REG - XLMedia PLC - Proposed placing of up to 16m ordinary shares <Origin Href="QuoteRef">XLM.L</Origin> - Part 2

XLMediaAnnouncement

16/01/2018 16:40

- Part 2: For the preceding part double click  ID:nRSP0523Ca 

Company, Berenberg and their respective affiliates 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; 
 
35.          it acknowledges that no action has been or will be taken by any
of the Company, Berenberg or any person acting on behalf of the Company or
Berenberg that would, or is intended to, permit a public offer of, or an
invitation to the public in respect of, the Placing Shares in any country or
jurisdiction where any such action for that purpose is required; 
 
36.          it acknowledges that it is an institution that 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
it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing,
including the merits and risks involved; and 
 
37.          it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or 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. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Berenberg for itself and the Company and are
irrevocable. 
 
The agreement to settle a Placee's subscription (and/or the subscription 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 a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Berenberg 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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Berenberg in the event that any of the Company and/or
Berenberg has incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
notify Berenberg accordingly. 
 
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
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Berenberg does 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 Berenberg or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with
Berenberg, any money held in an account with Berenberg 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 Berenberg's money in accordance with the client
money rules and will be used by Berenberg in the course of their own business
and the Placee will rank only as a general creditor of Berenberg. 
 
All times and dates in this Announcement may be subject to amendment.
Berenberg shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
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. 
 
DEFINITIONS 
 
The following definitions apply throughout this Announcement unless otherwise
stated: 
 
 Admission                       the admission of the New Shares to trading on AIM becoming effective in accordance with the AIM Rules                                                                                 
 AIM                             the market of that name operated by the London Stock Exchange                                                                                                                         
 AIMRules                        the AIM Rules for Companies published by the London Stock Exchange from time to time                                                                                                  
 Announcement                    this announcement, including the appendix                                                                                                                                             
 Articles of Association         the memorandum of association and articles of association of the Company (as amended from time to time)                                                                               
 Berenberg                       Joh.Berenberg, Gossler & Co. KG                                                                                                                                                       
 CREST                           the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator                                                          
 CREST Regulations               the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended and/or the Companies (uncertificated securities (Jersey) Order 1999, as amended                          
 Existing Shares                 Shares in issue as at the date of the Placing Agreement                                                                                                                               
 FCA                             the Financial Conduct Authority                                                                                                                                                       
 Group                           the Company and its subsidiaries from time to time                                                                                                                                    
 Issue Price                     the price per Placing Share as may be agreed between Berenberg and the Company and released through a Regulatory Information Service                                                  
 London Stock Exchange           the London Stock Exchange plc                                                                                                                                                         
 Placing                         the proposed placing of the Placing Shares by Berenberg on behalf of the Company at the Issue Price pursuant to the Placing Agreement                                                 
 Placing Agreement               the agreement dated 16 January 2018 between the Company and Berenberg relating to the Placing                                                                                         
 Placing Shares                  up to 16,000,000 new Shares proposed to be allotted and issued by the Company pursuant to the Placing with the final number to be released through a Regulatory Information Service   
 Regulatory Information Service  one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information        
 Shares                          shares of US$0.000001 each in the Company                                                                                                                                             
 "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  
 
 
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