[IMPERIAL TOBACCO LOGO] IMPERIAL TOBACCO GROUP PLC
PO Box 244, Southville, Bristol BS99 7UJ
Tel: +44 (0) 117 963 6636
Fax: +44 (0) 117 966 7859
IMPERIAL TOBACCO GROUP PLC
P.O. BOX 244, UPTON ROAD
BRISTOL B599 #7 UJ
ENGLAND
As of May 20, 2008
Citibank, N.A. - ADR Department
388 Greenwich Street
New York, New York 10013
Restricted ADSs /May 2008 Rights Offering (Cusip # 453142R94)
Ladies and Gentlemen:
Reference is made to (i) the Amended and Restated Deposit Agreement, dated
as of November 2, 1998 (the "Deposit Agreement"), by and among Imperial Tobacco
Group PLC, a public limited company incorporated under the laws of England (the
"Company"), Citibank, N.A., a national banking association organized and
existing under the laws of the United States of America, as Depositary (the
"Depositary"), and the Holders and Beneficial Owners of American Depositary
Shares (the "ADSs") evidenced by American Depositary Receipts (the "ADRs")
issued thereunder and (ii) the Letter Agreement, dated as of September 21, 2007
(the "Uncertified ADS Letter Agreement"), by and between the Company and the
Depositary relating to the issuance of uncertificated ADSs (the "Uncertificated
ADS"). All capitalized terms used, but not otherwise defined herein, shall have
the meaning assigned thereto in the Deposit Agreement.
The Company intends to offer and sell Shares pursuant to a rights offering
to its existing shareholders (the "Rights Offering"). Neither the rights (the
"Rights") nor the Shares to be issued in the Rights Offering will be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act") and accordingly the Rights and Shares may only be sold pursuant to an
applicable exemption from registration under the Securities Act and any Shares
offered and sold to US Persons (as defined in Regulations S under the Securities
Act) will be Restricted Securities. The Company desires to establish procedures
to enable certain Beneficial Owners listed on Exhibit A hereto who would
otherwise hold restricted Shares upon exercise of Rights in the Rights Offering
(the "Permitted Offerees") to hold such Shares as Restricted ADSs (as
hereinafter defined and hereinafter used as so defined). The Depositary is
willing to accommodate the issuance of Restricted ADSs upon exercise of Rights
in the Rights Offering provided (a) the terms of deposit of the Restricted
Securities neither (i) prejudices any substantial rights of existing Holders and
Beneficial Owners of ADSs under the Deposit Agreement nor (ii) violates or
conflicts with any law, rule or administrative position applicable to the ADSs,
and (b) the terms of the Deposit Agreement are supplemented to accommodate a
deposit of Restricted Securities.
The purpose and intent of this Letter Agreement is to supplement the
Deposit Agreement for the purpose of accommodating (i) the issuance of
Restricted ADSs, (ii) the sale or transfer of such Restricted ADSs and (iii)
certain ancillary transactions further described below solely in connection with
the Rights Offering. The Company and the Depositary agree that this Letter
Agreement shall be filed as an exhibit to the Company's next Registration
Statement on Form F-6 under the Securities Act.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Depositary hereby agree,
notwithstanding the terms of the Deposit Agreement, as follows:
1. Authority to Issue Restricted ADSs. The Deposit Agreement is hereby
supplemented to authorize the Depositary to establish under the terms and
conditions of the Deposit Agreement and upon the written request and at the
expense of the Company, procedures enabling the deposit of Shares that
constitute Restricted Securities into the depositary receipts facility in order
to permit the holders of such Shares (such Shares, the "Restricted Shares") to
hold their ownership interests in such Restricted Shares in the form of ADSs
issued under the terms of the Deposit Agreement as supplemented hereby. The
Depositary agrees to establish procedures permitting the deposit of Restricted
Shares into the depositary receipts facility and the issuance of ADSs
representing deposited Restricted Shares (such ADSs, the "Restricted ADSs", and,
if applicable, the ADRs evidencing such Restricted ADSs, the "Restricted ADRs"),
upon receipt of a written request from the Company to accept certain specified
Restricted Shares for deposit or as otherwise set forth in this Letter
Agreement. The Company agrees to assist the Depositary in the establishment of
such procedures and agrees that it shall take all steps reasonably requested by
the Depositary to ensure that the establishment of such procedures does not
prejudice any substantial rights of existing Holders of ADSs and does not
violate the provisions of the Securities Act or any other applicable laws, rules
or administrative positions including, without limitation, by entering into
letter agreements with the Depositary to set forth the specific terms of the
procedures applicable to any specific deposit of Restricted Shares and issuance
and transfer of Restricted ADSs.
The depositors of the Restricted Shares and the holders of the Restricted
ADSs may be required to provide such written certifications, agreements or other
documents as the Depositary or the Company may deem necessary or appropriate
prior to (i) the deposit of Restricted Shares, (ii) the transfer of the
Restricted ADRs and the Restricted ADSs evidenced thereby, (iii) the removal of
the transfer and other restrictions with respect to Restricted ADSs/Restricted
ADRs in order to create unrestricted ADSs/ADRs, or (iv) the withdrawal of the
Restricted Shares represented by Restricted ADSs. The Company shall provide to
the Depositary in writing the legend(s) to be affixed to the Restricted ADRs, or
transmitted to holders of Restricted ADSs, in the case of Uncertificated ADSs,
which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary
and (ii) set forth the specific circumstances under which the Restricted ADRs
and the Restricted ADSs evidenced thereby may be transferred or the Restricted
Shares withdrawn.
2
The Restricted ADSs issued upon the deposit of Restricted Shares shall be
separately identified on the books of the Depositary and the Restricted Shares
so deposited shall be held separate and distinct from all other Deposited
Securities held under the terms of the Deposit Agreement that are not Restricted
Shares. The Restricted Shares and the Restricted ADSs shall not be eligible for
the pre-release transactions set forth in Section 5.10 of the Deposit Agreement.
The Restricted ADSs shall not be eligible for inclusion in any book-entry
settlement system, including, without limitation, The Depository Trust Company
("DTC"). The Restricted ADSs shall not in any way be fungible with the ADSs
(that are not Restricted ADSs) issued under the terms of the Deposit Agreement.
Except as set forth in this Letter Agreement and except as required by
applicable law, the Restricted ADSs and the Restricted ADRs, if applicable,
shall be subject to the terms of the Deposit Agreement and shall, to the maximum
extent permitted by law and to the maximum extent practicable, be treated as
ADSs and ADRs, respectively, issued and outstanding under, the terms of the
Deposit Agreement. In the event that, in determining the rights and obligations
of parties hereto or any holder of Restricted ADSs, any conflict arises between
(a) the terms of the Deposit Agreement and (b) the terms of (i) this Letter
Agreement or (ii), if applicable, the applicable Restricted ADR, the terms and
conditions set forth in this Letter Agreement, and if applicable, of the
applicable Restricted ADR shall be controlling and shall govern the rights and
obligations of the parties pertaining to the deposited Restricted Shares, the
applicable Restricted ADSs and the applicable Restricted ADRs.
2. Permitted Offeree Deposits. The Company hereby consents, under Section
2.02 of the Deposit Agreement, to the deposit by the Permitted Offerees of
Restricted Shares and the issuance and delivery by the Depositary of the
corresponding number of Restricted ADSs in respect thereof in the form of
Uncertificated ADSs, upon the terms of this Letter Agreement, to the Permitted
Offerees or their respective designees. The Restricted ADSs described in the
immediately preceding sentence and the Restricted Shares represented thereby are
referred to herein as the "Designated Restricted ADSs" and the "Designated
Shares", respectively.
In furtherance of the foregoing, the Company requests the Depositary, and
the Depositary agrees upon the terms and subject to the conditions set forth in
this Letter Agreement, to (i) establish procedures to enable (x) the deposit of
the Designated Shares with the Custodian by the Company in order to enable the
issuance by the Depositary to the Permitted Offerees of the Designated
Restricted ADSs issued under the terms of this Letter Agreement upon receipt of
a written request from the Company to accept certain specified Restricted Shares
for deposit in connection with the exercise of Rights by Permitted Offerees in
the Rights Offering, and (y) the transfer of the Designated Restricted ADSs, the
removal of the transfer and other restrictions with respect to Designated
Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the
Designated Shares, in each case upon the terms and conditions set forth in the
Deposit Agreement as supplemented by the terms of this Letter Agreement, and
(ii) to deliver to an account statement (the "Account Statement") to the holder
of Designated Restricted ADSs upon issuance of the Designated Restricted ADSs,
in each case upon the terms set forth herein. Nothing contained in this Letter
Agreement shall in any way obligate the Depositary, or give authority to the
Depositary, to accept any Shares (other than the Restricted Shares described
herein) for deposit under the terms hereof.
3
3. Company Assistance. The Company agrees to (i) provide commercially
reasonable assistance upon the request of and to the Depositary in the
establishment of such procedures to enable the acceptance of the deposit solely
by the Company of the Designated Shares in connection with the exercise of
Rights by Permitted Offerees in the Rights Offering, the issuance of Designated
Restricted ADSs, the transfer of Designated Restricted ADSs, the withdrawal of
the Restricted Shares and the conversion of Designated Restricted ADSs into
freely transferable ADSs, and (ii) take all commercially reasonable steps
requested by the Depositary to insure that the acceptance of the deposit of the
Designated Shares, the issuance of the Designated Restricted ADSs, the transfer
of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs
into freely transferable ADSs, and the withdrawal of Designated Shares, in each
case upon the terms and conditions set forth herein, do not prejudice any
substantial existing rights of Holders and Beneficial Owners of ADSs and do not
violate the provisions of the Securities Act or any other applicable laws.
In furtherance of the foregoing, the Company shall cause (A) its U.S.
counsel to deliver an opinion to the Depositary stating, inter alia, that the
deposit of Designated Shares by the Company and the issuance and delivery of
Designated Restricted ADSs upon exercise of Rights by Permitted Offerees in the
Rights Offering, in each case upon the terms contemplated herein, do not require
registration under the Securities Act and that the Designated Restricted ADSs,
when so issued, will be legally issued, and (B) its English counsel to deliver
an opinion to the Depositary stating, inter alia, that (i) the Company has duly
authorized and executed the Letter Agreement, (ii) the Letter Agreement
constitutes a legal, valid and binding obligation of the Company under English
law enforceable against the Company upon its terms, (iii) all approvals required
by English law to permit the deposit of Designated Shares under the Deposit
Agreement and the Letter Agreement have been obtained, and (iv) the terms of the
Letter Agreement and the transactions contemplated by the Letter Agreement do
not and will not contravene or conflict with any English law of general
application.
4. Limitations on Issuance of Restricted ADSs. In connection with the
exercise of Rights by Permitted Offerees in the Rights Offering, the Company
hereby instructs the Depositary, and the Depositary agrees, upon the terms and
subject to the conditions set forth in this Letter Agreement, to issue and
deliver Designated Restricted ADSs only (x) in the case of an initial issuance
upon receipt of (i) a deposit of the Designated Shares by the Company (ii) the
opinions of counsel identified in Section 3 hereof, (iii) payment of the
applicable fees, taxes and expenses otherwise payable under the terms of the
Deposit Agreement upon the deposit of Shares and the issuance of ADSs
(including, without limitation, stamp duty reserve taxes), (iv) an Investor
Representation Letter substantially in the form attached hereto as Exhibit B
hereto, (v) a duly executed Instruction Letter substantially in the form
attached hereto as Exhibit C, (vi) a Form W-9, and (vii) a DTC Participant
Instruction Form substantially in the form attached hereto as Exhibit D and (y)
in the event of any corporate action of the Company which results in the
issuance of Restricted ADSs to the holder(s) of the Designated Restricted ADSs.
The Designated Restricted ADSs issued upon the deposit of Designated
Shares shall be separately identified on the books of the Depositary under CUSIP
#453142R94 and the Designated Shares shall be held separate and distinct by the
Custodian from the other Deposited Securities held by the Custodian in respect
of the ADSs issued under the Deposit Agreement that are not Restricted ADSs.
4
The Depositary is hereby authorized and directed to issue the Designated
Restricted ADSs as Uncertificated ADSs registered in the books of the Depositary
in the name of the Permitted Offerees or their designees for the benefit of the
Permitted Offerees subject to the restrictions specified in paragraph 5 below.
5. Stop Transfer Notation and Legend. The books of the Depositary shall
identify the Designated Restricted ADSs as "restricted" and shall contain a
"stop transfer" notation to that effect. The Account Statement to be sent by the
Depositary to the Permitted Offerees upon the issuance of Designated Restricted
ADSs shall contain a statement to the effect that the Designated Restricted ADSs
are subject to restrictions on transfer and cancellation described in this
Letter Agreement. The Account Statement shall contain the following legend:
THE RESTRICTED AMERICAN DEPOSITARY SHARES ("RESTRICTED ADSs") CREDITED TO
YOUR ACCOUNT AND THE UNDERLYING RESTRICTED SHARES ("RESTRICTED SHARES") OF THE
COMPANY ARE SUBJECT TO THE TERMS OF THE LETTER AGREEMENT, DATED AS OF MAY [__],
2008 (THE "LETTER AGREEMENT"), THE UNCERTIFICATED ADS LETTER AGREEMENT, DATED AS
OF SEPTEMBER 21, 2007 (THE "UNCERTIFICATED ADS LETTER AGREEMENT" AND TOGETHER
WITH THE RESTRICTED LETTER AGREEMENT, THE "LETTER AGREEMENTS"), AND THE DEPOSIT
AGREEMENT, DATED AS OF NOVEMBER 2, 1998, AS AMENDED AND SUPPLEMENTED (AS SO
AMENDED AND SUPPLEMENTED, THE "DEPOSIT AGREEMENT"). ALL TERMS USED BUT NOT
OTHERWISE DEFINED HEREIN SHALL, UNLESS OTHERWISE SPECIFICALLY DESIGNATED HEREIN,
HAVE THE MEANING GIVEN TO SUCH TERMS IN THE RESTRICTED LETTER AGREEMENT, OR IF
NOT DEFINED THEREIN, IN THE DEPOSIT AGREEMENT.
HOLDERS AND BENEFICIAL OWNERS OF THE RESTRICTED ADSs BY ACCEPTING AND
HOLDING THE RESTRICTED ADSs, AND ANY INTEREST THEREIN, SHALL BE BOUND BY THE
TERMS OF THE DEPOSIT AGREEMENT AND THE LETTER AGREEMENTS. AT THE TIME OF
ISSUANCE, THE RESTRICTED ADSs HAD NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN A TRANSACTION
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. UNLESS
A REGISTRATION STATEMENT IS EFFECTIVE WITH RESPECT TO THESE SECURITIES, AS A
CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, EACH OF THE DEPOSITARY
AND THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE DEPOSITARY AND THE COMPANY TO THE EFFECT THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.
5
PRIOR TO THE TRANSFER OF THE RESTRICTED ADSs, A HOLDER OF RESTRICTED ADSs
WILL BE REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A CERTIFICATION
IN THE FORM ATTACHED TO THE RESTRICTED LETTER AGREEMENT. PRIOR TO THE WITHDRAWAL
OF THE RESTRICTED SHARES, A HOLDER OF RESTRICTED ADSs WILL BE REQUIRED TO
PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL CERTIFICATION IN THE
FORM ATTACHED TO THE RESTRICTED AGREEMENT. THE TRANSFER AND OTHER RESTRICTIONS
SET FORTH HEREIN AND IN THE LETTER AGREEMENT SHALL REMAIN APPLICABLE WITH
RESPECT TO THE RESTRICTED ADSs AND THE RESTRICTED SHARES UNTIL SUCH TIME AS THE
PROCEDURES SET FORTH IN THE RESTRICTED LETTER AGREEMENT FOR REMOVAL OF
RESTRICTIONS ARE SATISFIED. NEITHER THE COMPANY NOR THE DEPOSITARY MAKES ANY
REPRESENTATION AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT FOR RESALE OF THE RESTRICTED SHARES OR THE RESTRICTED
ADSs. A COPY OF THE DEPOSIT AGREEMENT AND OF THE LETTER AGREEMENTS MAY BE
OBTAINED FROM THE DEPOSITARY OR THE COMPANY UPON REQUEST.
6. Limitations on Transfer of Designated Restricted ADSs. The Designated
Restricted ADSs shall be transferable only by the Holder thereof upon delivery
to the Depositary of (i) all applicable documentation otherwise contemplated by
the Deposit Agreement, and (ii) such other documents as may reasonably be
requested by the Depositary under the terms hereof (including, without
limitation, opinions of U.S. counsel as to compliance with the terms of the
legend set forth above in Section 5).
7. Limitations On Cancellation of Designated Restricted ADSs. The Company
instructs the Depositary, and the Depositary agrees, not to release any
Designated Shares or cancel any Designated Restricted ADSs for the purpose of
withdrawing the underlying Designated Shares unless (x) the conditions
applicable to the withdrawal of Shares from the depositary receipts facility
created pursuant to the terms of the Deposit Agreement have been satisfied
(except for any conditions relating to the Shares not being Restricted
Securities) and (y) the Depositary shall have received from the person
requesting the withdrawal of the Designated Shares a duly completed and signed
Withdrawal Certification substantially in the form attached hereto as Exhibit E
(such certification, a "Withdrawal Certification").
8. Fungibility. Except as contemplated herein and except as required by
applicable law, the Designated Restricted ADSs evidenced thereby shall, to the
maximum extent permitted by law and to the maximum extent practicable, be
treated as ADSs issued and outstanding under the terms of the Deposit Agreement
that are not Restricted ADSs. Nothing contained herein shall obligate the
Depositary to treat Holders of Designated Restricted ADSs on terms more
favorable than those accorded to Holders of ADSs under the Deposit Agreement.
9. Limitations On Exchange of Designated Restricted ADSs for ADSs. The
Company instructs the Depositary, and the Depositary agrees, to cancel the
Designated Restricted ADSs and to issue and deliver freely transferable ADSs in
respect thereof upon receipt of (i) a duly completed and signed Resale
Certification and Issuance Instruction, substantially in the form attached
hereto as Exhibit F (the "Resale Certification and Issuance Instruction"), (ii)
an opinion of U.S. counsel to the Company stating that transaction pursuant to
which the Designated Restricted ADSs are being sold is exempt from regulations
under the Securities Act, (iii) payment of the issuance for taxes and expenses
otherwise payable under the terms of the Deposit Agreement and this Letter
Agreement, and (iv) any other documents as may reasonably be requested by the
Depositary under the terms of the Deposit Agreement and this Letter Agreement.
6
10. Removal of Restrictions. The Depositary shall remove all stop transfer
notations from its records in respect of Designated Restricted ADSs and shall
treat such Designated Restricted ADSs on the same terms as the ADSs outstanding
under the terms of the Deposit Agreement that are not Designated Restricted ADSs
upon receipt of (x) written instructions from the Company to do so, and (y) an
opinion of U.S. counsel to the Company stating, inter alia, that the Designated
Restricted ADSs and the Designated Shares may be freely transferred under U.S.
securities laws. Upon receipt of such instructions and opinion of counsel, the
Depositary shall take all actions necessary to remove any distinctions
previously existing between the applicable Restricted ADSs and the ADSs that are
not Restricted ADSs, including, without limitation, by (a) removing the stop
transfer notations on its records in respect of the applicable ADSs previously
identified as Designated Restricted ADSs and (b) making the formerly Designated
Restricted ADSs eligible for Pre-Release Transactions and for inclusion in the
applicable book-entry settlement system.
11. Representations and Warranties. The Company hereby represents and
warrants that (a) the Designated Shares being deposited by the Company for the
purpose of the issuance of Restricted ADSs are validly issued, fully paid and
non-assessable, and free of any preemptive rights of the holders of outstanding
Shares, (b) the Designated Shares are of the same class as, and rank pari passu
with, the other Shares on deposit under the Deposit Agreement and (c) to the
Company's knowledge, none of the terms of the Letter Agreement and none of the
transactions contemplated in the Letter Agreement violate any court judgment or
order made against the Company or any material contract to which it is a party.
Such representations and warranties shall survive the deposit of the Designated
Shares and the issuance of Designated Restricted ADSs.
12. Indemnity. Each of the Company and the Depositary acknowledges and
agrees that the indemnification and other provisions of Section 5.08 of the
Deposit Agreement shall apply to the acceptance of Designated Shares for
deposit, the issuance of Designated Restricted ADSs, the transfer of the
Designated Restricted ADSs, the addition/removal of the transfer and other
restrictions set forth herein with respect to ADSs/Restricted ADSs, and the
withdrawal of Designated Shares, in each case upon the terms set forth herein,
as well as to any other acts performed or omitted by the Depositary as
contemplated by this Letter Agreement.
This Letter Agreement shall be interpreted and all the rights and
obligations hereunder shall be governed by the laws of the State of New York
without regard to the principles of conflicts of law thereof. This Letter
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of such counterparts shall constitute the same
agreement.
7
The Company and the Depositary have caused this Letter Agreement to be
executed and delivered on their behalf by their respective officers thereunto
duly authorized as of the date set forth above.
IMPERIAL TOBACCO GROUP PLC
By: /s/ Robert Dyrbus
---------------------------
Name: Robert Dyrbus
Title: Finance Director
CITIBANK, N.A.
as Depositary
By: /s/ Richard Etienne
---------------------------
Name: Richard Etienne
Title: Vice President
8
EXHIBITS
A Permitted Offerees
B Investor Representation Letter
C Instruction Letter
D DTC Participant Instruction Form
E Withdrawal Certification
F Resale Certification and Instruction Letter
EXHIBIT A
to
Letter Agreement, dated as of May 20, 2008
(the "Letter Agreement"), by and between
Imperial Tobacco Group PLC
and
Citibank, N.A.
_____________________
PERMITTED OFFEREES
_____________________
Exh. A-1
Name Address
- ------------------------------------------- -------------------------------------------
Barrow, Hanley, Mewhinney & Strauss, Inc. 3300 Ross Avenue
31st Floor
Dallas, TX 75201-2708
Lazard Asset Management LLC 30 Rockefeller Plaza
59th Floor
New York, NY 10112-5900
Dreman Value Management LLC Harborside Financial Center Plaza 10
Suite 800
Jersey City, NJ 07311-4037
Deutsche Investment Management Americas, Inc. 345 Park Avenue
New York, NY 10154-0115
USAA Investment Management Corp. 9800 Fredericksburg Road
San Antonio, TX 78288-0227
Renaissance Technologies Corp. 800 Third Avenue
33rd Floor
New York, NY 10022-7604
Jane Street Capital LLC 1 New York Plaza
33rd Floor
New York, NY 10004-1901
Fidelity Management And Research 245 Summer Street
14th Floor
Boston, MA 02210-1133
American Beacon Balanced Fund 4151 Amon Carter Boulevard
MD 2450
Fort Worth, TX 76155
USAA Value Fund 9800 Fredericksburg Road
San Antonio, TX 78288-0227
USAA Growth And Income Fund 9800 Fredericksburg Road
San Antonio, TX 78288-0227
Mutuals Advisors, Inc Plaza of the Americas
700 North Pearl Street
Suite 900
Dallas, TX 75201-7434
A-2
Name Address
- ------------------------------------------- -------------------------------------------
UBS Securities LLC 1285 Avenue of the Americas
17th Floor
New York, NY 10019-6096
Parametric Portfolio Associates 1151 Fairview Avenue North
Seattle, WA 98109-4418
Northern Trust Investments 50 South LaSalle Street
Chicago, IL 60603-1006
New York State Teachers Retirement System 10 Corporate Woods Drive
Albany, NY 12211-2395
Kayne Anderson Rudnick Investment 1800 Avenue of the Stars
Management LLC 2nd Floor
Los Angeles, CA 90067-4219
Wright Investors Service, Inc. 440 Wheelers Farms Road
Milford, CT 06460-1847
Citigroup Global Markets (United States) 388 Greenwich Street
New York, NY 10013-2396
State Street Global Advisors 1 Lincoln Street
Boston, MA 02111-2900
SG Americas Securities LLC 1221 Avenue of the Americas
New York, NY 10020-1001
Morgan Stanley & Co., Inc. 1585 Broadway
New York, NY 10036-8200
Munder Capital Management 480 Pierce Street
Birmingham, MI 48009-6063
Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 World Financial Center
250 Vesey Street
New York, NY 10080-0001
Morgan Asset Management, Inc. 417 North 20th Street
Suite 1500
Birmingham, AL 35203-3203
ING Investment Management Co. 230 Park Avenue
13th Floor
New York, NY 10169-0011
A-3
Name Address
- ------------------------------------------- -------------------------------------------
Wells Fargo Bank N.A. 420 Montgomery Street
5th Floor
San Francisco, CA 94104-1205
Edge Asset Management, Inc. 1201 Third Avenue
8th Floor
Seattle, WA 98101-3029
Bear Steams & Co., Inc. 383 Madison Avenue
28th Floor
New York, NY 10179-0001
Goldman Sachs & Co. 1 New York Plaza
New York, NY 10004-1901
Credit Suisse (US) 11 Madison Avenue
6th Floor
New York, NY 10010-3646
Vontobel Asset Management, Inc. 450 Park Avenue
7th Floor
New York, NY 10022-2663
Columbia Management Advisors, Inc. 100 Federal Street
21st Floor
Boston, MA 02110-1898
Van Kampen Asset Management 2800 Post Oak Boulevard
Houston, TX 77056-6198
Ingalls & Snyder Asset Management 61 Broadway
31st Floor
New York, NY 10006-2802
Acadian Asset Management, Inc. 1 Post Office Square
20th Floor
Boston, MA 02109-2106
UBS Global Asset Management 1 North Wacker Drive
Chicago, IL 60606-2807
Claymore Advisors LLC 2455 Corporate West Drive
Lisle, IL 60532-3622
A-4
Name Address
- ------------------------------------------- -------------------------------------------
Blackrock Advisors, Inc. 800 Scudders Mill Road
Plainsboro, NJ 08536
FAF Advisors 601 Second Avenue South
16th Floor
Minneapolis, MN 55402-4302
Hancock Bank Of Mississippi 2510 14th Street
Gulfport, MS 39502-1947
PNC Bank NA 398 North Main Street
Doylestown, PA 18901-3447
Riversource Investments LLC 707 Second Avenue South
17th Floor
Minneapolis, MN 55402-2405
Wells Fargo Investments LLC 999 Third Avenue
Suite 4300
Seattle, WA 98104-4019
Clearbridge Advisors 620 Eighth Avenue
48th Floor
New York, NY 10018-1618
Fifth Third Asset Management, Inc. 38 Fountain Square Plaza
Cincinnati, OH 45263-3191
Harris Investment Management, Inc. 190 South LaSalle Street
4th Floor
Chicago, IL 60603-3410
Ferris, Baker Watts, Inc. 435 Brannan Street
Suite 205
San Francisco, CA 94107-1743
JPMorgan Chase Bank NA
RBC Capital Markets (US)
A-5
EXHIBIT B
to
Letter Agreement, dated as of May 20, 2008
(the "Letter Agreement"), by and between
Imperial Tobacco Group PLC
and
Citibank, N.A.
_____________________
Investor Representation Letter
_____________________
Exh. B-1
INVESTMENT LETTER
Imperial Tobacco Group PLC
_____________ __, 2008
Please facsimile (and then send the original of) this INVESTMENT LETTER to one
of the following facsimile numbers and addresses:
Facsimile: John Stocks at ABN AMRO Incorporated on +1 212 409 7269
or
Carlos Lopes at Morgan Stanley on +1 212 404 9577
or
ECM Syndicate Desk at Citigroup Global Markets Inc. on +1 212 723 8831
or
Sheree Downey at Lehman Brothers Inc., c/o Lehman Brothers
International (Europe) on +44 (0)20 7067 8446 and Duncan Smith at Lehman
Brothers Inc., c/o Lehman Brothers International (Europe) on +44 (0)20 7067 8200
Imperial Tobacco Group PLC
c/o John Stocks
Director, Corporate Broker & US ECM
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
or
Carlos Lopes
Equity Syndicate Operations
Morgan Stanley
1 New York Plaza
New York, New York 10004
or
ECM Syndicate Desk
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10028
or
Sheree Downey
Lehman Brothers Inc.
c/o Lehman Brothers International (Europe)
25 Bank Street
London E14 5LE
and
Duncan Smith
Lehman Brothers Inc.
c/o Lehman Brothers International (Europe)
25 Bank Street
London E14 5LE
and
Exh. B-2
Citibank, N.A.
c/o Computershare
Citibank Team - 3rd Floor
Attn: Jane Valdez
525 Washington Blvd.
Jersey City, New Jersey 07310
Ladies and Gentlemen:
In connection with our intention to subscribe for new ordinary shares of 10
pence each (the "Ordinary Shares", which term, to the extent applicable, shall
be deemed include Restricted ADSs (as defined below)) in the capital of Imperial
Tobacco Group PLC (the "Company") whether (A) by exercising (or causing the
Depositary (as defined below) to exercise) pre-emptive rights (the "Rights",
which term shall be deemed to include any entitlements represented by
provisional allotment letters ("PALs") as well as nil-paid rights and fully-paid
rights) issued in the rights offering (the "Rights Offering") and attributed to
us or (B) by purchasing new Ordinary Shares in the subsequent placement (the
"Placement" and, together with the Rights Offering, the "Offerings") of any new
Ordinary Shares that were not subscribed for in the Rights Offering, and for the
express benefit of the Company, the underwriters to the Offerings and Citibank,
N.A., as depositary (the "Depositary") under the Amended and Restated Deposit
Agreement, dated as of November 2, 1998 (the "Amended and Restated Deposit
Agreement"), among the Company, the Depositary and all holders and beneficial
owners of American Depositary Shares evidenced by American Depositary Receipts
issued thereunder, as supplemented by that certain Uncertificated ADS Side
Letter dated as of September 21, 2007 (the "Uncertificated ADS Side Letter") and
that certain Restricted Side Letter, dated as of May 20, 2008 (the "Restricted
Side Letter" and together with the Amended and Restated Deposit Agreement and
the Uncertificated ADS Side Letter, the "Deposit Agreement") and with the
intention that the Company, the underwriters to the Offerings and the Depositary
rely hereon, we represent, warrant agree and confirm that:
(a) we understand and acknowledge that the Rights and new Ordinary Shares are
being offered in a transaction not involving any public offering in the
United States within the meaning of the United States Securities Act of
1933, as amended (the "Securities Act"), and that the Rights and the new
Ordinary Shares have not been and will not be registered under the
Securities Act or any state securities laws.
(b) we are (a) both an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act (a "Qualifying Investor") and (b) aware that any offer or
sale of the Rights and/or the new Ordinary Shares to us pursuant to the
Offerings will be made by way of a private placement in reliance on an
exemption from registration under the Securities Act;
(c) in the normal course of our business, we invest in or purchase securities
similar to the Rights and the new Ordinary Shares and (a) we have such
knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of an investment in the Rights
and/or new Ordinary Shares, (b) we are able to bear the economic risk of
an investment in the Rights and/or the new Ordinary Shares for an
indefinite period and (c) we have concluded on the basis of information
available to us that we are able to bear the risks associated with such
investment;
Exh. B-3
(d) we are purchasing the Rights and/or the new Ordinary Shares in the
Offerings (a) for our own account or for the account of one or more other
Qualifying Investors for which we are acting as duly authorized fiduciary
or agent or (b) for a discretionary account or accounts as to which we
have complete investment discretion and the authority to make these
representations, in either case, for investment purposes and not with a
view to distribution within the meaning of the Securities Act;
(e) we have received and read a copy of the Prospectus relating to the
Offerings, including the documents and information incorporated by
reference or deemed included therein, have had the opportunity to ask
questions of representatives of the Company concerning the Company, the
Offerings, the Rights and the new Ordinary Shares, and have made our own
investment decision to acquire the Rights and/or the new Ordinary Shares
in the Offerings on the basis of our own independent investigation and
appraisal of the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Offerings, the
Rights and the new Ordinary Shares;
(f) we acknowledge and agree that we have held and will hold the Prospectus
and any PAL in confidence, it being understood that this Prospectus and
any PAL that we have received or will receive are solely for our use and
that we have not duplicated, distributed, forwarded, transferred or
otherwise transmitted this Prospectus, any PAL or any other presentational
or other materials concerning the Offerings (including electronic copies
thereof) to any persons within the United States, and acknowledge and
agree that such materials shall not be duplicated, distributed, forwarded,
transferred or otherwise transmitted by it. We have made our own
assessment concerning the relevant tax, legal and other economic
considerations relevant to an investment in the Rights and new Ordinary
Shares.
(g) we acknowledge and agree that we have not acquired the Rights and/or the
new Ordinary Shares in the Offerings as a result of any general
solicitation or general advertising, including advertisements, articles,
notices or other communications published in any newspaper, magazine or
similar media or broadcast over radio or television, or any seminar or
meeting whose attendees have been invited by general solicitation or
general advertising;
(h) we acknowledge and agree that the Rights and the new Ordinary Shares may
not be reoffered, sold, pledged or otherwise transferred, and that we will
not directly or indirectly reoffer, sell, pledge or otherwise transfer the
Rights or the new Ordinary Shares, except (a) in an offshore transaction
in accordance with Rule 904 of Regulation S under the Securities Act or
(b) with respect to the new Ordinary Shares only, pursuant to Rule 144 (if
available) upon delivery of an opinion of counsel reasonably satisfactory
to the Company (unless the delivery of such opinion is waived by the
Company); and that in each case, such offer, sale pledge or transfer must,
and will, be made in accordance with any applicable securities laws of any
state or other jurisdiction of the United States;
Exh. B-4
(i) we understand and acknowledge that no representation has been, or will be,
made by the Company or the underwriters to the Offerings as to the
availability of Rule 144 under the Securities Act or any other exemption
under the Securities Act or any state securities laws for the reoffer,
pledge or transfer of the new Ordinary Shares;
(j) we understand that Rights and the new Ordinary Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act
and that, for so long as they remain "restricted securities", the new
Ordinary Shares may not be deposited into any unrestricted depositary
facility established or maintained by a depositary bank, including the
current unrestricted American Depositary Receipt facility maintained by
the Depositary;
(k) if we were provided a PAL, we understand and acknowledge that the PALs
have not been and will not be registered under the Securities Act and we
will not sell or otherwise transfer a PAL in the United States and will
only sell or otherwise transfer or renounce a PAL in an offshore
transaction in accordance with Rule 904 of Regulation S under the
Securities Act;
(l) to the extent we have received or do receive a PAL, we understand and
acknowledge that it shall bear a legend substantially in the form below:
"THIS PROVISIONAL ALLOTMENT LETTER AND THE NEW ORDINARY SHARES OF IMPERIAL
TOBACCO GROUP PLC (THE "COMPANY") TO WHICH IT RELATES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. NEITHER THE NEW ORDINARY SHARES NOR THE PROVISIONAL
ALLOTMENT LETTERS MAY, SUBJECT TO CERTAIN EXCEPTIONS, BE OFFERED, SOLD,
TAKEN UP OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED
STATES OR ITS TERRITORIES OR POSSESSIONS."
(m) we understand and acknowledge that upon the initial issuance thereof, and
until such time as the same is no longer required under the Securities Act
or applicable state securities laws, the certificates representing the new
Ordinary Shares (other than Restricted ADSs which shall bear a similar
legend) (to the extent such new Ordinary Shares are in certificated form),
and all certificates issued in exchange therefore or in substitution
thereof, shall bear a legend substantially in the form below:
(n) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAW. BY ITS ACCEPTANCE OF THESE SECURITIES THE
PURCHASER REPRESENTS THAT IT IS BOTH AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) or (7) OF THE SECURITIES
ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND A QUALIFIED INSTITUTIONAL
BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND THAT IT
Exh. B-5
IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER
PURCHASERS WHO ARE BOTH INSTITUTIONAL ACCREDITED INVESTORS AND QIBs AND
AGREES (A) THAT THE SECURITIES ARE NOT BEING ACQUIRED WITH A VIEW TO
DISTRIBUTION AND ANY RESALE OF SUCH SECURITIES WILL BE MADE ONLY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S OR
PURSUANT TO RULE 144 (IF AVAILABLE) UPON DELIVERY OF AN OPINION OF US
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (UNLESS THE DELIVERY OF
SUCH OPINION IS WAIVED BY THE COMPANY) TO THE EFFECT THAT THE RESALE IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (B)
THAT SO LONG AS THE SHARES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144(A)(3) OF THE SECURITIES ACT, THEY MAY NOT BE DEPOSITED INTO
ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY.
A RESALE IN ACCORDANCE WITH RULE 904 OF THE SECURITIES ACT MAY INCLUDE A
TRANSACTION WHERE NO DIRECTED SELLING EFFORTS ARE MADE IN THE UNITED
STATES, THE OFFER IS NOT MADE TO A PERSON IN THE UNITED STATES AND EITHER
(A) AT THE TIME THE BUY ORDER IS ORIGINATED, THE BUYER IS OUTSIDE THE
UNITED STATES, OR THE SELLER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVE THAT THE BUYER IS OUTSIDE THE UNITED STATES, OR (B) THE
TRANSACTION IS EXECUTED IN, OR THROUGH THE FACILITIES OF THE LONDON STOCK
EXCHANGE AND NEITHER THE SELLER NOR ANY PERSON ACTING ON ITS BEHALF KNOWS
THAT THE TRANSACTION HAS BEEN PRE-ARRANGED WITH A BUYER IN THE UNITED
STATES";
(o) we understand and acknowledge that the Company may make notation on its
records or give instructions to the registrar and any transfer agent of
the Rights or the new Ordinary Shares and to the Depositary under its
American Depositary Receipt facility in order to implement the
restrictions on transfer set forth and described herein;
(p) none of the underwriters to the Offering, their affiliates, or persons
acting on its or their behalf have made any representation to us, express
or implied, with respect to the Company, the Offerings, the Rights or the
new Ordinary Shares, or the accuracy, completeness or adequacy of such
financial and other information concerning the Company, the Offerings, the
Rights and the new Ordinary Shares;
(q) we understand that the Prospectus relating to the Offerings has been
prepared in accordance with UK format and style, which differs from US
format and style. In particular, but without limitation, the financial
information contained In the Prospectus has been prepared in accordance
with UK generally accepted accounting principles or International
Financial Reporting Standards, and thus may not be comparable to financial
statements of US companies prepared in accordance with US generally
accepted accounting principles; and
Exh. B-6
(r) to the extent we receive new Ordinary Shares represented by American
Depositary Shares in the Offerings ("Restricted ADSs"), (i) we understand
that the Restricted ADSs to be delivered to us will be issued under the
terms of the Deposit Agreement, (ii) we agree to be bound by the terms of
the Deposit Agreement and by the terms of the legend set forth therein;
and (iii) we understand and agree that the Restricted ADSs issued to us
are not identical to or fungible with the ADSs issued under the terms of
the Deposit Agreement and as such, they may not, so long as such
Restricted ADSs are issued pursuant to the Deposit Agreement, be entitled
to all the rights and benefits of holders of ADSs under the Deposit
Agreement that are not Restricted ADSs.
We understand that the foregoing representations, warranties, agreements
and acknowledgements are required in connection with US and other
securities laws and that you and your respective affiliates, the
underwriters of the Offerings and their respective affiliates, and the
Depositary are entitled to rely on this letter and on the accuracy of the
representations, warranties, agreements and acknowledgements contained
herein, and you and your respective affiliates, the underwriters, and the
Depositary are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.
This letter shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to any contrary result
otherwise required by applicable conflict or choice of law rules.
Very truly yours,
By Institution: ______________________________
Signature: ______________________________
Name(s):
Title(s):
Institution's Address: ______________________________
______________________________
______________________________
______________________________
______________________________
Daytime Telephone Number ______________________________
(including area code):
Exh. B-7
- --------------------------------------------------------------------------------
(Please note that this INVESTMENT LETTER does not represent an order to
subscribe for Ordinary Shares of the Company by exercising your Rights.)
(To subscribe for new Ordinary Shares by exercising your Rights, please contact
your custodian.)
- --------------------------------------------------------------------------------
Exh. B-8
EXHIBIT C
to
Letter Agreement, dated as of May 20, 2008
(the "Letter Agreement"), by and between
Imperial Tobacco Group PLC
and
Citibank, N.A.
_____________________
Instruction Letter
_____________________
Exh. C-1
May ___, 2008
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Depositary Receipt Department
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Deposit Agreement,
dated as of November 2, 1998 (the "Original Deposit Agreement"), by and among
Imperial Tobacco Group PLC, a public limited company incorporated under the laws
of England (the "Company"), Citibank, N.A., a national banking association
organization under the laws of the United States of America, as Depositary (the
"Depositary"), and the Holders and Beneficial Owners of American Depositary
Shares ("Unrestricted ADSs") evidenced by American Depositary Receipts
("Unrestricted ADRs") issued thereunder, as supplemented by that certain
Uncertificated ADS Side Letter (the "Uncertificated ADS Side Letter"), dated
September 21, 2007, by and between the Company and the Depositary and that
certain Restricted Side Letter, dated as of May 20, 2008, by and between the
Company and the Depositary (the "Side Letter" and together with the Original
Deposit Agreement and the Uncertificated ADS Side Letter, the "Deposit
Agreement"). Capitalized terms used herein without definition shall have the
meaning assigned thereto in the Deposit Agreement.
As previously communicated to you, we propose a rights offering (the "Rights
Offering") of up to 338,741,960 ordinary shares with a par value of 10 pence per
share (the "Shares"). Holders of existing shares (the "Existing Shares") of the
Company will be allocated rights ("Rights") to purchase one Share ("New Shares")
for every two Existing Shares held at the close of business (London Time) on May
20, 2008 (the "Record Date") at a price of 1475 pence each (the "Subscription
Price").
The New Shares, Restricted ADSs (as hereinafter defined) and the Rights
allocated to holders of Existing Shares and Unrestricted ADSs of the Company
have not been and will not be registered under the Securities Act of 1933, as
amended (the "Securities Act") or under the securities laws of any state of the
United States. Accordingly, the New Shares, the Restricted ADSs and the Rights
may generally not be offered, sold, resold, delivered or transferred directly or
indirectly to US persons or in or into the United States. We will be making
offers of Rights and New Shares to a limited number of our holders of
Unrestricted ADSs in the U.S. provided they are persons whom we reasonably
believe are both "qualified institutional buyers" as defined in Rule 144A under
the Securities Act and institutional "accredited investors" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Qualifying
Investors") in a private placement (the "Private Placement"). Those Qualifying
Investors who are holders of Unrestricted ADSs and are offered the opportunity
to participate in the Rights Offering will be allowed to subscribe for one
Restricted ADS for every two ADSs they hold as of May 23, 2008.
Exh. C-2
In connection with the Rights Offering, you are hereby instructed to take the
following actions:
1. You shall not mention the Private Placement to holders of Unrestricted ADSs
("ADS Holders") or distribute any announcement or other materials received by
you or the Custodian describing the Rights Offering to ADS Holders except (i) as
instructed herein or otherwise instructed in writing by us or (ii) notifications
of record date, payable date, etc. in accordance with industry standard for ADSs
listed on the NYSE and for transactions of the type described herein.
2. Set forth on Schedule I attached hereto is a list of (i) ADS Holders who are
Qualifying Investors (each, an "Eligible ADS Participant") to whom we desire to
offer the opportunity to participate in the Rights Offering and receive the New
Shares deliverable upon exercises of the Rights in the form of restricted
American Depositary Shares ("Restricted ADSs") and (ii) the number of ADSs
believed by us to be held by the Eligible ADS Participant.
3. On the basis of the number of ADSs believed to be held by the Eligible ADS
Participants (on the basis of the information provided by us to you as
contemplated in paragraph 2 above), you shall compute the number of ADSs held by
ADS Holders who are not "Eligible ADS Participants" and the number of Rights
allocated in respect of such holders. On or about May 28, 2008, you shall
instruct the Custodian to use commercially reasonable efforts to sell such
Rights on the London Stock Exchange. The proceeds of such sale or sales shall be
included in the "Proceeds" provided for in Paragraph 8 below.
4. We will provide to each Eligible ADS Participant (a) an ADS Transmittal
Letter (the "ADS Transmittal Letter") substantially in the form attached hereto
as Exhibit A, (b) a form of instruction from the Eligible ADS Participant (the
"Holder Instruction") attached as Annex A to the ADS Transmittal Letter, (c) a
form of Investor Letter of Representation (the "Investor Letter of
Representation") attached as Annex B to the ADS Transmittal Letter, (d) a Form
W-9 (the "Form W-9") and Guidelines for Certification of Taxpayer Identification
Number of Form W-9 attached as Annex C to the ADS Transmittal Letter and (e) a
DTC Participant Instruction Form (the "DTC Participant Instruction Form")
attached as Annex D to the ADS Transmittal Letter (items (a) through (e)
collectively the "ADS Supplemental Materials"). Prior to delivering any
instruction to the Custodian for the exercise of any Rights on behalf of an
Eligible ADS Participant, you shall have received from such Eligible ADS
Participant (i) the Investor Letter of Representation certifying the matters
stated therein for the relevant accounts of such Eligible ADS Participant, (ii)
the Holder Instruction, (iii) the Form W-9, (iv) the DTC Participant Instruction
Form and (v) the Total Payment Due (as defined below). You shall in turn provide
such documents to the Custodian to allow for the valid exercise of the Rights of
such Eligible ADS Participant in accordance with the terms of the Rights
Offering.
5. As described in the Holder Instruction, you shall assist each Eligible ADS
Participant in the calculation of the total payment due (the "Total Payment
Due") from the Eligible ADS Participant, which shall comprise payment in US
dollars of (a) the U.S. dollar equivalent of the Subscription Price indicated in
the ADS Transmittal Letter per New Share that such Eligible ADS Participant
instructs you to subscribe for on its behalf, (b) 5% of the U.S. dollar
equivalent of the Subscription Price per New Share (the "Currency Adjustment
Amount") that such Eligible ADS Participant instructs you to subscribe for on
its behalf to provide for any possible exchange rate fluctuation, which amount
will be refunded to such Eligible ADS Participant if it exceeds the actual
exchange rate fluctuation, if any, (c) your non-refundable administrative fee of
Exh. C-3
US$.03 per Restricted ADS to be issued and (d) 1.5% of the US equivalent of the
Subscription Price per New Share to provide for the U.K. stamp duty reserve tax
charge. In the event the Currency Adjustment Amount is insufficient to cover the
costs of purchasing the relevant amount of pounds sterling in the market on the
date you purchase pounds sterling, you will request from such Eligible ADS
Participant and such Eligible ADS Participant must provide a payment of
additional amount necessary to purchase pounds sterling at the prevailing
exchange rate. The final itemized calculation of the Total Payment Due shall be
set forth in the Eligible ADS Participant's Holder Instruction.
6. If at any time on or prior to 3:00 p.m. on June 4, 2008 (the "ADS Rights
Expiration Date"), the Depositary receives (a) an executed Holder Instruction,
(b) an executed Investor Letter of Representation, (c) a completed Form W-9 for
the exercising Eligible ADS Participant, (d) payment of the Total Payment Due
agreed upon between you and the exercising Eligible ADS Participant and set
forth in Annex A to the Holder Instruction, and (e) the DTC Participant
Instruction Form, then you shall exercise Rights through the Custodian in an
amount equal to that specified in the Holder Instruction. If exercise of the
Rights specified in a Holder Instruction would result in the issuance of a
fractional Restricted ADS, you shall sell, in accordance with Paragraph 9 below,
the portion of Rights specified in such Holder Instruction which corresponds to
the fractional Restricted ADS, and exercise the remaining number of Rights
specified in such Holder Instruction so that only whole numbers of Restricted
ADSs are issued.
7. You shall request the Custodian to cause the Rights allocated in respect of
the Existing Shares for the benefit of any Eligible ADSs Participant to be
segregated from the other Rights. You shall notify the Custodian that the Rights
that are exercised are being exercised on behalf of Eligible ADS Participants
and shall provide the Custodian with an instruction to exercise the relevant
number of Rights for which you have received proper instructions and the Total
Payment Due as of the ADS Rights Expiration Date.
8. You shall cause the Unrestricted ADSs with respect to which an Eligible ADS
Participant has provided the necessary documentation and the Total Amount Due
prior to the ADS Expiration Date to be segregated by DTC under a separate
"contra" CUSIP number which is 453991663.
9. On or about the ADS Rights Expiration Date, you shall instruct the Custodian
to (a) exercise the aggregate number of Rights for which Holder Instructions and
the Total Payment Due have been received from Eligible ADS Participants and (b)
to use commercially reasonable efforts to sell on the London Stock Exchange the
remaining Rights held by it as the Custodian. Any proceeds from such sales shall
be combined with proceeds from sale of Rights on behalf of ADS Holders who were
ineligible to participants in the Rights Offering (as realized in paragraph 3
above). You shall distribute on a pro rata basis all the proceeds from the sale
of Rights pursuant to paragraphs 3, 6 and 9, if any, to ADS Holders other than
those on whose behalf Rights have been exercised in accordance with the Deposit
Agreement.
10. After delivery of the cash proceeds from the sale of the Rights to Eligible
ADS Participants who did not exercise their Rights and ADS Holders who were not
eligible to participate in the Rights Offering, you will cause DTC to transfer
the segregated Unrestricted ADSs of the participating Eligible ADS Participants
to the base CUSIP number for the Unrestricted ADS.
Exh. C-4
11. From the date Restricted ADSs are issued to persons who exercise Rights,
which is anticipated to be June 12, 2008, until 40 days thereafter you shall not
permit (a) the deposit of any Shares pursuant to the Deposit Agreement or (b)
the pre-release of any ADSs on the basis of Shares, without first, in either
case, receiving from the depositor or the recipient, as the case may be, an
executed certificate substantially in the form attached as Exhibit B.
12. Upon confirmation from the Custodian of receipt of New Shares in a
segregated "restricted" account, you shall issue Restricted ADSs under the Side
Letter to the participating Eligible ADS Participants as indicated in such
Holder Instructions.
13. Information about us, including press releases, is generally available on
our website at www.imperial-tobacco.com and we file reports and other
information with the Securities and Exchange Commission. Those reports and other
information concerning us can be read and copied at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549 or on the SEC website at
www.sec.gov. To the extent that any ADS Holder requests additional information
about the Rights Offering, you are hereby instructed to direct them to contact
David Watkins at Hoare Govett Limited, 250 Bishopsgate, London EC2M 4AA, United
Kingdom or at telephone number +44 207 678 1853.
14. We shall cause our U.S. counsel to deliver to you at the time of the launch
of the Rights Offering, which is expected to occur on or about May 20, 2008, an
opinion of such counsel that no registration of the Rights or the Shares issued
in respect thereof is required under the US Securities Act of 1933, as amended
(which opinion is subject to various assumptions and qualifications as noted
therein, and does not include whether registration under the Securities Act is
required for any subsequent offer or resale of the New Shares or Rights).
We acknowledge and agree that the indemnities provided in Section 5.08 of the
Deposit Agreement shall apply to any acts performed or omitted by you, the
Custodian and any of your or our respective directors, employees, agents and
Affiliates pursuant to the (a) instructions provided in this letter of
instructions or (b) the Rights Offering generally, including without limitation,
any and all liability or expenses which may arise out of the payment of stamp
duty and any other taxes payable in connection with the Rights Offering.
The Company understands and agrees to pay Citibank for its services as rights'
agent a fee of $10,000 plus reasonable out-of-pocket expenses. The $10,000 fee
will be reduced by such amount which Eligible ADS Participants pay in
administration fees in connection with taking up their rights in the form of
Restricted ADSs.
Exh. C-5
This letter of instruction shall be governed by and construed in accordance with
the laws of the State of New York.
Kind regards,
IMPERIAL TOBACCO GROUP PLC
By:
--------------------------
Name: Robert Dyrbus
Title: Finance Director
Exh. C-6
Schedule I
Eligible ADS Participant Number of ADSs
- ------------------------ --------------
Barrow, Hanley, Mewhinney & Strauss, Inc. 22,712,610
Lazard Asset Management LLC 1,033,429
Dreman Value Management LLC 918,595
Deutsche Investment Management Americas, Inc. 711,040
USAA Investment Management Corp. 187,701
Renaissance Technologies Corp. 182,200
Jane Street Capital LLC 159,603
Fidelity Management And Research 147,773
American Beacon Balanced Fund 121,900
USAA Value Fund 119,300
USAA Growth And Income Fund 76,700
Mutuals Advisors, Inc 72,000
UBS Securities LLC 54,705
Parametric Portfolio Associates 54,172
Northern Trust Investments 53,907
New York State Teachers Retirement System 37,500
Kayne Anderson Rudnick Investment Management LLC 31,160
Wright Investors Service, Inc. 25,385
Citigroup Global Markets (United States) 19,850
State Street Global Advisors 12,138
SG Americas Securities LLC 11,683
Morgan Stanley & Co., Inc. 11,384
Munder Capital Management 11,300
Exh. C-7
Eligible ADS Participant Number of ADSs
- ------------------------ --------------
Merrill Lynch, Pierce, Fenner & Smith, Inc. 11,157
Morgan Asset Management, Inc. 9,912
ING Investment Management Co. 8,101
Wells Fargo Bank N.A. 7,947
Edge Asset Management, Inc. 5,600
Bear Stearns & Co., Inc. 4,682
Goldman Sachs & Co. 4,572
Credit Suisse (US) 4,057
Vontobel Asset Management, Inc. 3,160
Columbia Management Advisors, Inc. 2,838
Van Kampen Asset Management 2,683
Ingalls & Snyder Asset Management 2,483
Acadian Asset Management, Inc. 2,480
UBS Global Asset Management 2,184
Claymore Advisors LLC 2,048
Blackrock Advisors, Inc. 1,643
FAF Advisors 1,085
Hancock Bank Of Mississippi 1,011
PNC Bank NA 902
Riversource Investments LLC 770
Wells Fargo Investments LLC 745
Clearbridge Advisors 516
Fifth Third Asset Management, Inc. 313
Harris Investment Management, Inc. 218
Exh. C-8
Eligible ADS Participant Number of ADSs
- ------------------------ --------------
Ferris, Baker Watts, Inc. 189
JPMorgan Chase Bank NA 100
RBC Capital Markets (US) 84
Exh. C-9
Exhibit A
ADR Transmittal Letter
Exh. C-10
Imperial Tobacco Group PLC
P.O. Box 244, Upton Road
Bristol B599 #7UJ
England
May 23, 2008
To Whom It May Concern:
Enclosed are the following documents relating to the one (1) for two (2) rights
offering (the "Rights Offering") of up to 338,741,960 ordinary shares, nominal
value 10 pence per share (the "Shares"), of Imperial Tobacco Group PLC (the
"Company"):
(a) an ADS Holder Instruction Form (Annex A);
(b) an Investor Letter of Representation (Annex B);
(c) a Form W-9 and Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (Annex C); and
(d) a DTC Participant Instruction Form (Annex D).
We are sending you these documents because the Company reasonably believes that
you (A) were as of the date hereof a holder of American Depositary Shares
("ADSs") evidenced by American Depositary Receipts ("ADRs") issued under the
Amended and Restated Deposit Agreement, dated as of November 2, 1998, by and
among the Company, Citibank, N.A. ("Citibank") and all Holders and Beneficial
Owners from time to time of ADSs evidenced by ADRs issued thereunder (the
"Amended and Restated Deposit Agreement") as supplemented by that certain
Uncertificated ADS Side Letter, dated as of September 21, 2007 (the
"Uncertificated ADS Side Letter"), by and between the Company and Citibank and
the Restricted Side Letter, dated as of May __, 2008, by and between the Company
and Citibank (the "Restricted Side Letter" and, collectively with the Amended
and Restated Deposit Agreement and the Uncertificated ADS Side Letter, the
"Deposit Agreement") AND (B) are as of the date hereof both an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act of 1933, as amended (the "Securities Act"), and a
"qualified institutional buyer" ("QIB") within the meaning of Rule 144A under
the Securities Act (a "Qualifying Investor").
Holders of existing Shares (the "Existing Shares") of the Company have been
allocated rights ("Rights") to purchase one (1) Share ("New Shares") for every
two (2) Existing Shares owned at a price of 1475 pence per New Share or U.S.$
28.72 per New Share (based on the U.S. dollar - U.K. pound sterling exchange
rate(1) on May 19, 2008 of US$ 1.9472 per (pound) 1.00) (the "Subscription
Price").
Exh. C-11
As a Qualifying Investor holding ADSs, you are being given the opportunity to
exercise the Rights allocated to the Existing Shares represented by your ADSs,
subject, however, to the terms set forth in this letter and the Prospectus,
dated May 20, 2008 (collectively, the "Prospectus"). For every two ADSs a
Qualifying Investor holds as of May 23, 2008 (the "Rights Record Date"), such
Qualifying Investor will be allowed to subscribe for two (2) New Shares
evidenced by one (1) Restricted ADS (as defined below). If you wish to exercise
the Rights allocated to the Existing Shares represented by your ADSs, you must
pay the Subscription Price in U.S. dollars. In addition, you must pay a currency
adjustment amount (subject to refund depending on currency fluctuations), an
administrative fee and all applicable stamp duty reserve or other applicable
taxes all as described herein.
This letter describes and summarizes your rights as a Qualifying Investor
holding ADSs to exercise the Rights allocated to the Existing Shares represented
by your ADSs and to subscribe for New Shares evidenced by Restricted ADSs (as
defined below). This letter must be read in conjunction with the Prospectus. If
you have not previously received a copy of the Prospectus, please contact David
Watkins of Hoare Govett Limited at +44 207 678 1853.
You should note that, as a Qualifying Investor interested in exercising your
Rights and subscribing for New Shares in the Rights Offering, your investment in
the United States must be made on a private placement basis. In order to pursue
this matter further, you must sign and return the enclosed Investor Letter of
Representations.
None of the New Shares, the Restricted ADSs representing such New Shares or the
Rights have been or will be registered under the Securities Act, or under the
securities laws of any state of the United States. Accordingly, subject to
certain exceptions, the New Shares, the Restricted ADSs representing such New
Shares and the Rights may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States or for the
account or benefit of a U.S. Person within the meaning of Regulation S under the
Securities Act.
The New Shares and the Restricted ADSs representing the New Shares subscribed
for in the Rights Offering and offered in the United States will be "restricted
securities" as defined in Rule 144(a)(3) under the Securities Act. Accordingly,
such New Shares will not be accepted for deposit into the existing unrestricted
ADR facility established under the Deposit Agreement nor any other depositary
receipt facility established or maintained by a depositary bank under which
freely transferable ADSs are issued. The Restricted ADSs issued in the Rights
Offering will not be identical to or fungible with the ADSs issued under the
Deposit Agreement that are not Restricted ADSs.
- ----------
(1) The exchange rate is the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the
Federal Reserve Bank of New York, expressed in U.S. Dollars per
(pound)1.00.
Exh. C-12
1. Timetable
The following timetable will apply to your participation in the Rights Offering.
All times referred to in this timetable are New York City times.
May 23, 2008 ADS Record Date
3:00 pm on ADS Expiration Date (latest time for delivery of instruction and payment)
June 4, 2008
June 12, 1008 Date New Shares credited to CREST stock accounts
June 18, 2008 Date of despatch of definitive share certificates for New Shares
Promptly after Issuance Date for Restricted ADSs
June 13, 2008
2. ADS Record Date
The record date for determining those Qualifying Investors who are eligible,
subject to applicable U.S. securities laws, to participate in the Rights
Offering is May 23, 2008.
3. Method of Subscription and Payment
As a Qualifying Investor, you can exercise any or all of the Rights to which you
are entitled by:
(a) Delivering a duly completed and executed ADS Holder Instruction Form to
Citibank, indicating, among other things, the total number of Restricted
ADSs you wish to subscribe upon exercise of your Rights;
(b) Arranging for payment to Citibank for the Total Payment Due (as defined
below);
(c) Delivering a duly completed and executed Investor Letter of
Representations to Citibank, with a copy to one of the addresses set forth
on the last page of this letter;
(d) Delivering a duly completed and executed Substitute Form W-9 to
Citibank(1); and
(e) Arranging for the delivery of a duly completed and executed DTC
Participant Instruction Form(2).
- ----------
(1) If you are unable, for any reason, to provide a duly completed and
executed Substitute Form W-9, you should contact Jane Valdez at
Computershare at 201-222-4133 to determine whether any applicable
additional documentation is required.
(2) If you are a registered holder of ADSs holding your ADS outside of DTC
delivery of the DTC Participant Instruction Form is not required.
Exh. C-13
If you hold your ADSs in more than one account or through more than one DTC
participant or custodian bank, you may deliver a single ADS Holder Instruction
Form to Citibank to provide instructions for your aggregate Rights entitlements,
but you will be required to provide Citibank with the following information with
respect to each account:
(a) the DTC participant name (the "DTC Participant");
(b) the DTC Participant number;
(c) a contact at the DTC Participant, with contact details; and
(d) such other information relating to any intervening custodians between the
DTC Participant and the Qualifying Investor to enable Citibank to identify
the holdings of such Qualifying Investor.
In order to segregate ADSs held in book-entry form through DTC with respect to
which a Qualifying Investor has elected to exercise Rights for Restricted ADSs
from the ADSs of holders who have not elected to exercise, or do not qualify
for, such option and are therefore entitled to receive a pro rata share of any
proceeds from any sale of unexercised Rights, The Depository Trust Company
("DTC") has agreed to segregate positions on which an election to exercise the
Rights for Restricted ADSs has been made under a separate contra-CUSIP number.
The number to be used for this purpose is 453991663. An ADS holder who is not a
registered holder of ADSs outside of DTC and is submitting an ADS Holder
Instruction Form must cause the DTC Participant through which it holds its ADSs
to provide Citibank a letter in the form attached hereto as Annex D authorizing
DTC to have its nominee, Cede & Co., temporarily deduct the position with
respect to which the option to exercise the Rights for Restricted ADSs has been
elected from the DTC Participant's holdings under the Company's ADS CUSIP
453142101, temporarily credit the position to an account maintained on behalf of
Citibank, and indicate that movement in the DTC Participant's account under the
Company's ADS contra-CUSIP 453991663 . DTC will return this position to the
Participant's account under the base CUSIP number upon instructions from
Citibank once the proceeds from the sale of the Rights not exercised by ADS
holders have been distributed pro rata to the holders of ADSs who did not elect
to exercise the Rights for Restricted ADSs or were not eligible for such option.
Inquiries regarding this process should be directed to Citibank, N.A., C/O
Computershare, Citibank Team - 3rd Floor, 525 Washington Blvd, Jersey City, NJ
07310, Attn: Jane Valdez, Phone: +1-201-222-4133. Please note that while the
ADSs are under the contra-CUSIP number the beneficial owner will not be able to
engage in any transactions with respect to such ADSs.
The ADS Holder Instruction Form, the Investor Letter of Representations, the
Form W-9 and the DTC Participant Instruction Form must be received no later than
3:00 pm on June 4, 2008 by Citibank at the following address:
Exh. C-14
Citibank, N.A.
C/O Computershare
Citibank Team - 3rd Floor
525 Washington Blvd
Jersey City, NJ 07310
Attn: Jane Valdez
Phone: +1-201-222-4133
Payment of the Total Payment Due (as defined below) must be received no later
than 3:00 pm on June 4, 2008 by Citibank and may be made in the form of
certified checks payable to "Citibank, N.A." or by wire transfer in accordance
with the following instructions. You should follow standard practice to ensure
that the amounts transferred are received and identifiable. The specific
information required for transmission to Citibank of the Total Payment Due is
listed below.
ABA No.: 021000089
Bank Name: Citibank N.A.
Account No.: 3685-8172
Reference: Imperial Tobacco Rights
Bank Address: 388 Greenwich St.
Bank Contact Person: Mr. Mark Gherzo
Contact Phone No.: +1 212 816-6657
Contact E-mail: mark.gherzo@citi.com
The Total Payment Due shall comprise payment of (a) the U.S. dollar equivalent
of the Subscription Price per New Share that you instruct Citibank to subscribe
for on your behalf, (b) the Currency Adjustment Amount (as defined below), (c)
the U.K. Stamp duty reserve tax of 1.5% of the U.S. dollar equivalent of the
Subscription Price per New Share to be represented by Restricted ADSs, and (d)
an administrative fee equal to $3.00 per 100 Restricted ADSs to be issued. The
Total Payment Due is payable in U.S. dollars only.
For purposes hereof, the Currency Adjustment Amount shall mean five percent (5%)
of the U.S. dollar equivalent of the Subscription Price per New Share that you
instruct Citibank to subscribe for on your behalf. The Currency Adjustment
Amount is intended to provide for the effects of possible fluctuations in the
U.S. dollar - U.K. pound sterling exchange rate between May 19, 2008, the date
on which the U.S. dollar equivalent of the Subscription Price in U.K. pound
sterling was determined, and June 5, 2008 or such other date on which Citibank
will purchase in the market and will pay for the exercise of the Rights you
instruct Citibank to exercise on your behalf. The Currency Adjustment Amount is
refundable to the extent it exceeds the costs of Citibank incurred in obtaining
U.K. pound sterling in the market. The refundable amount, if any, is anticipated
to be refunded to you on or about June 18, 2008. Any refundable amount will be
distributed to by check through your custodian at the address listed in
paragraph 3 of the ADS Instruction Form attached hereto as Annex A.
Exh. C-15
In the event the Currency Adjustment Amount is insufficient to cover the costs
of purchasing the relevant amount of U.K. pound sterling in the market on the
date Citibank purchases U.K. pound sterling, Citibank will request from you and
you must provide a payment of the additional amount to cover the difference
between the Currency Adjustment Amount and the amount necessary to purchase UK
pound sterling at the then prevailing exchange rate.
If payment of the Total Payment Due is not received in full by 3:00 pm, New York
City time, on June 4, 2008, Citibank will not accept your instructions with
respect to the Rights to which you are entitled. Instructions to Citibank to
exercise Rights on your behalf contained in a duly executed ADS Holder
Instruction Form accepted by Citibank will be irrevocable.
As a Qualifying Investor holding ADSs, you cannot exercise the Rights to which
you are entitled directly (i.e., without giving instructions to Citibank). Your
Rights will only be exercisable indirectly through Citibank.
4. ADS Expiration Date
The ADS Expiration Date is 3:00 pm on June 4, 2008. If your ADS Holder
Instruction Form, Investor Letter of Representations, Form W-9 and, if
applicable, DTC Participant Instruction Form have not been received or if your
Total Payment Due is not received in full, in either case, by 3:00 pm on June 4,
2008, Citibank will not accept your instructions with respect to the Rights to
which you are entitled. Citibank has discretion to refuse improperly completed
or unexecuted documents. If you have further questions about the required
documentation or payment, you may call Jane Valdez at Computershare at
+1-201-222-4133.
5. Unexercised Rights
If you do not validly exercise any or all of the Rights by taking the actions
described in Section 3 above, Citibank will use commercially reasonable efforts
to sell such unexercised Rights, together with all other Rights made available
to the holders of the Company's ADSs who are not eligible to participate in the
Rights Offering or choose not to do so and distribute your pro rata share of the
proceeds, if any, of the sale of the Rights to you in accordance with the terms
and conditions of the Deposit Agreement. You will not be entitled to cash
proceeds with respect to Rights that you have elected to exercise.
Exh. C-16
6. Restricted ADSs
If you exercise any of the Rights made available to you, you will receive your
New Shares in the form of restricted ADSs (the "Restricted ADSs") issued under
the Deposit Agreement. The form of the Amended and Restated Deposit Agreement
and the Restricted Side Letter are available upon request from the Company. For
a full description of the ADSs of the Company see the Company's Annual Report on
Form 20-F, filed with the Securities and Exchange Commission on November 30,
2007.
The Restricted ADSs differ from the ADSs in certain respects. These differences
include, among other things, the following:
Listing: The Restricted ADSs are not listed on any securities exchange or
trading system in the United States.
CUSIP Number: The CUSIP number for the Restricted ADSs is : 453142R94.
Deposits: No Shares which are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act ("Restricted Shares") will be accepted for
deposit into the ADR facility for the issuance of Restricted ADSs after the
deposit made in respect of the Rights Offering, except for deposits of Shares by
the Company in connection with distributions of Restricted Shares or rights to
acquire additional Restricted Shares to the Company's existing shareholders.
Ownership: The Restricted ADSs will be issued initially only to investors who
are reasonably believed to be Qualifying Investors and may, after issuance, be
sold or otherwise transferred only on the terms described below.
The Restricted ADSs will be in uncertificated form. The books of the Depositary
will identify the Restricted ADSs as "restricted" and will contain a "stop
transfer" notation to that effect. The account statement which will be sent to
Restricted ADS holders by the Depositary upon the issuance of the Restricted
ADSs will contain a statement to the effect that the Restricted ADSs are subject
to restrictions on transfer and cancellation described in the Restricted Side
Letter and will include the following legend:
THE RESTRICTED AMERICAN DEPOSITARY SHARES ("RESTRICTED ADSs") CREDITED TO
YOUR ACCOUNT AND THE UNDERLYING RESTRICTED SHARES ("RESTRICTED SHARES") OF THE
COMPANY ARE SUBJECT TO THE TERMS OF THE LETTER AGREEMENT, DATED AS OF MAY [__],
2008 (THE "RESTRICTED LETTER AGREEMENT"), THE UNCERTIFICATED LETTER AGREEMENT,
DATED AS OF SEPTEMBER 21, 2007 (THE "UNCERTIFICATED LETTER AGREEMENT" AND
TOGETHER WITH THE RESTRICTED LETTER AGREEMENT, THE "LETTER AGREEMENTS") AND THE
DEPOSIT AGREEMENT, DATED AS OF NOVEMBER 2, 1998, AS AMENDED AND SUPPLEMENTED (AS
SO AMENDED AND SUPPLEMENTED, THE "DEPOSIT AGREEMENT"). ALL TERMS USED BUT NOT
OTHERWISE DEFINED HEREIN SHALL, UNLESS OTHERWISE SPECIFICALLY DESIGNATED HEREIN,
HAVE THE MEANING GIVEN TO SUCH TERMS IN THE RESTRICTED LETTER AGREEMENT, OR IF
NOT DEFINED THEREIN, IN THE DEPOSIT AGREEMENT.
Exh. C-17
HOLDERS AND BENEFICIAL OWNERS OF THE RESTRICTED ADSs BY ACCEPTING AND
HOLDING THE RESTRICTED ADSs, AND ANY INTEREST THEREIN, SHALL BE BOUND BY THE
TERMS OF THE DEPOSIT AGREEMENT AND THE LETTER AGREEMENTS. AT THE TIME OF
ISSUANCE, THE RESTRICTED ADSs HAD NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN A TRANSACTION
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. UNLESS
A REGISTRATION STATEMENT IS EFFECTIVE WITH RESPECT TO THESE SECURITIES, AS A
CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, EACH OF THE DEPOSITARY
AND THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE DEPOSITARY AND THE COMPANY TO THE EFFECT THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.
PRIOR TO THE TRANSFER OF THE RESTRICTED ADSs, A HOLDER OF RESTRICTED ADSs
WILL BE REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A CERTIFICATION
IN THE FORM ATTACHED TO THE RESTRICTED LETTER AGREEMENT. PRIOR TO THE WITHDRAWAL
OF THE RESTRICTED SHARES, A HOLDER OF RESTRICTED ADSs WILL BE REQUIRED TO
PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL CERTIFICATION IN THE
FORM ATTACHED TO THE RESTRICTED LETTER AGREEMENT. THE TRANSFER AND OTHER
RESTRICTIONS SET FORTH HEREIN AND IN THE LETTER AGREEMENT SHALL REMAIN
APPLICABLE WITH RESPECT TO THE RESTRICTED ADSs AND THE RESTRICTED SHARES UNTIL
SUCH TIME AS THE PROCEDURES SET FORTH IN THE RESTRICTED LETTER AGREEMENT FOR
REMOVAL OF RESTRICTIONS ARE SATISFIED. NEITHER THE COMPANY NOR THE DEPOSITARY
MAKES ANY REPRESENTATION AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE RESTRICTED SHARES OR THE
RESTRICTED ADSs. A COPY OF THE DEPOSIT AGREEMENT AND OF THE LETTER AGREEMENTS
MAY BE OBTAINED FROM THE DEPOSITARY OR THE COMPANY UPON REQUEST.
Segregation of Shares: Restricted Shares deposited with the custodian with
respect to Restricted ADSs shall be held separate and distinct from the
unrestricted Shares held under the Deposit Agreement.
Lack of Fungibility: The Restricted ADSs are not currently fungible with the
ADSs issued and outstanding under the Deposit Agreement. The Restricted ADSs
will not be fungible with the ADSs outstanding under the Deposit Agreement as
long as the Restricted ADSs and the Restricted Shares represented thereby are
"restricted securities" within the meaning of Rule 144(A)(3) under the
Securities Act or are otherwise subject to restrictions on transfer.
Exh. C-18
Withdrawal: The holders of Restricted ADSs will be able to request the
withdrawal of the Restricted Shares presented by their Restricted ADSs only upon
delivery to the Depositary of all documentation contemplated in the Deposit
Agreement and the Restricted Side Letter and payment of all applicable fees and
expenses of the Depositary.
Pre-Release: The Restricted Shares and Restricted ADSs shall not be eligible for
"pre-release" transactions.
In order to exercise any of the Rights to which you are entitled, you will be
required to, among other things, make the representations and warranties and
agree to abide by the restrictions set out in the Investor Letter of
Representations attached hereto as Annex B.
7. Fractional Restricted ADSs and New Shares
Citibank will not issue fractional Restricted ADSs and will not exercise Rights
for fractional New Shares. Consequently, you will be able to exercise only such
number of Rights which would result in a sufficient number of shares that will
equal one or more whole Restricted ADSs with respect to exercises for ADSs. You
will not be able to exercise Rights with respect to fractional ADS. Any Rights
not exercised or not capable of being exercised will be sold. See Section 5
"Unexercised Rights."
8. U.K. Stamp Duty and Stamp Duty Reserve Tax
If the New Shares are issued to a depositary receipt issuer (or its nominee) and
a depositary receipt is issued, a charge to U.K. stamp duty reserve tax will
arise at a rate of 1.5% on the Subscription Price of the New Shares. The person
liable and accountable for this charge is the depositary receipt issuer, if the
issuer is U.K. resident or has a U.K. branch. Where the depositary receipt
issuer has no such U.K. presence the nominee for the depositary receipt issuer
is liable for the charge. Consequently, your Total Payment Due will include a
stamp duty reserve tax charge equal to 1.5% of the U.S. dollar equivalent of the
Subscription Price per New Share to be represented by Restricted ADSs.
For additional information on United States and United Kingdom Taxation, see
Section 8 in Part VI of the Prospectus. The summary of Stamp Duty and Stamp Duty
Reserve Tax and the summary of United States and United Kingdom Taxation
appearing in the Prospectus is for general information purposes only. It does
not purport to be a comprehensive description of all of the tax considerations
that may be relevant to each holder's decision in regard to the Rights Offering,
the Rights, the New Shares, Shares, ADSs or Restricted ADSs. As these
disclosures are general summaries, prospective owners of Rights and Restricted
ADSs who are US holders are advised to consult their own tax advisers with
respect to the US federal, state and local tax consequences, as well as to
non-US tax consequences, of the acquisition, ownership and disposition of Rights
and Restricted ADSs applicable to their particular tax situations.
Exh. C-19
Sincerely
_______________________
Name: Matthew Phillips
Title: Company Secretary
If you have questions with regard to the foregoing, please contact:
Citibank, N.A.
C/O Computershare
Citibank Team - 3rd Floor
525 Washington Blvd
Jersey City, NJ 07310
Attn: Jane Valdez
Phone: +1-201-222-4133
Citigroup Global Lehman Brothers Morgan Stanley ABN AMRO
Markets Limited International 1 New York Plaza Incorporated
388 Greenwich (Europe) New York, New York 10028 55 East 52nd Street
Street 25 Bank Street Attn: Carlos Lopes New York, New York
New York, NY Canary Wharf Equity Syndicate 10055
10023 London E14 Operations Attn: John Stocks
Attn: Equity Attn: Sheree Fax: +1 212 404 Fax: +1 212 723 8831
Syndicate Downey and 9577
Operations Duncan Smith
Fax: +1 212 723 8831 Fax: +44 (0)20
7067 8446 and
+44 (0)20 7067
8200
Exh. C-20
ANNEX A
Beneficial Owner name1
Beneficial Owner name2/Address 1
Address 2
Address 3
Address 4
IMPERIAL TOBACCO GROUP PLC RIGHTS OFFERING
ADS HOLDER INSTRUCTION FORM
The undersigned holder of American Depositary Shares ("ADSs"), evidenced by
American Depositary Receipts ("ADRs") and representing ordinary shares, nominal
value of 10 pence per share (the "Existing Shares"), of Imperial Tobacco Group,
PLC (the "Company"), issued under the Amended and Restated Deposit Agreement,
dated as of November 2, 1998 (the "Amended and Restated Deposit Agreement") by
and among the Company, Citibank, N.A., as depositary ("Citibank"), and Holders
and Beneficial Owners from time to time of ADSs evidenced by ADRs issued
thereunder, as supplemented by that certain Uncertificated ADS Side Letter,
dated as of September 21, 2007 (the "Uncertificated ADS Side Letter"), by and
between the Company and Citibank and that certain Restricted Side Letter, dated
May 20, 2008, by and between the Company and Citibank (the "Restricted Side
Letter" and, together with the Uncertificated ADS Side Letter and the Amended
and Restated Deposit Agreement, the "Deposit Agreement"), hereby provides to
Citibank the following instructions in connection with (i) the one (1) for two
(2) rights offering of the Company (the "Rights Offering") of up to 338,741,960
new Shares (the "New Shares"), and (ii) the extension of the Rights Offering
through Citibank to certain holders of ADSs to be conducted by the Company
during the period from May 23, 2008 to June 4, 2008. For every two (2) ADSs
held, a Qualifying Investor may subscribe for two (2) New Shares evidenced by
one (1) Restricted ADSs. This ADS Holder Instruction Form and the Total Payment
Due (as defined herein) must be received by Citibank by 3:00 pm on June 4,
2008.*
None of the New Shares, the Restricted ADSs (as defined below) representing such
New Shares, or the Rights as defined below have been or will be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state of the United States. Accordingly, the New Shares
and the Restricted ADSs representing the New Shares subscribed for in the Rights
Offering by way of the following instructions to Citibank will be "restricted
securities" as defined in Rule 144(a)(3) under the Securities Act and will be
issued in the form of uncertificated restricted ADSs ("Restricted ADSs") under
the terms of the Deposit Agreement.
- ----------
* PLEASE NOTE: All instructions must be accompanied by a duly completed and
executed Investor Letter of Representations, a duly completed and executed
Form W-9 and a duly completed and executed DTC Participant Instruction
Form (all attached). If the holder of ADSs is unable, for any reason, to
provide a duly completed and executed Form W-9, such holder should contact
Citibank, N.A. C/O Computershare, Citibank Team - 3rd Floor, 525
Washington Blvd, Jersey City, NJ 07310, Attn: Jane Valdez, Phone:
201-222-4133 to determine whether any applicable additional documentation
is required. Payment of the Total Payment Due must be received with this
Instruction Form and prior to any exercise by the Depositary. EXERCISE OF
RIGHTS SHALL BE SUBJECT TO PAYMENTS OF ALL APPLICABLE STAMP DUTY RESERVE
OR OTHER APPLICABLE TAXES.
Exh. C-21
1. Please exercise the rights (the "Rights") with respect to the Shares
represented by ADSs owned by the beneficial owner named below as follows:
a) ADSs held as of the Record Date:
b) Maximum New Shares you may subscribe for
c) Total New Shares subscribed Must be divisible by 2
d) Restricted ADSs to be issued to beneficial holder (1.c) divided by 2
2. Calculation of Total Payment Due
a) US$ subscription price (1)per New Share 30.605
b) Total Amount due to Citibank (2.a) multiplied by (1.c)
A. Calculation of Total Payment Due
The following discussion summarizes the payments and charges
that will comprise the total payment due (the "Total Payment
Due") in connection with the execution by Citibank of the
instructions in this ADS Holder Instruction Form. The Total
Payment Due shall be payable in U.S. dollars only. The Total
Payment Due, described above, shall comprise payment of:
- ----------
(1) Subscription Price reflects the inclusion of the ADS administrative fee of
US$.03 per Restricted ADS (or US$.015 per New Share) issued and an
additional 6.5% of the US dollar equivalent of the Subscription Price per
Restricted ADS to reflect the Currency Adjustment Amount and the stamp
duty reserve tax of 1.5% of the Subscription Price per New Share
underlying the Restricted ADSs. The exchange rate used to calculate the US
dollar amount is the noon buying rate in New York City for cable transfers
in foreign currencies on May 19, 2008 as certified for customs purposes by
the Federal Reserve Bank of New York, expressed in U.S. dollars per
(pound)1.00.
Exh. C-22
(i) the subscription price per New Share equal to 1475 pence
per New Share subscribed or the U.S. dollar equivalent
equal to US$ 28.72 per New Share subscribed (based on
the U.S. dollar -U.K. pound sterling exchange rate(1) on
May 19, 2008 of US$1.9472 per (pound) 1.00) (the
"Subscription Price"); and
(ii) a currency adjustment amount (the "Currency Adjustment
Amount") equal to 5% of the U.S. dollar equivalent of
the Subscription Price per New Share must be included in
the Total Payment Due to provide for the effects of
possible fluctuations in the U.S. dollar - U.K. pound
sterling exchange rate between May 19, 2008, the date on
which the U.S. dollar equivalent of the Subscription
Price in U.K. pound sterling was determined, and June 5,
2008 or such other date on which Citibank will purchase
in the market and will pay for the exercise of the
Rights the undersigned holder instructs Citibank to
exercise on its behalf. This Currency Adjustment Amount
is refundable to the extent it exceeds the costs of
Citibank incurred in obtaining U.K. pound sterling in
the market. The refundable amount, if any, is
anticipated to be refunded to you on or about June 18,
2008. Any refundable amount will be distributed to you
by check through your custodian at the address set forth
in 3 below. In the event the Currency Adjustment Amount
is insufficient to cover the costs of purchasing the
relevant amount of U.K. pound sterling in the market on
the date Citibank purchases U.K. pound sterling,
Citibank will request from the undersigned holder and
the undersigned holder must provide a payment of the
additional amount to cover the difference between the
Currency Adjustment Amount and the amount necessary to
purchase U.K. pound sterling at the prevailing exchange
rate.
(iii) A U.K. stamp duty reserve tax equal to 1.5% of the U.S.
dollar equivalent of the Subscription Price per New
Share to be represented by Restricted ADSs; and
(iv) An administrative fee of up to $3.00 per 100 new
Restricted ADSs to be issued to represent New Shares.
B. Payment Instructions
Payment of the Total Payment Due set forth above may be made
in the form of certified checks payable to "Citibank, N.A." or
by wire transfer in accordance with the following
instructions:
ABA No.: 021000089
Bank Name: Citibank, N.A.
Account No.: 3685-8172
- ----------
(1) The exchange rate is the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the
Federal Reserve Bank of New York, expressed in U.S. dollars per
(pound)1.00.
Exh. C-23
Reference: Imperial Tobacco Rights
Bank Address: 388 Greenwich Street
Bank Contact Person: Mr. Mark Gherzo
Contact Phone No.: +1 212 816 6657
Contact E-mail: Mark.gherzo @citi.com
Deliveries of this ADS Holder Instruction Form and of payment of the Total
Payment Due (if made in the form of certified checks) must be forwarded to:
Citibank, N.A. C/O Computershare, Citibank Team - 3rd Floor, 525 Washington
Blvd, Jersey City, NJ 07310, Attn: Jane Valdez, Phone: +1-201-222-4133 no later
than 3:00 pm, New York City time, on June 4, 2008.
3. DTC Information (if applicable)
The following are the account details for the undersigned beneficial owner
of ADSs and the contact details for the undersigned's custodian:
(a) the DTC participant name (the "DTC Participant"):_____________________
(b) Beneficial Owner's Account Number:____________________________________
(c) Name of Beneficial Owner on Account at DTC:___________________________
(c) the DTC Participant number: __________________________________________
(d) a contact at the DTC Participant: ____________________________________
(e) telephone number of contact: _________________________________________
(f) email address of contact: ____________________________________________
(g) address of contact: __________________________________________________
4. Please register the Restricted ADSs on the books and records of the
Depositary to be issued under the Deposit Agreement in accordance with the
following instructions:
- --------------------------------------------------------------------------------
REGISTRATION INSTRUCTIONS FOR
RESTRICTED ADSs
- --------------------------------------------------------------------------------
Exh. C-24
- --------------------------------------------------------------------------------
Name and address of Beneficial Owner:
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
- --------------------------------------------------------------------------------
Exh. C-25
Authorized this _____ day of _________, 2008
Medallion Guarantee required:
- --------------------------------------
Authorized Signer of Beneficial Owner
Name: _______________________________ _____________________________
Exh. C-26
ANNEX B
INVESTOR LETTER OF REPRESENTATION
Imperial Tobacco Group PLC
Exh. C-27
INVESTMENT LETTER
Imperial Tobacco Group PLC
_____________ __, 2008
Please facsimile (and then send the original of) this INVESTMENT LETTER to one
of the following facsimile numbers and addresses:
Facsimile: John Stocks at ABN AMRO Incorporated on +1 212 409 7269
or
Carlos Lopes at Morgan Stanley on +1 212 404 9577
or
ECM Syndicate Desk at Citigroup Global Markets Inc. on +1 212 723 8831
or
Sheree Downey at Lehman Brothers Inc., c/o Lehman Brothers
International (Europe) on +44 (0)20 7067 8446 and Duncan Smith at Lehman
Brothers Inc., c/o Lehman Brothers International (Europe) on +44 (0)20 7067 8200
Imperial Tobacco Group PLC
c/o John Stocks
Director, Corporate Broker & US ECM
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
or
Carlos Lopes
Equity Syndicate Operations
Morgan Stanley
1 New York Plaza
New York, New York 10004
or
ECM Syndicate Desk
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10028
or
Sheree Downey
Lehman Brothers Inc.
c/o Lehman Brothers International (Europe)
25 Bank Street
London E14 5LE
and
Duncan Smith
Lehman Brothers Inc.
c/o Lehman Brothers International (Europe)
25 Bank Street
London E14 5LE
and
Exh. C-28
Citibank, N.A.
c/o Computershare
Citibank Team - 3rd Floor
Attn: Jane Valdez
525 Washington Blvd.
Jersey City, New Jersey 07310
Ladies and Gentlemen:
In connection with our intention to subscribe for new ordinary shares of 10
pence each (the "Ordinary Shares", which term, to the extent applicable, shall
be deemed include Restricted ADSs (as defined below)) in the capital of Imperial
Tobacco Group PLC (the "Company") whether (A) by exercising (or causing the
Depositary (as defined below) to exercise) pre-emptive rights (the "Rights",
which term shall be deemed to include any entitlements represented by
provisional allotment letters ("PALs") as well as nil-paid rights and fully-paid
rights) issued in the rights offering (the "Rights Offering") and attributed to
us or (B) by purchasing new Ordinary Shares in the subsequent placement (the
"Placement" and, together with the Rights Offering, the "Offerings") of any new
Ordinary Shares that were not subscribed for in the Rights Offering, and for the
express benefit of the Company, the underwriters to the Offerings and Citibank,
N.A., as depositary (the "Depositary") under the Amended and Restated Deposit
Agreement, dated as of November 2, 1998 (the "Amended and Restated Deposit
Agreement"), among the Company, the Depositary and all holders and beneficial
owners of American Depositary Shares evidenced by American Depositary Receipts
issued thereunder, as supplemented by that certain Uncertificated ADS Side
Letter dated as of September 21, 2007 (the "Uncertificated ADS Side Letter") and
that certain Restricted Side Letter, dated as of May 20, 2008 (the "Restricted
Side Letter" and together with the Amended and Restated Deposit Agreement and
the Uncertificated ADS Side Letter, the "Deposit Agreement") and with the
intention that the Company, the underwriters to the Offerings and the Depositary
rely hereon, we represent, warrant agree and confirm that:
(a) we understand and acknowledge that the Rights and new Ordinary Shares are
being offered in a transaction not involving any public offering in the
United States within the meaning of the United States Securities Act of
1933, as amended (the "Securities Act"), and that the Rights and the new
Ordinary Shares have not been and will not be registered under the
Securities Act or any state securities laws.
(b) we are (a) both an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act (a "Qualifying Investor") and (b) aware that any offer or
sale of the Rights and/or the new Ordinary Shares to us pursuant to the
Offerings will be made by way of a private placement in reliance on an
exemption from registration under the Securities Act;
(c) in the normal course of our business, we invest in or purchase securities
similar to the Rights and the new Ordinary Shares and (a) we have such
knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of an investment in the Rights
and/or new Ordinary Shares, (b) we are able to bear the economic risk of
an investment in the Rights and/or the new Ordinary Shares for an
indefinite period and (c) we have concluded on the basis of information
available to us that we are able to bear the risks associated with such
investment;
Exh. C-29
(d) we are purchasing the Rights and/or the new Ordinary Shares in the
Offerings (a) for our own account or for the account of one or more other
Qualifying Investors for which we are acting as duly authorized fiduciary
or agent or (b) for a discretionary account or accounts as to which we
have complete investment discretion and the authority to make these
representations, in either case, for investment purposes and not with a
view to distribution within the meaning of the Securities Act;
(e) we have received and read a copy of the Prospectus relating to the
Offerings, including the documents and information incorporated by
reference or deemed included therein, have had the opportunity to ask
questions of representatives of the Company concerning the Company, the
Offerings, the Rights and the new Ordinary Shares, and have made our own
investment decision to acquire the Rights and/or the new Ordinary Shares
in the Offerings on the basis of our own independent investigation and
appraisal of the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Offerings, the
Rights and the new Ordinary Shares;
(f) we acknowledge and agree that we have held and will hold the Prospectus
and any PAL in confidence, it being understood that this Prospectus and
any PAL that we have received or will receive are solely for our use and
that we have not duplicated, distributed, forwarded, transferred or
otherwise transmitted this Prospectus, any PAL or any other presentational
or other materials concerning the Offerings (including electronic copies
thereof) to any persons within the United States, and acknowledge and
agree that such materials shall not be duplicated, distributed, forwarded,
transferred or otherwise transmitted by it. We have made our own
assessment concerning the relevant tax, legal and other economic
considerations relevant to an investment in the Rights and new Ordinary
Shares.
(g) we acknowledge and agree that we have not acquired the Rights and/or the
new Ordinary Shares in the Offerings as a result of any general
solicitation or general advertising, including advertisements, articles,
notices or other communications published in any newspaper, magazine or
similar media or broadcast over radio or television, or any seminar or
meeting whose attendees have been invited by general solicitation or
general advertising;
(h) we acknowledge and agree that the Rights and the new Ordinary Shares may
not be reoffered, sold, pledged or otherwise transferred, and that we will
not directly or indirectly reoffer, sell, pledge or otherwise transfer the
Rights or the new Ordinary Shares, except (a) in an offshore transaction
in accordance with Rule 904 of Regulation S under the Securities Act or
(b) with respect to the new Ordinary Shares only, pursuant to Rule 144 (if
available) upon delivery of an opinion of counsel reasonably satisfactory
to the Company (unless the delivery of such opinion is waived by the
Company); and that in each case, such offer, sale pledge or transfer must,
and will, be made in accordance with any applicable securities laws of any
state or other jurisdiction of the United States;
Exh. C-30
(i) we understand and acknowledge that no representation has been, or will be,
made by the Company or the underwriters to the Offerings as to the
availability of Rule 144 under the Securities Act or any other exemption
under the Securities Act or any state securities laws for the reoffer,
pledge or transfer of the new Ordinary Shares;
(j) we understand that Rights and the new Ordinary Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act
and that, for so long as they remain "restricted securities", the new
Ordinary Shares may not be deposited into any unrestricted depositary
facility established or maintained by a depositary bank, including the
current unrestricted American Depositary Receipt facility maintained by
the Depositary;
(k) if we were provided a PAL, we understand and acknowledge that the PALs
have not been and will not be registered under the Securities Act and we
will not sell or otherwise transfer a PAL in the United States and will
only sell or otherwise transfer or renounce a PAL in an offshore
transaction in accordance with Rule 904 of Regulation S under the
Securities Act;
(l) to the extent we have received or do receive a PAL, we understand and
acknowledge that it shall bear a legend substantially in the form below:
"THIS PROVISIONAL ALLOTMENT LETTER AND THE NEW ORDINARY SHARES OF IMPERIAL
TOBACCO GROUP PLC (THE "COMPANY") TO WHICH IT RELATES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. NEITHER THE NEW ORDINARY SHARES NOR THE PROVISIONAL
ALLOTMENT LETTERS MAY, SUBJECT TO CERTAIN EXCEPTIONS, BE OFFERED, SOLD,
TAKEN UP OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED
STATES OR ITS TERRITORIES OR POSSESSIONS."
(m) we understand and acknowledge that upon the initial issuance thereof, and
until such time as the same is no longer required under the Securities Act
or applicable state securities laws, the certificates representing the new
Ordinary Shares (other than Restricted ADSs which shall bear a similar
legend) (to the extent such new Ordinary Shares are in certificated form),
and all certificates issued in exchange therefore or in substitution
thereof, shall bear a legend substantially in the form below:
(n) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAW. BY ITS ACCEPTANCE OF THESE SECURITIES THE
PURCHASER REPRESENTS THAT IT IS BOTH AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) or (7) OF THE SECURITIES
ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND A QUALIFIED INSTITUTIONAL
BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND THAT IT
Exh. C-31
IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER
PURCHASERS WHO ARE BOTH INSTITUTIONAL ACCREDITED INVESTORS AND QIBs AND
AGREES (A) THAT THE SECURITIES ARE NOT BEING ACQUIRED WITH A VIEW TO
DISTRIBUTION AND ANY RESALE OF SUCH SECURITIES WILL BE MADE ONLY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S OR
PURSUANT TO RULE 144 (IF AVAILABLE) UPON DELIVERY OF AN OPINION OF US
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (UNLESS THE DELIVERY OF
SUCH OPINION IS WAIVED BY THE COMPANY) TO THE EFFECT THAT THE RESALE IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (B)
THAT SO LONG AS THE SHARES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144(A)(3) OF THE SECURITIES ACT, THEY MAY NOT BE DEPOSITED INTO
ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY.
A RESALE IN ACCORDANCE WITH RULE 904 OF THE SECURITIES ACT MAY INCLUDE A
TRANSACTION WHERE NO DIRECTED SELLING EFFORTS ARE MADE IN THE UNITED
STATES, THE OFFER IS NOT MADE TO A PERSON IN THE UNITED STATES AND EITHER
(A) AT THE TIME THE BUY ORDER IS ORIGINATED, THE BUYER IS OUTSIDE THE
UNITED STATES, OR THE SELLER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVE THAT THE BUYER IS OUTSIDE THE UNITED STATES, OR (B) THE
TRANSACTION IS EXECUTED IN, OR THROUGH THE FACILITIES OF THE LONDON STOCK
EXCHANGE AND NEITHER THE SELLER NOR ANY PERSON ACTING ON ITS BEHALF KNOWS
THAT THE TRANSACTION HAS BEEN PRE-ARRANGED WITH A BUYER IN THE UNITED
STATES";
(o) we understand and acknowledge that the Company may make notation on its
records or give instructions to the registrar and any transfer agent of
the Rights or the new Ordinary Shares and to the Depositary under its
American Depositary Receipt facility in order to implement the
restrictions on transfer set forth and described herein;
(p) none of the underwriters to the Offering, their affiliates, or persons
acting on its or their behalf have made any representation to us, express
or implied, with respect to the Company, the Offerings, the Rights or the
new Ordinary Shares, or the accuracy, completeness or adequacy of such
financial and other information concerning the Company, the Offerings, the
Rights and the new Ordinary Shares;
(q) we understand that the Prospectus relating to the Offerings has been
prepared in accordance with UK format and style, which differs from US
format and style. In particular, but without limitation, the financial
information contained In the Prospectus has been prepared in accordance
with UK generally accepted accounting principles or International
Financial Reporting Standards, and thus may not be comparable to financial
statements of US companies prepared in accordance with US generally
accepted accounting principles; and
Exh. C-32
(r) to the extent we receive new Ordinary Shares represented by American
Depositary Shares in the Offerings ("Restricted ADSs"), (i) we understand
that the Restricted ADSs to be delivered to us will be issued under the
terms of the Deposit Agreement, (ii) we agree to be bound by the terms of
the Deposit Agreement and by the terms of the legend set forth therein;
and (iii) we understand and agree that the Restricted ADSs issued to us
are not identical to or fungible with the ADSs issued under the terms of
the Deposit Agreement and as such, they may not, so long as such
Restricted ADSs are issued pursuant to the Deposit Agreement, be entitled
to all the rights and benefits of holders of ADSs under the Deposit
Agreement that are not Restricted ADSs.
We understand that the foregoing representations, warranties, agreements
and acknowledgements are required in connection with US and other
securities laws and that you and your respective affiliates, the
underwriters of the Offerings and their respective affiliates, and the
Depositary are entitled to rely on this letter and on the accuracy of the
representations, warranties, agreements and acknowledgements contained
herein, and you and your respective affiliates, the underwriters, and the
Depositary are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.
This letter shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to any contrary result
otherwise required by applicable conflict or choice of law rules.
Very truly yours,
By Institution: ______________________________
Signature: ______________________________
Name(s):
Title(s):
Institution's Address: ______________________________
______________________________
______________________________
______________________________
______________________________
Daytime Telephone Number ______________________________
(including area code):
Exh. C-33
- --------------------------------------------------------------------------------
(Please note that this INVESTMENT LETTER does not represent an order to
subscribe for Ordinary Shares of the Company by exercising your Rights.)
(To subscribe for new Ordinary Shares by exercising your Rights, please contact
your custodian.)
- --------------------------------------------------------------------------------
Exh. C-34
ANNEX C
FORM W-9 AND GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON FORM W-9
Exh. C-35
Exh. C-36
Exh. C-37
Exh. C-38
ANNEX D
DTC PARTICIPANT'S LETTERHEAD
______________, 2008
The Depository Trust Company
55 Water St. - 50th Floor
New York, New York 10041
Re: Imperial Tobacco Group, PLC Base CUSIP __________
DTC Participant Account #:____________________
Number of ADSs ___________________
To Whom it May Concern:
In order to enable the beneficial owner(s) of the above referenced Imperial
Tobacco Group, PLC American Depositary Shares (the "ADSs"), each representing
two (2) ordinary shares, nominal value 10 pence per share of Imperial Tobacco
Group, PLC (the "Shares") issued pursuant to the Amended and Restated Deposit
Agreement, dated November 2, 1998, by and among Citibank, N.A. ("Citibank"),
Imperial Tobacco Group, PLC and the holders and beneficial owners from time to
time of ADSs evidenced by American Depositary Receipts issued thereunder (the
"Deposit Agreement") to participate in the one (1) for two (2) rights offering
of Shares, please take the following action:
Deliver the number of ADSs referenced above (the "Deposited ADSs") from
the undersigned's above referenced account to contra CUSIP number
453991663 maintained with you for this purpose by Citibank as depositary
under the Deposit Agreement until Citibank instructs you to return the
Deposited ADSs to the undersigned's above referenced account.
The undersigned certifies to you that the Deposited ADSs were on May 23, 2008,
and are on the date hereof, on deposit in the undersigned's above-referenced
account.
Very truly yours,
__________________________
(Print Participant's Name)
__________________________
(Signature) and (Medallion stamp)
__________________________
(Print Name)
__________________________
(Title)
Exh. C-39
Exhibit B
Form of Certification of Persons Presenting
Ordinary Shares of Imperial Tobacco Group PLC
for Deposit Under the Deposit Agreement(1)
Citibank, N.A., as Depositary
ADR Department
388 Greenwich Street
New York, New York 10013
Re: Imperial Tobacco Group PLC
We refer to the Amended and Restated Deposit Agreement, dated as of
November 2, 1998, (the "Amended and Restated Deposit Agreement"), by and among
Imperial Tobacco Group PLC, a public limited company organized and existing
under the laws of England (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and the Holders and Beneficial Owners (as such terms are defined
in the Amended and Restated Deposit Agreement) from time to time of American
Depositary Shares (the "ADSs") evidenced by American Depositary Receipts (the
"ADRs") issued thereunder, as supplemented by that certain Uncertificated ADS
Letter Agreement, dated as of September 21, 2007 (the "Uncertificated ADS Letter
Agreement") and that certain Restricted Letter Agreement, dated as of May 20,
2008 (the "Restricted Letter Agreement, and together with the Amended and
Restated Deposit Agreement and the Uncertificated Letter Agreement, the "Deposit
Agreement"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Deposit Agreement.
This Certification and Agreement is furnished pursuant to the
Deposit Agreement in connection with the deposit of Shares and request for
issuance of ADSs pursuant to:
PLEASE CHECK THE APPROPRIATE BOX
|_| Section 2.02 of the Deposit Agreement (deposit of Shares against
issuance of ADSs)
OR
|_| Section 5.10 of the Deposit Agreement (issuance of ADSs against
deposit of Shares in connection with a Pre-Release Transaction).
We hereby certify that:
(i) we are not the Company or an Affiliate (as such term is defined in
Regulation C under the United States Securities Act of 1933, as amended (the
"Securities Act") of the Company and that, if we are acting on behalf of another
- ----------
(1) To be delivered to the Depositary in connection with every (i) deposit under
ss. 2.02 of the Deposit Agreement and (ii) application for a Pre-Release
Transaction under ss. 5.10 of the Deposit Agreement, for the period beginning on
June 12, 2008 through and including July 22, 2008.
Exh. C-40
person, such person is not the Company and has confirmed to us that it is not an
Affiliate of the Company and that it is not acting on behalf of the Company or
an Affiliate of the Company;
AND
(ii) we acquired the Shares presented for deposit herewith prior to June
12, 2008, or if we are acting on behalf of another person, such person acquired
the Shares presented for deposit herewith prior to June 12, 2008, and the Shares
presented for deposit herewith are not and, upon deposit, shall not be
Restricted Securities;
OR,
(iii) although the Shares presented for deposit were not acquired prior to
June 12, 2008,
(a) we did NOT acquire the Shares presented for deposit herewith in
connection with the exercise of rights to acquire Shares issued by the Company
in a rights offering (the "Rights Offering") not registered under the Securities
Act as described in the Prospectus, dated May 20, 2008, or, if we are acting on
behalf of another person, such person did NOT acquire the Shares presented for
deposit herewith in the Rights Offering;
AND
(b) we have no reason to believe, after reasonable inquiry, that the
Shares presented for deposit herewith were acquired in the Rights Offering, or,
if we are acting on behalf of another person, such person has no reason to
believe, after reasonable inquiry, that the Shares presented for deposit
herewith were acquired in the Rights Offering;
AND
(c) the Shares presented for deposit herewith are not and, upon deposit,
shall not be Restricted Securities.
Very truly yours,
___________________________________
[NAME OF CERTIFYING ENTITY]
By: ________________________________
Name:
Title:
Dated:
Exh. C-41
EXHIBIT D
to
Letter Agreement, dated as of May 20, 2008
(the "Letter Agreement"), by and between
Imperial Tobacco Group PLC
and
Citibank, N.A.
_____________________
DTC Participant Instruction Form
_____________________
Exh. D-1
DTC PARTICIPANT'S LETTERHEAD
______________, 2008
The Depository Trust Company
55 Water St. - 50th Floor
New York, New York 10041
Re: Imperial Tobacco Group, PLC Base CUSIP __________
DTC Participant Account #:____________________
Number of ADSs ___________________
To Whom it May Concern:
In order to enable the beneficial owner(s) of the above referenced Imperial
Tobacco Group, PLC American Depositary Shares (the "ADSs"), each representing
two (2) ordinary shares, nominal value 10 pence per share of Imperial Tobacco
Group, PLC (the "Shares") issued pursuant to the Amended and Restated Deposit
Agreement, dated November 2, 1998, by and among Citibank, N.A. ("Citibank"),
Imperial Tobacco Group, PLC and the holders and beneficial owners from time to
time of ADSs evidenced by American Depositary Receipts issued thereunder (the
"Deposit Agreement") to participate in the ____ (__) for ____ (__) rights
offering of Shares, please take the following action:
Deliver the number of ADSs referenced above (the "Deposited ADSs") from
the undersigned's above referenced account to contra CUSIP number
453991663 maintained with you for this purpose by Citibank as depositary
under the Deposit Agreement until Citibank instructs you to return the
Deposited ADSs to the undersigned's above referenced account.
The undersigned certifies to you that the Deposited ADSs were on May 23, 2008,
and are on the date hereof, on deposit in the undersigned's above-referenced
account.
Very truly yours,
__________________________
(Print Participant's Name)
__________________________
(Signature) and (Medallion stamp)
__________________________
(Print Name)
__________________________
(Title)
Exh. D-2
EXHIBIT E
to
Letter Agreement, dated as of May 20, 2008
(the "Letter Agreement"), by and between
Imperial Tobacco Group PLC
and
Citibank, N.A.
_____________________
WITHDRAWAL CERTIFICATION
_____________________
_______________, ____
Citibank, N.A.,
as Depositary
ADR Department
111 Wall Street
New York, New York 10043
Imperial Tobacco Group PLC (Cusip # 453142R94)
Dear Sirs:
Reference is hereby made to (i) the Amended and Restated Deposit
Agreement, dated as of November 2, 1998 (the "Deposit Agreement"), by and among
Imperial Tobacco Group PLC (the "Company"), Citibank, N.A., as Depositary (the
"Depositary"), and the Holders and Beneficial Owners of American Depositary
Shares (the "ADSs") evidenced by American Depositary Receipts issued thereunder,
(ii) the Letter Agreement, dated as of September 21, 2007 (the "Uncertificated
ADS Letter Agreement"), by and between the Company and the Depositary and (iii)
the Letter Agreement, dated May __, 2008, (the "Restricted Letter Agreement"),
by and between the Company and the Depositary. Capitalized terms used but not
defined herein shall have the meanings given to them in the Deposit Agreement,
or, in the event so noted herein, in the Restricted Letter Agreement.
1. This Withdrawal Certification is being furnished in connection
with the withdrawal of Restricted Shares upon surrender of Restricted ADSs to
the Depositary.
2. We acknowledge, or, if we are acting for the account of another
person, such person has confirmed to us that it acknowledges, that the
Restricted ADSs and the Restricted Shares represented thereby have not been
registered under the Securities Act.
3. We certify that either (check one):
Exh. E-1
(a) ______ we have sold or otherwise transferred, or agreed to
sell or otherwise transfer and at or prior to the time of withdrawal
will have sold or otherwise transferred, the Restricted ADSs or the
Restricted Shares represented thereby to persons located outside the
United States (as defined in Regulation S under the Securities Act)
in an offshore transaction in accordance with Rule 904 of Regulation
S under the Securities Act provided that in connection with such
transfer, we have delivered or will deliver an opinion of U.S.
counsel reasonably satisfactory to the Depositary and the Company to
the effect that the transfer is exempt from the registration
requirements of the Securities Act, or
(b) ______ we have sold or otherwise transferred, or agreed to
sell or otherwise transfer and at or prior to the time of withdrawal
will have sold or otherwise transferred, the Restricted ADSs or the
Restricted Shares represented thereby in a transaction exempt from
registration pursuant to Rule 144 under the Securities Act, provided
that in connection with such transfer, we have delivered or will
deliver an opinion of U.S. counsel reasonably satisfactory to the
Depositary and the Company to the effect that the transfer is exempt
from the registration requirements of the Securities Act, or
(c) ______ we will be the beneficial owner of the Restricted
Shares upon withdrawal, and, accordingly, we agree that (x) we will
not offer, sell, pledge or otherwise transfer the Restricted Shares
except (A) in a transaction exempt from registration pursuant to
Rule 144 under the Securities Act, if available, (B) in an offshore
transaction (as defined in Regulation S under the Securities Act) to
persons other than U.S. Persons (as defined in Regulation S under
the Securities Act) in accordance with Rule 904 of Regulation S
under the Securities Act or (C) pursuant to an effective
registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any state of the
United States, and (y) we will not deposit or cause to be deposited
such Restricted Shares into any depositary receipt facility
established or maintained by a depositary bank (including any such
facility maintained by the Depositary), so long as such Restricted
Shares are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act.
The undersigned hereby instructs the Depositary to cancel the Restricted ADSs
specified below, to deliver the Shares represented thereby as specified below
and, if applicable, to issue to the undersigned a statement identifying the
number of Restricted ADSs held by the undersigned and not cancelled pursuant to
these instructions. The undersigned appoints the Depositary and any of its
authorized representatives as its attorney to take the actions contemplated
above on behalf of the undersigned.
Name of Owner: __________________________________
Social Security Number of Owner: __________________________________
Account Number of Owner: __________________________________
Exh. E-2
Number of Restricted ADSs to be cancelled: __________________________________
Delivery Information for delivery of Shares __________________________________
Represented by Restricted ADSs to be __________________________________
cancelled: __________________________________
Signature of Owner: __________________________________
(Identify Title if Acting in
Representative Capacity)
================================================================================
SIGNATURE GUARANTEE
Name of Firm Issuing Guarantee:_________________________________________________
Authorized Signature of Officer:________________________________________________
Title of Officer Signing This Guarantee:________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Dated:__________________________________________________________________________
================================================================================
Very truly yours,
By:
------------------------------------
Name:
Title:
Date:
Exh. E-3
EXHIBIT F
_____________________
RESALE CERTIFICATION AND INSTRUCTION LETTER
_____________________
Citibank, N.A., as Depositary
111 Wall Street, 15th Floor/Zone 8
New York, New York 10043
Attn.: Broker Services
Imperial Tobacco Group PLC (Cusip No.: 453142R94)
Dear Sirs:
Reference is hereby made to (i) the Deposit Agreement, dated as of
November 2, 1998, the "Deposit Agreement"), by and among Imperial Tobacco Group
PLC, a company organized and existing under the laws of England (the "Company"),
Citibank, N.A., as Depositary (the "Depositary"), and all Holders from time to
time of American Depositary Shares (the "ADSs") evidenced by American Depositary
Receipts ("ADRs") issued thereunder, (ii) the Letter Agreement, dated as of
September 21, 2007 (the "Uncertificated ADS Letter Agreement"), by and between
the Company and the Depositary and (iii) the Restricted Letter Agreement, dated
as of May __, 2008, by and between the Company and the Depositary. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Deposit Agreement, or, in the event so noted herein, in the Restricted Letter
Agreement.
This Resale Certification is being provided in connection with our
request to the Depositary to transfer the Restricted ADSs specified below (CUSIP
No.: 453142R94) registered in the name of the undersigned or the undersigned's
designee in the form of freely transferable ADSs in connection with our sale of
such ADSs in a transaction exempt from registration under the Securities Act or
covered by a Registration Statement (the "Sale").
The undersigned certifies that (please check appropriate box below):
* |_| Sale Pursuant to Resale Registration Statement: (x) the Sale
pursuant to which its Restricted ADSs are being sold is covered by a
registration statement under the Securities Act that has been declared effective
by the Commission and is currently in effect, (y) the ADSs to be delivered upon
such sale are not "Restricted Securities" and (z) the undersigned has satisfied
all applicable prospectus delivery requirements under the Securities Act.
- ----------
* The Company may have delivered the requisite opinion of counsel to cover
this transaction to the Depositary.
Exh. F-1
OR
* |_| Sale Exempt from Registration (Post Six Months Sales only):
the Restricted ADSs to be transferred and the Restricted Shares represented
thereby are not (x) held by an affiliate of the Company or a person who has been
an affiliate of the Company during the preceding three months, (y) at least six
months has elapsed since the Restricted Shares represented by such Restricted
ADSs were acquired from the Company or an affiliate of the Company, and (z) the
Company is, and has been for a period of at least 90 days immediately prior to
the sale, subject to the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed
all required reports under Sections 13 and 15(d) of the Exchange Act (as
applicable) during the 12 months preceding the sale (other than Form 8-K
reports),
OR
* |_| Sale Exempt from Registration (Post One Year Sales only): the
Restricted ADSs to be transferred and the Restricted Shares represented thereby
are not (x) held by an affiliate of the Company or a person who has been an
affiliate of the Company during the preceding three months, and (y) at least one
year has elapsed since the Restricted Shares represented by such Restricted ADSs
were acquired from the Company or an affiliate of the Company,
OR
**|_| Sale Exempt from Registration (Sales other than Post Six
Months Sales or Post One Year Sales): the Restricted ADSs to be transferred and
the Restricted Shares represented thereby are being transferred in a transaction
exempt from registration under the Securities Act and the ADSs to be delivered
upon transfer are not "Restricted Securities".
The undersigned hereby requests that the Depositary: debit from the
undersigned's account specified below, for the issuance of unrestricted ADSs,
the following number of Restricted ADSs:
__________________________________________
Restricted ADSs (CUSIP No.: 453142R94), and
(ii) following the debit of the Restricted ADSs as contemplated in (i) above,
issue and deliver "free" the following number of ADSs:
____________________________
(CUSIP No.: 453142101)
to the person(s) identified below:
- ----------
** The delivery of the requisite opinion of counsel to cover this transaction
is the responsibility of the selling Restricted ADS holder.
Exh. F-2
1. If ADSs are to be issued and delivered by means of book-entry transfer
to the DTC account of the undersigned:
Name of DTC Participant acting for
undersigned:
DTC Participant Account No.:
Account No. for undersigned at DTC
Participant (f/b/o information):
Onward Delivery Instructions of undersigned:
Contact person at DTC Participant:
Daytime telephone number of contact person at
DTC Participant:
2. If ADSs are to be issued delivered in the form of Uncertificated ADSs
or in the form of an ADR:
Name of Purchaser:
Street Address:
City, State, and Country:
Nationality:
Social Security or Tax Identification
Number:
The undersigned hereby instructs the Depositary to cancel the
Restricted ADSs to be transferred to the purchaser pursuant to the Sale and, if
applicable, to issue to the undersigned a statement identifying the number of
Restricted ADSs held by the undersigned and not transferred pursuant to the
Sale. The undersigned irrevocably appoints the Depositary and any of its
authorized representatives as its attorney to take the actions contemplated
above on behalf of the undersigned.
Name of Owner: ________________________________
Social Security Number of Owner: ________________________________
Account Number of Owner: ________________________________
Exh. F-3
Signature of Owner: ________________________________
(Identify Title if Acting
in Representative Capacity)
================================================================================
SIGNATURE GUARANTEE
Name of Firm Issuing Guarantee:_________________________________________________
Authorized Signature of Officer:________________________________________________
Title of Officer Signing This Guarantee:________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Dated:__________________________________________________________________________
================================================================================
Exh. F-4
