REG - Digital Barriers plc - Proposed Placing <Origin Href="QuoteRef">DGB.L</Origin> - Part 2

ThruvisionAnnouncement

16/12/2014 07:14

- Part 2: For the preceding part double click  ID:nRSP8378Za 

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 Investec has been given to the
offer or resale; 
 
33.           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; 
 
34.           none of Investec, any of its 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; 
 
35.           neither Investec, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of Investec or its 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 Investec's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right; 
 
36.           acknowledges and accepts that Investec may, in accordance with
applicable legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, Investec will not make any public
disclosure in relation to such transactions; 
 
37.           Investec and its affiliates, 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, Investec
and/or any of their respective affiliates acting as an investor for its or
their own account(s). Neither Investec nor 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; 
 
38.           it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a period of six
months from Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Directive; 
 
39.           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 the third party as required by the
Regulations; 
 
40.           it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations; 
 
41.           in order to ensure compliance with the Money Laundering
Regulations 2007, Investec (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 Investec or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Investec's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Investec'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 Investec (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, Investec 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; 
 
42.           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 or
Investec's conduct of the Placing; 
 
43.           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; 
 
44.           it irrevocably appoints any duly authorised officer of Investec
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; 
 
45.           the Company, Investec 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 Investec on its own behalf
and on behalf of the Company and are irrevocable; 
 
46.           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; 
 
47.           time is of the essence as regards its obligations under this
Appendix; 
 
48.           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 Investec; 
 
49.           the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
50.           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 the
Company or Investec 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. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Investec and each
of their respective affiliates, agents, directors, officers and 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
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by Investec, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings 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 Investec shall be responsible for
such stamp duty or stamp duty reserve tax.  If this is the case, each Placee
should seek its own advice and they should notify Investec 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 duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom 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 and each Placee, or the Placee's
nominee, in respect 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
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Investec in the event that either the
Company and/or Investec have incurred any such liability to such taxes or
duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Investec for itself and on behalf of the Company
and are irrevocable. 
 
Investec is authorised by the Prudential Regulation Authority and regulated by
the FCA and the Prudential Regulation Authority in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Investec will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
Investec does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Investec may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so. 
 
When a Placee or any person acting on behalf of the Placee is dealing with
Investec, any money held in an account with Investec 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 made
under FSMA.  Each 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 Investec's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee. 
 
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. 
 
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company. 
 
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. 
 
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
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