offered
or placed should be read as including any issue, offering or placement of such
shares in the Company to any of the Joint Bookrunners and any Affiliate acting
in such capacity. In addition each of the Joint Bookrunnersmay enter into
financing arrangements and swaps with investors in connection with which the
Joint Bookrunnersmay from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither the Joint
Bookrunners nor any Affiliate intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so; 
 
38          acknowledges that (i) 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, nor approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
in the United States or any other United States regulatory authority; (ii) 
the Placing Shares are being offered and sold only pursuant to Regulation S
under the Securities Act in an "offshore transaction" as defined in Regulation
S under the Securities Act and (iii) the Placing Shares may not be reoffered,
resold, pledged or otherwise transferred except in transactions not requiring
registration under the Securities Act; 
 
39          represents and warrants that it is, or at the time the Placing
Shares are acquired, it (a) will be outside the United States and is not
acquiring the Placing Shares for the account or benefit of any person located
in the United States, unless the instruction to acquire was received from a
person outside the United States and the person giving such instruction has
confirmed that it is outside of the United States and that it or its Affiliate
has the authority to give such instruction, and that it has investment
discretion or authority over such account (b) is acquiring the Placing Shares
in an "offshore transaction" (as defined in Regulation S) and (c) will not
offer or sell, directly or indirectly, any of the Placing Shares except in an
"offshore transaction" in accordance with Regulation S or in the United States
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act; and 
 
40          represents and warrants that it is not taking and will not take up
any Placing Shares as a result of any "directed selling efforts" as that term
is defined in Regulation S under the Securities Act. 
 
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of each of the Company
and the Joint Bookrunners (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on their behalf)
and are irrevocable.  The agreement to settle a Placee's allocation (and/or
the allocation of a person for whom such Placee is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to the subscription by it and/or such person direct from the Company for
the Placing Shares in question.  Such agreement assumes, and is based on a
warranty from each Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as nominee or agent
for, and that the Placing Shares will not be allotted to, a person whose
business either is or includes issuing depositary receipts or the provision of
clearance services. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and neither the
Company nor each of the Joint Bookrunnersshall be responsible for such stamp
duty or stamp duty reserve tax.  If this is the case, each Placee should seek
its own advice and notify each of the Joint Bookrunners accordingly. 
 
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 similar impost, duties or taxes (including
any interest, fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the subscription by them of any Placing
Shares or the agreement by them to subscribe for any Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with either
of the Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA.  The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and will be used
by each of the Joint Bookrunners in the course of its own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner. 
 
All times and dates in this Announcement may be subject to amendment.  The
relevant shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
The rights and remedies of the Joint Bookrunners and the Company under these
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others. 
 
Each Placee may be asked to disclose in writing or orally to the Joint
Bookrunners: 
 
(a)        if he is an individual, his nationality; or 
 
(b)       if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned. 
 
DEFINITIONS 
 
In this Announcement: 
 
Admission means the admission of the Placing Shares to the premium listing
segment of the Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange; 
 
Affiliate has the meaning given in Rule 501(b) of Regulation D promulgated
under the Securities Act or Rule 405 under the Securities Act, as applicable; 
 
Announcement means this Announcement (including the Appendix to this
Announcement); 
 
Bookbuild means the bookbuilding process to be commenced by the Joint
Bookrunners to use reasonable endeavours to procure placees for the Placing
Shares, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement; 
 
Company means Pennon Group plc; 
 
Corporations Act means the Australian Corporations Act 2001 (Cth); 
 
Credit Suisse means Credit Suisse Securities (Europe) Limited; 
 
CREST means the relevant system, as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland
Limited is the operator); 
 
FCA means the Financial Conduct Authority; 
 
FSMA means the Financial Services and Markets Act 2000; 
 
Group means the Company and its subsidiary undertakings; 
 
Joint Bookrunners means Credit Suisse and Morgan Stanley; 
 
London Stock Exchange means the London Stock Exchange plc; 
 
Morgan Stanley means Morgan Stanley & Co. International plc; 
 
Ordinary Share means an ordinary share of 40.7 pence each in the capital of
the Company; 
 
Placee means any person (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to subscribe for Placing Shares has been given; 
 
Placing means the placing of the Placing Shares by the Joint Bookrunners, on
behalf of the Company, with institutional investors; 
 
Placing Agreement means the placing agreement dated 16 April 2015 between the
Company and the Joint Bookrunners in respect of the Placing; 
 
Placing Price means the price per Ordinary Share at which the Placing Shares
are placed; 
 
Placing Shares means the Ordinary Shares to be issued pursuant to the Placing,
the number of which is to be determined at the close of the Bookbuild; 
 
Prospectus Directive means the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC, as amended (which includes any
relevant implementing measure in each member state of the European Economic
Area and amendments thereto, including the Directive of the European
Parliament and of the Council of the European Union 2010/73/EU to the extent
implemented in each member state of the European Economic Area); 
 
Regulation S means Regulation S promulgated under the Securities Act; 
 
Regulatory Information Service means an information service that is approved
by the FCA and on the FCA's list of Registered Information Services; 
 
Securities Act means the US Securities Act of 1933, as amended; 
 
Terms and Conditions means the terms and conditions of the Placing set out in
the Appendix to this Announcement; 
 
United Kingdom or UK means the United Kingdom of Great Britain and Northern
Ireland; 
 
United States or US means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia; 
 
£ means the lawful currency of the United Kingdom; and 
 
$ means the lawful currency of the United States. 
 
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