REG - Vertu Motors PLC - Proposed Placing <Origin Href="QuoteRef">VTU.L</Origin> - Part 2

Vertu MotorsAnnouncement

09/03/2016 07:01

- Part 2: For the preceding part double click  ID:nRSI4702Ra 

Liberum who
will hold them as nominees for the Placees until settlement in accordance with
its standing settlement instructions; 
 
(y)         it irrevocably appoints any director or employee of Liberum or
Zeus (as applicable) as its agent for the purpose of executing and delivering
to the Company and/or its registrars any document on its behalf necessary to
enable it to be registered as the holder of the Placing Shares being issued to
it; 
 
(z)         it has not and will not make any offer to the public of the
Placing Shares for the purposes of the Prospectus Regulations 2005, Schedule
11 to FSMA or section 85 of FSMA; 
 
(aa)       it agrees to be bound by the terms of the Articles; 
 
(bb)       this appendix and any contract which may be entered into between
the Placee and Liberum or Zeus (as applicable) and/or the Company pursuant to
it or the Placing shall be governed by and construed in accordance with the
laws of England, for which purpose it submits to the exclusive jurisdiction of
the courts of England and Wales as regards any claim, dispute, or matter
arising out of or relating to this appendix or such contract, except that each
of the Company, Liberum and Zeus shall have the right to bring enforcement
proceedings in respect of any judgement obtained against such Placee in the
courts of England and Wales in the courts of any other relevant jurisdiction; 
 
(cc)       it confirms that it is not presently acting in concert, as defined
in the City Code on Takeovers and Mergers, with any existing shareholder or
other Placee; 
 
(dd)       each right or remedy of the Company, Liberum or Zeus provided for
in this appendix is in addition to any other right or remedy which is
available to such person and the exercise of any such right or remedy in whole
or in part shall not preclude the subsequent exercise of any such right or
remedy; 
 
(ee)       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 Liberum or Zeus (as applicable); 
 
(ff)        none of its rights or obligations in respect of the Placing is
conditional on any other person agreeing to acquire any Placing Shares under
the Placing and no failure by any other Placee to meet any of its obligations
in respect of the Placing shall affect any of its obligations in respect of
the Placing; 
 
(gg)       Liberum and Zeus do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.  Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that Liberum, Zeus or any of
their affiliates may, at its absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares; and 
 
(hh)       the Company, Liberum and Zeus and others will rely upon the truth
and accuracy of the foregoing conformations, representations, warranties,
acknowledgements undertakings and agreements which are given by each Placee
(or persons acting on their behalf) to Liberum or Zeus on their own respective
behalf and on behalf of the Company and are irrevocable. 
 
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