REG - Phoenix Grp Hldgs - Acquisition of Axa Wealth Businesses <Origin Href="QuoteRef">PHNX.L</Origin> - Part 2

Phoenix groupAnnouncement

27/05/2016 11:02

- Part 2: For the preceding part double click  ID:nRSa4798Za 

or the Company and none of the Underwriters nor the
Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person. 
Each Placee further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
deciding to participate in the Placing; 
 
(e)        acknowledges that none of the Underwriters, their respective
affiliates nor any person acting on behalf of any of them has or shall have
any liability for any publicly available or filed information or any
information, representation, warranty or statement relating to the Company or
its business contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person; 
 
(f)         represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services); 
 
(g)        represents and warrants that it is not, and at the time the Placing
Shares are acquired will not be, a resident of Australia, Canada, Japan or
South Africa, and either (i) it has received, from a Underwriter or its
affiliates, and will return a duly executed copy of a US Investor Letter
certifying that it is either (A) a Qualified Institutional Buyer as defined in
Rule 144A under the US Securities Act and a Qualified Purchaser as defined in
section 2(a)(51) and related rules of the Investment Company Act acquiring the
Placing Shares in the United States in a transaction exempt from registration
under the US Securities Act; or (B) a US Person that is also a Qualified
Purchaser outside the United States acquiring the Placing Shares in an
offshore transaction in accordance with Regulation S under the US Securities
Act (failing which it will be deemed to have made the representations,
warranties and agreements contained therein), or (ii) each of 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 acquiring the Placing Shares
in an "offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S under the US Securities Act; 
 
(h)        represents and warrants that it has such knowledge and experience
in financial and business matters to be capable of evaluating the merits and
risks of an investment in the Placing Shares, will not look to the
Underwriters for all or part of any such loss it may suffer, is able to bear
the economic risk of an investment in the Placing Shares, is able to sustain a
complete loss of the investment in the Placing Shares and has no need for
liquidity with respect to its investment in the Placing Shares; 
 
(i)         acknowledges that the Placing Shares have not been and will not be
registered or qualified for offer and sale nor will a prospectus be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, Canada, Japan or South Africa or any other
jurisdictions and, subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, within those jurisdictions; 
 
(j)         represents and warrants that it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except outside the United States in
an offshore transaction complying with the provisions of Regulation S to a
person not known by the transferor to be in the United States, by
pre-arrangement or otherwise, and under circumstances which will not require
the Company to register under the Investment Company Act, or to the Company or
a subsidiary thereof, in each case in accordance with any other applicable
securities law; 
 
(k)        represents and warrants that it will not deposit the Placing Shares
or any interest therein into any unrestricted depositary receipt facility
maintained by any depositary bank in respect of the Company's ordinary
shares; 
 
(l)         unless otherwise specifically agreed with the Underwriters,
represents and warrants that it is, or at the time the Placing Shares are
acquired that it will be, the beneficial owner of such Placing Shares; 
 
(m)       represents and warrants that it falls within Article 19 and/or 49 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
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; 
 
(n)        represents and warrants that it has complied with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002, the Terrorism Act 2003, the Money Laundering Regulations
2007 and any other law or regulation applicable to it (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 the third party as
required by the Regulations; 
 
(o)        if a financial intermediary, as that term is used in Article 3(2)
of the Prospectus Directive, represents and warrants that 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, or in
circumstances in which the prior consent of the Underwriters has been given to
the offer or resale; 
 
(p)        represents and warrants that it has not offered or sold and, prior
to the expiry of a period of six months from Admission, will not offer or sell
any Placing Shares to persons in the United Kingdom, except to Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in contravention of section 85(1) of the Financial Services and
Markets Act 2000 ("FSMA"); 
 
(q)        represents and warrants that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the European Economic Area
prior to Admission except to Qualified Investors or otherwise in circumstances
which have not resulted in and which will not result in the requirement to
publish a prospectus in any member state of the European Economic Area within
the meaning of the Prospectus Directive; 
 
(r)        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 the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person; 
 
(s)        represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom; 
 
(t)         represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities to enable it to commit to this
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 Appendix) and will honour such
obligations; 
 
(u)        undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Appendix on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other Placees or sold as the Underwriters
may in their sole discretion determine and without liability to such Placee,
who will remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty, stamp duty
reserve tax or other similar taxes (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; 
 
(v)        acknowledges that none of the Underwriters, nor any of their
respective affiliates, nor 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 any Underwriter and that none of the Underwriters has any duty or
responsibility to it for providing the protections afforded to their
respective clients or customers 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 their respective rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right; 
 
(w)       undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be.  None of the Underwriters nor the Company will be responsible for
any liability to stamp duty, stamp duty reserve tax or any similar tax
resulting from a failure to observe this requirement.  Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and the Underwriters and their
affiliates and their respective directors, officers and employees on an after
tax basis in respect of the same. Each Placee and any person acting on behalf
of the Placee agrees to subscribe on the basis that the Depositary Interests
representing Placing Shares will be allotted to the CREST stock account of the
Underwriters who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions; 
 
(x)        acknowledges that any agreements entered into by it pursuant to
these terms and conditions, and all non-contractual or other obligations
arising out of or in connection with them, 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 (including any dispute regarding the
existence, validity or termination of such contract or relating to any non
contractual or other obligation arising out of or in connection with 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 either the Company or any Underwriter 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; 
 
(y)        agrees that the Company, the Underwriters and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to each of the Underwriters and the Company and are irrevocable; 
 
(z)        agrees to indemnify on an after tax basis and hold the Company, the
Underwriters and their respective affiliates and their respective directors,
officers or employees 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 or the performance of the
Placee's obligations herunder or otherwise in connection with the Placing and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing. No claim shall be made against the Company, the
Underwriters and their respective affiliates and their respective directors,
officers or employees or any other person acting on behalf of such persons by
a Placee to recover any damage, cost, charge or expense which it may suffer or
incur by reason of or arising from the carrying out by it of the work to be
done by it pursuant hereto or the performance of its obligations hereunder or
otherwise in connection with the Placing; 
 
(aa)      represents and warrants that it has neither received nor relied on
any confidential price sensitive information concerning the Company in
accepting this invitation to participate in the Placing nor encouraged or
required another person to deal in the securities of the Company nor disclosed
such information prior to the information being made generally available; 
 
(bb)      acknowledges that the Placing Shares will be issued to Placees
subject to the terms and conditions set out in this Appendix; 
 
(cc)      acknowledges that it irrevocably appoints any director of the
Company as its agents 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; and 
 
(dd)      if it is a pension fund or investment company, its purchase of
Placing Shares is in full compliance with applicable laws and regulations. 
 
11.2     In addition, Placees should note that they will be liable for any
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. 
 
11.3     Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Underwriters do not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement. 
 
11.4     The rights and remedies of the Underwriters 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. 
 
11.5     When a Placee or person acting on behalf of the Placee is dealing
with a Underwriter, any money held in an account with such Underwriter 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 the 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 Underwriters' money in
accordance with the client money rules and will be used by such Underwriter in
the course of its own business and the Placee will rank only as a general
creditor of such Underwriter. 
 
11.6     HSBC, which is authorised by the PRA and regulated by the PRA and the
FCA, is acting for the Company in connection with the Placing and the
Acquisition and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of HSBC or for
providing advice in relation to the Placing. 
 
11.7     J.P. Morgan Cazenove, which is authorised by the PRA and regulated by
the PRA and the FCA, is acting for the Company in connection with the Placing
and the Acquisition and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
J.P. Morgan Cazenove or for providing advice in relation to the Placing. 
 
11.8     All times and dates in this Announcement may be subject to amendment.
 The Underwriters shall notify the Placees and any person acting on behalf of
the Placees of any changes. 
 
This information is provided by RNS
The company news service from the London Stock Exchange