7.1 All information supplied by the Company to the Banks and/or the Auditors for the purposes of the Working Capital Report prepared by the Auditors in connection with the Rights Issue and in respect of any updates thereto, has been supplied to them in good faith; and such information was when supplied and remains true and accurate in all material respects and not misleading in any material respect, and no information has been withheld the absence of which would be reasonably likely to have affected the contents of the Working Capital Report.
7.2 The Working Capital Report has been approved by the Directors or a duly authorised committee thereof and the liquidity and funding and regulatory capital projections contained in the Working Capital Report have been made after due and careful enquiry and consideration, all statements of fact therein are true and accurate and not misleading in any material respect, all expressions of opinion, intention or expectation contained therein will be made on reasonable grounds after due and careful enquiry and consideration and honestly held by the Directors and fairly based, there will be no other facts known or which could on reasonable enquiry have been known to the Company on the date of the Working Capital Report or the date of the Prospectus or at Admission, the omission of which would make any such statement or expression in the Working Capital Report misleading in any material respect, all the bases and assumptions on which the Working Capital Report is based are reasonable and, so far as the Company is aware, there are no other assumptions on which the Working Capital Report ought to have been based which were not made.
7.3 So far as the Company is aware, after taking into account existing available bank and other facilities, the Exchange Offers and the net proceeds of the Rights Issue, the Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this Agreement and the Prospectus.
8. Guarantees, indemnities, borrowings and default
8.1 Save for (i) guarantees or indemnities given by any Group company in the ordinary course of business and (ii) any indemnities given by the Company to the Banks, no Group company has given or has agreed to give any guarantee or indemnity or similar obligation in favour of a third party and no Group company has any current or known future liability, howsoever arising except for any guarantees, indemnities, similar obligations or liabilities that, either singly or in the aggregate, would not result in a Material Adverse Effect.
8.2 No event has occurred nor have any circumstances arisen (and the making and completion of the Rights Issue, the Share Capital Subdivision and the allotment and issue of the New Shares will not give rise to any such event or circumstance) so that any person is or would be entitled, or could, with the giving of notice or lapse of time or the fulfilment of any condition or the making of any determination, become entitled, to require repayment before its stated maturity of, or to take any step to enforce any security for, any indebtedness of any member of the Group which is material in the context of the Group’s borrowings or working capital projections and no person to whom any indebtedness, which is material in the context of the Group’s borrowings, is payable on demand has demanded or threatened to demand repayment of, or taken or threatened to take any step to enforce any guarantee, indemnity or other security for, the same.
8.3 There are no companies, undertakings, partnerships or joint ventures in existence in which any Group company has an ownership interest but whose results are not consolidated with the results of the Group, but whose default would affect the indebtedness or increase the contingent liabilities of the Group in any material respect.
8.4 No event or circumstance exists, has occurred or arisen or, so far as the Company is aware, is about to occur which constitutes or results in, or would with the giving of notice and/or lapse of time and/or the making of a relevant determination, constitute, or result in, termination of or a default or the acceleration or breach of any obligation under any agreement, instrument or arrangement to which any Group company is a party or by which any such Group company or any of its properties, revenues or assets are bound, which event or circumstance would, either singly or in the aggregate, result in a Material Adverse Effect.
9. Taxation
9.1 All material information, returns, computations and notices of the Group for tax purposes have been made for all purposes within the requisite period and on a proper basis and all such information, returns, computations and notices are up-to-date and correct in all material respects and, so far as the Directors of the Company are aware, are not the subject of any dispute between the Group, or claim against the Group, by HMRC or any other taxation authority which is or would be reasonably likely to be considered material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares and, so far as the Directors of the Company are aware, no enquiry has been raised by HMRC or any other taxation authority in respect of any member of the Group which is or would be reasonably likely to be material in the context of the Group.
9.2 No stamp duty or stamp duty reserve tax imposed under the law of the United Kingdom is payable in connection with the allotment, issue and delivery of the New Shares
by the Company in accordance with the terms of this Agreement or otherwise in connection with the Rights Issue, save for any stamp duty or stamp duty reserve tax payable under sections 67, 70, 93 or 96 of the Finance Act 1986 in relation to the issue of the New Shares and save that no warranty is given in respect of any of such shares or duty or taxes arising in respect of the allotment and issue of Excess Shares to subscribers nominated by the Underwriters pursuant to Clause 9.4(f).
10. Litigation
10.1 So far as the Company is aware, no Group company nor any of its officers or agents or employees is involved in relation to the affairs of any Group company, or has during the recent past (being not less than 12 months ending on the date of this Agreement) been involved in any civil, criminal, arbitration, administrative, governmental or other proceedings or governmental regulatory or similar investigation or enquiry in relation to the affairs of any Group company, whether as plaintiff, defendant or otherwise which, by itself or with other proceedings, would be, or is reasonably likely to be, material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
10.2 So far as the Company is aware, no litigation or arbitration, administrative, governmental, civil, criminal or other proceedings nor governmental, regulatory or similar investigation or enquiry are pending or have been threatened by or against any Group company or any of their respective officers, agents or employees in relation to the affairs of any Group company and, to the best of the knowledge, information and belief of the Company and the Directors, there are no facts or circumstances likely to give rise to any such litigation or arbitration, administrative, criminal, governmental, civil, or other proceedings or governmental, regulatory or similar investigation or enquiry, in each case, to an extent which, by itself or with other proceedings, which would be, or is reasonably likely to be, material in the context of the Rights Issue, underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
10.3 So far as the Company is aware, no Group company nor any of its officers or agents or employees in relation to the affairs of any Group company has been a party to any undertaking or assurance given to any court or governmental agency or the subject of any injunction which in any of the foregoing cases is still in force and which, by itself or with other proceedings, which would be, or is reasonably likely to be, material in the context of the Rights Issue, underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
10.4 For the purpose of this paragraph 10.4,proceedings includes any action by any governmental, public or regulatory authority (including any investment exchange or any authority or body which regulates investment business or takeovers or which is concerned with regulatory, licensing, competition, taxation matters or matters concerning Intellectual Property Rights).
11. Intellectual Property
11.1 Except to an extent that would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or
post-Admission dealings in the Ordinary Shares, the Group does not infringe the Intellectual Property Rights of any third party nor so far as the Company is aware does any third party infringe the Intellectual Property Rights owned or used by the Group.
11.2 All material Intellectual Property Rights used by the Group are either legally or beneficially owned by the Group in all material respects or are used under a licence and are not subject to any Adverse Interests to an extent that would or might (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
11.3 Save as would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, (i) all Intellectual Property Rights registered in the name of a Group company (if any) are beneficially owned by it and subsisting and if granted not subject to revocation and (ii) all requisite registration and renewal fees in respect thereof have been duly and timeously paid.
11.4 Save as would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, (i) all Intellectual Property Rights owned and used or reasonably likely to be used by the Group and capable of legal protection are subject to appropriate and enforceable protection (including, where reasonably appropriate, by registration), and (ii) so far as the Company is aware there is no restriction of the Group’s rights to use any Intellectual Property Rights owned by or licensed to the Company to engage in any of the activities presently or proposed to be undertaken by it.
12. Arrangements with directors and shareholders
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12.1 | |
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(a) | Other than the articles of association of the Company and any service agreement with a Director, the deeds of indemnity entered into between the Company and its directors and any contracts entered into in the ordinary course of business, there are no existing contracts or engagements or other arrangements to which any Group company is a party and in which any of the directors of any Group company and/or any associate of any of them is interested; and to the extent that any such contracts, engagements or other arrangements exist they comply with the related party requirements of the Listing Rules of the UK Listing Authority (or other relevant regulator); |
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(b) | other than HM Treasury, no Shareholder has any rights, in his capacity as such, in relation to the Company other than as set out in the articles of association of the Company; |
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(c) | the Company is not aware of any claim, demand or right of action against any Group company (otherwise than for accrued remuneration in accordance with their contracts of employment by any officer or employee (or former officer or employee) of the Group and/or any associate of them in any of the foregoing cases), other than any such claims, demands or rights of action which would not, either singly or in the aggregate, result in a Material Adverse Effect; |
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(d) | so far as the Company is aware, no Director nor any person connected with such Director nor any of the employees of the Group nor any person connected with any such employee is in breach of any restrictive covenant, employment agreement or contract for services which would, or would be reasonably likely to, affect the Company or any other Group company and so far as the Company is aware, there are no circumstances which would be reasonably likely to give rise to any claim of such a breach or any other dispute with any employer, former employer or other person for whom any Director or employee of the Group provides or has provided services, except for any such breach or dispute which, either singly or in the aggregate, would not result in a Material Adverse Effect; and |
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(e) | (i) no Director nor any director of any Group company has given notice of termination of his contract of employment, and (ii) no Director nor any director of any Group company has indicated an intention to resign except, in respect of (i) and (ii) above, where such notice of termination or notice of intention to resign would not result in a Material Adverse Effect. |
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12.2 | For the purpose of this paragraph 12,associate has the meaning: |
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(a) | in the case of an individual, given to “connected person” under section 256 of the Companies Act; and |
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(b) | in the case of a body corporate, given to “associated company” in sections 416et seq of the Income and Corporation Taxes Act 1988. |
13. Competition
13.1 No Group company is a party to (or is concerned in) any agreement, arrangement, concerted practice or course of conduct which infringes, or of which particulars have or should have been delivered to any relevant governmental or other authority in any jurisdiction under any relevant legislation in any territory regarding anti-competitive or restrictive trade or business practices or which falls within Articles 81 and/or 82 of the EC Treaty, or otherwise, in any of the foregoing cases to an extent that (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
13.2 No Group company is, or has been, in connection with its business or that of any other Group company, engaged in any practice which contravenes any such legislation as is referred to in the preceding paragraph or which is under investigation by any authority referred to in the preceding paragraph or which is the subject of undertakings to any such authority and, so far as the Company is aware, none of the practices carried on by any Group company contravenes or may contravene any such legislation or is reasonably likely to be subject to such investigation, in any of the foregoing cases to an extent that would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
14. INSURANCE
The Group is insured to adequate levels against all risks which the Company reasonably believes to be commonly insured against by persons carrying on the same or similar businesses as those carried on by the Group and against all risks against which the Group could reasonably be expected to insure in the particular circumstances of the businesses carried on by each Group company, all such insurances are in full force and effect and to the best knowledge, information and belief of the Company, there are no circumstances which could render any such insurances void or voidable and there is no material insurance claim, pending, threatened or outstanding against any Group company and all premiums due in respect of such insurances have been duly paid.
15. INFORMATION TECHNOLOGY
Save as otherwise would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares:
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(a) | systems used or planned to be used in connection with the businesses of the Group are all the systems required for the present needs of the business of the Group, including, without limitation, as to system capacity and ability to process current peak volumes and anticipated volumes in a timely manner; |
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(b) | in the 12 months prior to the date of this Agreement, the Group not suffered any failures or bugs in or breakdowns of any systems used in connection with the businesses of the Group which have caused any substantial disruption or interruption in or to its use and the Company is not aware of any fact or matter which may so disrupt or interrupt or affect the use of such equipment following the date of this Agreement on the same basis as it is presently used; |
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(c) | all hardware comprised in any systems, excluding any software and any external communications lines, used in the businesses of the Group are owned (except those items which are subject to finance leases) and operated by and are under the control of a Group company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the Group or (where governed by outsourcing or other similar arrangements) are otherwise openly accessible to the Group; and |
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(d) | each Group company is validly licensed to use the software used in its business. |
16. RATING
So far as the Company is aware, it has not received notice of any intended or potential downgrading of the rating assigned to any of the Company’s (or any other member of its Group’s) credit or debt by a ratings agency and (other than awareness of publicly known general market conditions and speculation) is not aware of a specific fact, circumstance or condition in respect of itself or any Group company from which or a combination of any of which, when considered in the context of current market conditions and speculation in the financial services sector, it could reasonably expect such a downgrade to be threatened or to
occur. So far as the Company is aware, no ratings agency has placed the Company or any Group company or any of the Company’s or any Group company’s debt on credit watch.
17. SHARE SCHEMES
17.1 The particulars of the employee schemes contained in the Prospectus or any Supplementary Prospectus and, in particular, the information as to the dates on which options or other rights may be exercised and the number of options or other rights granted (conditionally or otherwise) on or before the date of this Agreement are accurate in all material respects and not misleading in any material respect.
17.2 Save as otherwise would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, except for options or other rights granted under the Company’s approved share option schemes in accordance with normal practice, there are no arrangements which (contingently or otherwise) may give rise to an obligation on the Company or any Group company to allot, issue or grant any relevant securities as contemplated by section 549 of the Companies Act
18. PENSION SCHEMES
Save as otherwise would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, the Group is not paying, and is not under any liability (actual or contingent) to pay or secure (other than by payment of employers’ contributions under national insurance or social security legislation), any pension or other benefit on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service.
19. AGREEMENTS
Otherwise than arising as a result of ordinary course financing arrangements entered into by the Group and otherwise as would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, other than: (i) in accordance the registration rights agreement entered into between HM Treasury and the Company on 12 January 2009 and as amended and restated on 11 June 2009 and the resale rights agreement entered into between HM Treasury and the Company on 11 June 2009; (ii) in accordance with alternative cash settlement mechanisms or principal stock settlement features on capital instruments issued by members of the Group; or (iii) other than in respect of the Group’s obligations to the holders of Limited Voting Shares, there is no agreement, undertaking, instrument or arrangement requiring the creation, allotment, issue, redemption or repayment, or the grant to any person of the right (whether conditional or not) to require the allotment, issue, redemption or repayment, of any shares in the capital of a Group company (including, without limitation, an option or right of pre-emption or conversion).
20. INSOLVENCY
20.1 No Group company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is otherwise insolvent except where the inability to pay any such debt, or such insolvency would not result in a Material Adverse Effect.
20.2 No order has been made, petition presented or resolutions passed for the winding up of any Group company and no meeting has been convened for the purpose of winding up any such Group company that, in any such case, would, either singly or in the aggregate, result in a Material Adverse Effect. No such Group company has been a party to any transaction which could be avoided in a winding up where such avoidance would result in a Material Adverse Effect.
20.3 No steps have been taken for the appointment of an administrator or receiver (including an administrative receiver) of all or any part of the assets of any Group company that, either singly or in the aggregate, would result in a Material Adverse Effect.
20.4 By reason of actual or anticipated financial difficulties, no Group company has commenced discussions with the FSA, the Bank of England, the European Central Bank or any other regulatory authority to obtain stand-by or emergency funding (whether by way of repo transactions or otherwise) or has commenced negotiations with its creditors or any class of its creditors with a view to rescheduling any of its indebtedness or has made or proposed any arrangement or composition with its creditors or any class of its creditors.
21. REGULATORY
21.1 Each Group Company required to be licensed (as a bank or otherwise) is duly licensed in its jurisdiction of incorporation and domicile and, except as would not reasonably be expected to be material, is duly licensed or authorised in each other jurisdiction where it is required to be licensed or authorised to conduct its business as described in the Prospectus.
21.2 No Group Company nor any of its officers, in relation to a Group Company, has failed to comply with any statutory provision or any rules, regulations, directions, requirements, notices and provisions of the FSA or any other regulatory body applying to such Group Company in relation to its business including (without limitation) in respect of the maintenance of its Capital Resources Requirement and satisfaction of the Overall Financial Adequacy Rule and any equivalent capital requirements in any other jurisdiction that are applicable to any Group Company; no obligation has arisen, in relation to a Group Company, in respect of the general notification requirements under Chapter 15.3 of SUP, save in any of the foregoing cases to an extent which would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares.
21.3 There are no facts or circumstances, which have not been included in the Prospectus or any other information provided to the UK Listing Authority, which would cause the UK Listing Authority not to be satisfied that the Company’s capital adequacy is regulated by the FSA or suitably regulated by another regulatory body.
21.4 Save as would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, no Group Company is the subject of any investigation, enforcement action (including, without limitation to vary the terms of any permission of licence) or disciplinary proceeding by the FSA or any other regulatory body having jurisdiction over such Group Company, and no such investigation, enforcement action or disciplinary proceeding is threatened or pending.
21.5 Save as would not (singly or in the aggregate) be material in the context of the Rights Issue, the underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares, the Company is not subject to any special or additional surveillance by the FSA or to any special or additional reporting requirements in relation to its assets, liquidity position, funding position or otherwise and the Company is not subject to any visits, beyond customary visits, by the FSA.
21.6 No Group company is, or has been, in receipt of aid within the meaning of Article 87(1) of the EC Treaty which has not been notified or which, having been notified, has been put into effect prior to clearance or which has been found not to be compatible with the common market. No Group company is aware of any procedure initiated by the European Commission which is reasonably likely to lead to a decision addressed to any EU member state that could result in a decision ordering the recovery of aid from any Group company.
21.7 No Group company is aware of any investigation, formal or informal, having been initiated by the Office of Fair Trading, the European Commission or any agency responsible for the enforcement of competition law in any territory or jurisdiction concerning a violation of Section 2 or Section 18 of the Competition Act 1998, as amended, or Article 81 or Article 82 of the EC Treaty or any similar or related provision in English or EU law or the law of any other territory or jurisdiction, except where any such investigation, either singly or in the aggregate, would not result in a Material Adverse Effect.
21.8 All information supplied by the Company to the European Commission in relation to the matters addressed by the Heads of Terms was when supplied and remains true and accurate in all material respects and not misleading in any material respect, and no information has been withheld the absence of which could be reasonably likely to have affected the contents of such Heads of Terms.
21.9 The operations of each Group company are and have been conducted at all times in compliance with the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, theMoney Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Group company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened except in any such case for any action, suit or proceeding which would not, either singly or in the aggregate, result in a Material Adverse Effect.
21.10 None of the Company, any other member of the Group or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently subject to any sanctions administered by the U.S. Department of the Treasury or any similar
sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which the Company or any of its affiliates is subject; and the Nil Paid Rights, Fully Paid Rights and New Shares to be issued in the Rights Issue are not being issued for the purpose of funding any operations in, financing any investment or activities in or making any payments to any country or to any person targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
21.11 None of the Company, any other member of the Group or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder (theFCPA) (including, without limitation, making use of the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA), the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (theOECD Convention) or any similar law or regulation, to which the Company, any other member of the Group, any director, officer, agent, employee of any member of the Group or, to the knowledge of the Company, any Affiliate is subject; and the Company, each member of the Group and, to the knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA, the OECD Convention and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
22. PROFIT FORECAST
22.1 The forecast loss before tax, before the recognition of negative goodwill, for the period ending 31 December 2009 set out in Part XVII of the Prospectus represents the honest belief of the Directors, has been made after due and careful enquiry by the Company, presents fairly the information shown therein, has been prepared in accordance with applicable guidelines and rules and has been properly compiled on the basis set out therein (and the basis of accounting used is consistent with the accounting policies of the Group) and the assumptions used in the preparation thereof are reasonable.
22.2 The Profit Forecast Report has been approved by the Directors or a duly authorised committee thereof, and takes into account all material matters and sensitivities of which the Company is aware concerning the Company, the other members of the Group or the markets in which any of them is carrying on, or is expecting to carry on, business. All assumptions on which such projections are based are set out in the Profit Forecast Report and are reasonable and such projections take into account all material matters of which the Company is aware concerning the Company, the other members of the Group or the markets in which any of them is carrying on, or is expecting to carry on, business and all factual information supplied to the Auditors by the Company or any other member of the Group or any of such person’s officers for the purpose of enabling the Auditors to identify or evaluate the assumptions underlying the relevant projections is true, accurate and not misleading and all other information (including any forecast or projection) supplied for that purpose was carefully prepared and given in good faith.
23. UNITED STATES SECURITIES REGULATIONS
23.1 None of the Company, its affiliates (as defined in Rule 405 under the Securities Act), or any person acting on its or their behalf (provided that the Company does not make any representation or warranty with respect to the Banks) has engaged or will engage in any “directed selling efforts” (within the meaning of Rule 902(c) of Regulation S under the Securities Act) with respect to the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid Rights.
23.2 The Company is a “foreign issuer” (as defined in Regulation S under the Securities Act).
23.3 The Company reasonably believes that there is no “substantial US market interest” (as defined in Rule 902(j) of Regulation S under the Securities Act) in any of the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid Rights or any security of the same class or series as the New Shares.
23.4 None of the Company, its affiliates (as defined under Rule 501(b) under Regulation D under the Securities Act) or any person acting on its or their behalf (provided that the Company does not make any representation or warranty with respect to the Banks) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in the United States in connection with any offer or sale of the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid Rights or has offered or will offer to sell or solicited or will solicit offers to by any New Shares, the Provisional Allotment Letter, Nil Paid Rights or the Fully Paid Rights in any manner involving a public offering in the United States within the meaning of Section 4(2) of the Securities Act.
23.5 None of the Company, its Affiliates or any person acting on behalf of any of them has, directly or indirectly, (a) made or will make offers or sales of any security, (b) solicited or will solicit offers or sales by any security, (c) otherwise negotiated or will negotiate in respect of any security, in any of the foregoing cases under circumstances that would require the registration of the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid Rights under the Securities Act or (d) taken or will take any other action that would require the registration of the New Shares, the Provisional Allotment Letter, the Nil Paid Rights or the Fully Paid Rights under the Securities Act.
23.6 The Company does not believe that it is and does not expect to become (whether as a result of the receipt and application of the proceeds of the sale of the New Shares, the Provisional Allotment Letters, the Nil Paid rights, or the Fully Paid Rights or otherwise) a “passive foreign investment company” within the meaning of section 1297 of the US Internal Revenue Code of 1986.
23.7 The Company is not, and, immediately after giving effect to the offering and sale of the New Shares, the Provisional Allotment Letters, the Nil Paid rights, or the Fully Paid Rights and the application of the proceeds thereof as set forth in the Prospectus will not be, an “investment company” as such term is defined in the US Investment Company Act of 1940.
23.8 Other than HM Treasury, there are no persons with registration rights or other similar rights to have any shares registered by the Company under the Securities Act except to the extent that HM Treasury has transferred any of its registration rights to any persons in accordance with any provisions of the registration rights agreement entered into between HM Treasury and the Company in effect from 12 January 2009 and as amended and restated on 11 June 2009 and the resale rights agreement entered into between HM Treasury and the Company on 11 June 2009.
23.9 During the period of six months after Admission, the Company will not, and will not permit any of its Affiliates to, resell any New Shares which constitute “restricted securities” under Rule 144 that have been reacquired by any of them other than in transactions that meet the applicable requirements of Regulation S.
23.10 The Company, its Affiliates or any person acting on its or their behalf (provided that the Company does not make any representation or warranty with respect to the Banks) has only solicited and will only solicit subscriptions of and has only offered or sold and will only offer or sell the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States to QIBs that have executed and delivered an investor letter substantially in the form of Schedule 10 to this Agreement in reliance on an exemption from the registration requirements of the Securities Act for transactions not involving any public offering of securities within the meaning of Section 4(2) thereof.
SCHEDULE 4
LETTER OF CONFIRMATION
[On the letterhead of the Company]
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To: | Citigroup Global Markets U.K. Equity | CALYON |
| Limited | 9, quai du Président Paul Doumer |
| Citigroup Centre | 92920 Paris |
| Canada Square | France |
| Canary Wharf | |
| London E14 5LB | |
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| Goldman Sachs International | COMMERZBANK Aktiengesellschaft |
| Peterborough Court | Commerzbank AG |
| 133 Fleet Street | Corporates & Markets |
| London EC4A 2BB | Mainzer Landstrasse 153 |
| | DLZ 2, 60261 |
| | Frankfurt am Main |
| | Germany |
| | |
| HSBC Bank plc | ING Bank N.V. |
| 8 Canada Square | Bijlmerplein 888 |
| Canary Wharf | 1102 MG Amsterdam |
| London E14 5HQ | The Netherlands |
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| J.P. Morgan Cazenove Limited | RBS Hoare Govett Limited |
| 20 Moorgate | 250 Bishopsgate |
| London EC2R 6FA | London EC2M 4AA |
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| J.P. Morgan Securities Ltd. | Banco Santander, S.A. |
| 125 London Wall | Paseo de Pereda 9-12 |
| London EC2Y 5AJ | 39004 Santander |
| | Spain |
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| Merrill Lynch International | Macquarie Capital (Europe) Limited |
| Merrill Lynch Financial Centre | Level 35, 1 Ropemaker Street |
| 2 King Edward Street | London EC2Y 9HD |
| London EC1A 1HQ | |
| | |
| UBS Limited | NATIXIS |
| 1 Finsbury Avenue | 30, Avenue Pierre Mendès |
| London EC2M 2PP | 75013 Paris |
| | France |
| | |
| Lloyds TSB Bank plc | Royal Bank of Canada Europe Limited |
| 25 Gresham Street | 71 Queen Victoria Street |
| London EC2V 7AE | London EC4V 4DE |
| | |
| Banca IMI S.p.A. | UniCredit Group (Bayerische Hypo- |
| Piazzetta Giordano dell’Amore, 3 | und Vereinsbank AG) |
| 20121 Milan | Kardinal-Faulhaber-Str. 1 |
| Italy | 80333 Munich |
| | Germany |
| | |
| Barclays Bank plc | Nomura International Plc |
| 1 Churchill Place | Nomura House, |
| London E14 5HP | 1 St Martin’s-le-Grand |
| | London EC1A 4NP |
| | |
| | [ ] 2009 |
Dear Sirs
[NB: wording in square brackets only to be included in the Certificate to be given pursuant to Clause 4.7]
We refer to the underwriting agreement between us dated 3 November 2009 in relation to the Rights Issue (theUnderwriting Agreement) [and to the conditions set out in Clause 2.1 of the Underwriting Agreement (theConditions)]. References in this letter to Clauses are to Clauses of the Underwriting Agreement and words and expressions defined in the Underwriting Agreement have the same meaning herein.
We hereby confirm that:
| |
(a) | [each of the Conditions, other than that contained in Clause 2.1(k), is satisfied as at the delivery of this letter; |
| |
(b) | we are not aware of any reason why the Conditions will not continue to be satisfied until Admission; and] |
| |
(c) | it has not come to the knowledge of the Company or any Director that the Company is in breach of any of its obligations under the Underwriting Agreement which fall to be performed [(i)] on the date of the Underwriting Agreement [, or (ii) to date (such confirmation excluding any breach of the Company’s obligations which fall to be performed to date that has arisen, directly or indirectly, as a result of (a) a MAC Event or a Material Adverse Effect that has occurred subsequent to the publication of the Press Announcement, or (b) a Commission Decision that has been publicly announced or publicly communicated subsequent to the publication of the Press Announcement, other than where the MAC Event or Material Adverse Effect occurred as a direct or indirect consequence of a Specified Circumstance)]; and |
| |
(d) | with reference to our obligation in Clause 12.4 of the Underwriting Agreement, it has not come to the knowledge of the Company or any Director that any of the Warranties [(i)] was breached or untrue, inaccurate or misleading in any respect when given on the date of the Underwriting Agreement[, or (ii) has ceased to be true and accurate or has become misleading in any respect; or that there is any circumstance which would or is reasonably likely to cause any of the Warranties to be breached or become untrue, inaccurate or misleading in any respect if repeated by reference to the |
| |
| facts and circumstances existing at the date hereof (such confirmation excluding any breach of the Warranties that has arisen, directly or indirectly, as a result of (A) a MAC Event or a Material Adverse Effect having occurred subsequent to the publication of the Press Announcement, or (B) a Commission Decision having been publicly announced or publicly communicated subsequent to the publication of the Press Announcement, other than where the MAC Event or Material Adverse Effect occurred as a direct or indirect consequence of a Specified Circumstance)]. |
[We undertake to notify you immediately if the confirmations contained in this letter could not continue to be given by us at any time prior to Admission (in each case by reference to the facts and circumstances then existing).]
| |
Yours faithfully | |
| |
| |
| |
Director/Secretary | |
SCHEDULE 5
SELLING RESTRICTIONS
1. GENERAL
Each Bank represents and warrants to, and agrees with the Company that it will, in all material respects, severally comply with such applicable laws in each jurisdiction in which it subscribes for, offers, sells or delivers the New Shares or Nil Paid Rights as are customarily complied with by banks of international reputation.
Each Bank acknowledges and agrees that offers and sales of the Nil Paid Rights, the Fully Paid Rights and the New Shares will be made as described in the Prospectus (and any amendment or supplement thereto) and the Provisional Allotment Letter and in accordance with the terms of this Agreement.
2. UNITED STATES
Each Bank represents and warrants to, and agrees with, the Company that:
| | |
(a) | none of the Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New Shares have been or will be registered under the Securities Act and none of them may be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; |
| |
(b) | neither it, its affiliates (as such term is defined in Rule 405 under the Securities Act) nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S under the Securities Act) with respect to the Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New Shares; |
| |
(c) | it has not offered or sold, and agrees that, subject to Clause (e) below, it will not offer or sell the Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New Shares within the United States except in accordance with Rule 903 of Regulation S under the Securities Act; |
| |
(d) | notwithstanding Clause (d) above, it may: |
| |
| (i) | offer and sell Nil Paid Rights in accordance with Clause 7.1 and New Shares in accordance with Clause 8.4 and Clause 9.1 through its US registered broker-dealer affiliate in the United States to QIBs which have executed and delivered an Investor Letter substantially in the form of Schedule 10 in reliance on an exemption from the registration requirements of the Securities Act for transactions not involving any public offering of securities within the meaning of Section 4(2) thereof; and |
| | |
| (ii) | offer and sell New Shares subscribed for by it pursuant to Clause 9.1, through its US registered broker-dealer affiliate in the United States to QIBs which have executed and delivered an Investor Letter substantially in the form of Schedule 10; |
| |
(e) | neither it, its affiliates (as such term is defined in Rule 501(b) under Regulation D under the Securities Act) nor any persons acting on its or their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) in connection with any offer or sale of the Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States, or otherwise has offered or will offer the Provisional Allotment Letter, the Nil Paid Rights, the Fully Paid Rights or the New Shares in any manner involving a “public offering” within the meaning of Section 4(2) of the Securities Act. |
3. EUROPEAN ECONOMIC AREA
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, aRelevant Member State), each of the parties warrants to each other that it has not made and will not make an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Shares, Nil Paid Rights and/or Fully Paid Rights which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, except that it may make an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
| |
(a) | to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; |
| |
(b) | to any legal entity which has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; and |
| |
(c) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, subject to obtaining the prior consent of the Joint Global Co-ordinators for any such offer, |
provided that no such offer of New Shares, Nil Paid Rights and/or Fully Paid Rights shall result in a requirement for the publication by the Company or any Bank of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression “an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public” in relation to any New Shares, Nil Paid Rights and/or Fully Paid Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares, Nil Paid Rights and/or Fully Paid Rights to be offered so as to enable an investor to decide to subscribe for any New Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
4. UNITED KINGDOM
Each of the parties warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by them in connection with the placing or sale of the New Shares in circumstances in which section 21(1) of the FSMA does not apply.
SCHEDULE 6
THE UNDERWRITERS
| | | | | |
(1) | | (2) | | (3) |
Name | | Address and fax number | | Proportionate Share |
| | | | |
Citigroup Global Markets | | Citigroup Centre | | 9.95 | % |
U.K. Equity Limited | | Canada Square | | | |
| | Canary Wharf | | | |
| | London E14 5LB | | | |
| | | | | |
| | Fax number: +44 (0) 20 7986 1103 | | | |
| | | | | |
| | For the attention of: ECM Syndicate | | | |
| | | | | |
Goldman Sachs International | | Peterborough Court | | 9.44 | % |
| | 133 Fleet Street | | | |
| | London EC4A 2BB | | | |
| | | | | |
| | Fax number: +44 (0) 20 7774 1550 | | | |
| | | | | |
| | For the attention of: Equity Capital | | | |
| | Markets | | | |
| | | | | |
HSBC Bank plc | | 8 Canada Square | | 9.44 | % |
| | Canary Wharf | | | |
| | London E14 5HQ | | | |
| | | | | |
| | Fax number: +44 (0) 20 7991 4426 | | | |
| | | | | |
| | For the attention of: Equity Capital | | | |
| | Markets | | | |
| | | | | |
J.P. Morgan Securities Ltd. | | 125 London Wall | | 9.44 | % |
| | London EC2Y 5AJ | | | |
| | | | | |
| | Fax number: +44 (0) 20 7325 8168 | | | |
| | | | | |
| | For the attention of: Equity Capital | | | |
| | Markets Syndicate Desk | | | |
| | | | | |
Merrill Lynch International | | Merrill Lynch Financial Centre | | 24.46 | % |
| | 2 King Edward Street | | | |
| | London EC1A 1HQ | | | |
| | | | | |
| | Fax number: +44 (0) 20 7995 2516 | | | |
| | | | | |
| | For the attention of: ECM Syndicate Desk | | | |
| | | | | |
(1) | | (2) | | (3) |
Name | | Address and fax number | | Proportionate Share |
| | | | | |
UBS Limited | | 1 Finsbury Avenue | | 24.45 | % |
| | London EC2M 2PP | | | |
| | | | | |
| | Fax number: +44 (0) 20 7567 4127 | | | |
| | | | | |
| | For the attention of: Equity Capital | | | |
| | Markets Group | | | |
| | | | | |
| | With a copy to: Transactions Legal | | | |
| | | | | |
| | Fax number: +44 (0) 20 7567 2364 | | | |
| | | | | |
Banca IMI S.p.A. | | See Schedule 9 | | 1.24 | % |
| | | | | |
Barclays Bank plc | | See Schedule 9 | | 1.24 | % |
| | | | | |
CALYON | | See Schedule 9 | | 1.24 | % |
| | | | | |
COMMERZBANK | | See Schedule 9 | | 1.24 | % |
Aktiengesellschaft | | | | | |
| | | | | |
ING Bank N.V. | | See Schedule 9 | | 2.62 | % |
| | | | | |
RBS Hoare Govett Limited | | See Schedule 9 | | 1.24 | % |
| | | | | |
Banco Santander, S.A. | | See Schedule 9 | | 0.67 | % |
| | | | | |
Macquarie Capital (Europe) | | See Schedule 9 | | 0.67 | % |
Limited | | | | | |
| | | | | |
NATIXIS | | See Schedule 9 | | 0.67 | % |
| | | | | |
Royal Bank of Canada | | See Schedule 9 | | 0.67 | % |
Europe Limited | | | | | |
| | | | | |
UniCredit Group (Bayerische | | See Schedule 9 | | 0.67 | % |
Hypo- und Vereinsbank AG) | | | | | |
| | | | | |
Nomura International Plc | | See Schedule 9 | | 0.65 | % |
SCHEDULE 7
FORM OF RE-PRICING MEMORANDUM
Dated [ ] November 2009
The revised Issue Price is [ ] pence per New Share.
The revised basis of the Rights Issue is an offer by way of rights of [ ] New Shares on the basis of [ ] New Share[s] for every [ ] Existing Ordinary Share[s] held by Qualifying Shareholders on the Record Date.
The revised Issue Price represents a discount of [approximately] [ ]% to the volume weighted average price of an Existing Ordinary Share as derived from the Daily Official List of the London Stock Exchange on [ ] 2009.
On the basis of the revised Issue Price, the number of Underwritten Shares contained in each Underwriter’s Proportionate Share is as follows:
| | | |
Name | Number of Underwritten
Shares | | Proportionate Share |
| | | |
Citigroup Global Markets U.K. Equity Limited | [ ] | | [ ]% |
| | | |
Goldman Sachs International | [ ] | | [ ]% |
| | | |
HSBC Bank plc | [ ] | | [ ]% |
| | | |
J.P. Morgan Securities Ltd. | [ ] | | [ ]% |
| | | |
Merrill Lynch International | [ ] | | [ ]% |
| | | |
UBS Limited | [ ] | | [ ]% |
| | | |
Banca IMI S.p.A. | [ ] | | [ ]% |
| | | |
Barclays Bank plc | [ ] | | [ ]% |
| | | |
CALYON | [ ] | | [ ]% |
| | | |
COMMERZBANK Aktiengesellschaft | [ ] | | [ ]% |
| | | |
ING Bank N.V. | [ ] | | [ ]% |
| | | |
RBS Hoare Govett Limited | [ ] | | [ ]% |
| | | |
Banco Santander, S.A. | [ ] | | [ ]% |
| | | |
Macquarie Capital (Europe) Limited | [ ] | | [ ]% |
| | | |
NATIXIS | [ ] | | [ ]% |
| | | |
Royal Bank of Canada Europe Limited | [ ] | | [ ]% |
| | | |
UniCredit Group (Bayerische Hypo-und Vereinsbank AG) | [ ] | | [ ]% |
| | | |
Nomura International Plc | [ ] | | [ ]% |
This counterpart, when taken together any other counterparts executed pursuant to Clause 2.5 and in the form of Schedule 7 to the underwriting agreement dated [ ] November 2009 between the Company and the Banks, constitutes the Re-Pricing Memorandum. Delivery of an executed counterpart signature page of this Re-Pricing Memorandum by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Re-Pricing Memorandum. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Re-Pricing Memorandum, such counterpart signature page shall take effect together with such final text as a complete authoritative counterpart.
Terms defined in the Underwriting Agreement have the same meanings when used in this Re-Pricing Memorandum.
| |
SIGNED by | ) |
for and on behalf of | ) |
LLOYDS BANKING GROUP PLC | ) |
| |
SIGNEDby | ) |
for and on behalf of | ) |
CITIGROUP GLOBAL | ) |
MARKETS U.K. EQUITY LIMITED | ) |
| |
SIGNEDby | ) |
for and on behalf of | ) |
GOLDMAN SACHS INTERNATIONAL | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
HSBC BANK PLC | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
J.P. MORGAN CAZENOVE LIMITED | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
J.P. MORGAN SECURITIES LTD. | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
MERRILL LYNCH INTERNATIONAL | ) |
| |
SIGNED by | ) |
and | ) |
SIGNED by | ) |
for and on behalf of | ) |
UBS LIMITED | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
BANCA IMI S.p.A. | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
BARCLAYS BANK PLC | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
CALYON | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
COMMERZBANK | ) |
AKTIENGESELLSCHAFT | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
ING BANK N.V. | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
RBS HOARE GOVETT LIMITED | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
BANCO SANTANDER, S.A. | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
MACQUARIE CAPITAL (EUROPE) | ) |
LIMITED | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
NATIXIS | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
ROYAL BANK OF CANADA EUROPE | ) |
LIMITED | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
UNICREDIT GROUP (BAYERISCHE) | ) |
HYPO- UND VEREINSBANK AG | ) |
| |
SIGNED by | ) |
for and on behalf of | ) |
NOMURA INTERNATIONAL PLC | ) |
SCHEDULE 8
CO-BOOKRUNNER
| |
Name | Address |
| |
Lloyds TSB Bank plc | 25 Gresham Street, London EC2V 7AE |
SCHEDULE 9
CO-LEAD MANAGERS
| | | |
Name | Address | Agent for service of
process | Notice Details |
| | | |
Banca IMI S.p.A. | Banca IMI S.p.A. | Intesa Sanpaolo S.p.A., | FAO: Marco Graffigna |
| Piazzetta Giordano | London Branch, | |
| dell’Amore, 3 | 90 Queen Street | Banca IMI S.p.A. |
| 20121 Milan | London EC4N 1SA | Piazzetta Giordano |
| Italy | | dell’Amore, 3 |
| | | 20121 Milano |
| | | Italy |
| | | |
| | | Fax: +39 02 87940012 |
| | | |
Barclays Bank plc | 1 Churchill Place | N/A | FAO: Equity Capital |
| London E14 5HP | | Markets |
| | | |
| | | 5 The North |
| | | Colonnade, London |
| | | E14 4BB |
| | | |
| | | Fax: 02075163404 |
| | | |
CALYON | 9, quai du Président Paul | CALYON | FAO: Syndicate |
| Doumer | Broadwalk House | Actions |
| 92920 Paris | 5 Appold Street | |
| France | London EC2A 2DA | CALYON, 9, quai du |
| | | President Paul Doumer, |
| | | 92920 Paris la Defense |
| | | France |
| | | |
| | | Fax: +33141897115 |
| | | |
COMMERZBANK | Commerzbank AG | Commerzbank | FAO: Chris Simpson |
Aktiengesellschaft | Corporates & Markets | 30 Gresham street | |
| Mainzer Landstrasse 153 | London | 30 Gresham St, |
| DLZ 2, 60261 | EC2V 7PG | London,EC2V 7PG, |
| Frankfurt am Main | | United Kingdom |
| Germany | | |
| | | Fax: +44 207 475 8822 |
| | | |
ING Bank N.V. | Bijlmerplein 888 | ING Bank N.V. London | FAO: Kim Balt |
| 1102 MG Amsterdam | Branch | |
| The Netherlands | 60 London Wall, | ING Equity Capital |
| | London EC2M 5TQ | Markets, Foppingadreef |
| | | 7, 1102 BD |
| | | Amsterdam, The |
| | | |
Name | Address | Agent for service of
process | Notice Details |
| | | |
| | | Netherlands |
| | | |
| | | Fax: +31205638502 |
| | | |
RBS Hoare Govett | 250 Bishopsgate | N/A | FAO: Alex Reynolds |
Limited | London EC2M 4AA | | |
| | | 250 Bishopsgate, |
| | | London EC2M 4AA |
| | | |
| | | Fax: +44 207 678 7064 |
| | | |
Banco Santander, | Paseo de Pereda 9-12 | Abbey Santander 2 | Avenida de Cantabria |
S.A. | 39004 Santander | Trinton Swuare 1st | S/n. Edificio Encinar |
| Spain | floor | 1aPlanta 28660 |
| | Regent’s Place | Boadilla del Monte, |
| | London NW13AN | Madrid, Spain |
| | | |
| | | Fax: +34912571812 |
| | | |
Macquarie Capital | Level 35, 1 Ropemaker | N/A | FAO: Antony Isaacs |
(Europe) Limited | Street | | |
| London EC2Y 9HD | | Level 31, CityPoint, 1 |
| | | Ropemaker Street, |
| | | London EC2Y 9HD |
| | | |
| | | Fax: +442030372557 |
| | | |
NATIXIS | 30, Avenue Pierre Mendès | Natixis London Branch | FAO: Jean-Francois |
| 75013 Paris | Cannon Bridge house | Tine |
| France | 25 Dowgate Hill | |
| | London EC4R | 47, quai d’Austerlitz, |
| | | 75013 Paris, France |
| | | |
| | | Fax +33158550581 |
| | | |
Royal Bank of | 71 Queen Victoria Street | N/A | FAO: Jason Wright |
Canada Europe | London EC4V 4DE | | |
Limited | | | RBC Capital Markets, |
| | | 71 Queen Victoria |
| | | Street, London EC4V |
| | | 4DE |
| | | |
| | | Fax: +44 2073320316 |
| | | |
UniCredit Group | Kardinal-Faulhaber-Str. 1 | Bayerische Hypo-und | FAO: Christain |
(Bayerische Hypo- | 80333 Munich | Vereinsbank AG, | Steffens |
| | | |
Name | Address | Agent for service of
process | Notice Details |
| | | |
und Vereinsbank AG) | Germany | London Branch, Moor | |
| | House, 120 London | Bayerische Hypo-und |
| | Wall, London EC2Y | Vereinsbank AG, |
| | 5ET | London Branch, Moor |
| | | House, 120 London |
| | | Wall, London EC2Y |
| | | 5ET |
| | | |
| | | Fax: +44 207 826 7992 |
| | | |
Nomura International | Nomura House, 1 St | N/A | FAO: Julia Pearce |
Plc | Martin’s-le-Grand London | | |
| EC1A 4NP | | Head of Capital |
| | | Markets, Transaction |
| | | Legal 3rd Floor 25 |
| | | Bank street London |
| | | E14 5LS |
| | | |
| | | Fax: +44 20 7067 8132 |
SCHEDULE 10
INVESTOR LETTER
Form of Cover Letter to QIB Holders
Lloyds Banking Group plc
(Registered in Scotland No. 95000)
November [ ], 2009
[Pre-identified US QIB Shareholder]
[Address]
[Control Number]
Dear [ ],
You are receiving the enclosed document in connection with the proposed rights issue (theRights Issue) of nil paid rights, fully paid rights, and new shares (theSecurities) being offered by Lloyds Banking Group plc (theCompany) as described in the prospectus relating to the Rights Issue (theProspectus). The Prospectus is available on a password protected section of the Company’s website,www.lloydsbankinggroup.com/investors.asp. The password will be or has been communicated to you under separate cover.
The Securities offered in the Rights Issue have not been and will not be registered under the United States Securities Act of 1933 (theSecurities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred in the United States, subject to the terms of the following paragraph.
The Rights Issue is being extended in the United States in a private placement exempt from the registration requirements of the Securities Act only to certain qualified institutional buyers (within the meaning of Rule 144A under the Securities Act) (QIBs). New shares cannot be subscribed for in the Rights Issue by the Company’s shareholders in the United States who are not QIBs. The terms and conditions of the Rights Issue permit the Company to allow certain QIBs, who are holders of the Company’s shares and who sign an Investor Representation Letter certifying that they are QIBs, to participate.
However, if you do not wish to take up your rights pursuant to the Rights Issue, you may instead receive a pro rata share of any proceeds of the placing of nil paid rights which are not taken up, to the extent such nil paid rights are placed at a premium to the Issue Price (plus related expenses), as described in the Prospectus.
As described in the Prospectus, you will be able to take up your entitlements to new shares in the Rights Issue if you are a QIB and you are or were a holder of the Company’s ordinary shares (theExisting Ordinary Shares) on the record date of 20 November, 2009 (theRecord Date) and have not subsequently disposed of such shares. Your entitlement to subscribe for
new shares in the Rights Issue will be in proportion to your holding of Existing Ordinary Shares of the Company, as described in the Prospectus.
If you are a QIB and wish to take up your rights pursuant to the Rights Issue, you should return your executed Investor Representation Letter in accordance with the procedures set out in this document.1
Procedures for holders
Please note that the procedures applicable to you vary depending upon whether you hold Existing Ordinary Shares in certificated or uncertificated form.
1. If you hold Existing Ordinary Shares in certificated form, please follow the procedures set out in Section 1 below.
2. If you hold Existing Ordinary Shares in uncertificated form, please follow the procedures set out in Section 2 below.
3. All holders should review the information in Section 3 below.
Section 1 – Existing Ordinary Shares Held in Certificated Form
If you hold your Existing Ordinary Shares in certificated form, you should comply with the instructions below:
As your Existing Ordinary Shares are held on your behalf by a nominee, no Application Form will be sent to you. An Application Form will be sent to such nominee. If this is the case, you are requested to:
| |
(i) | return the Investor Representation Letter to your nominee with a copy to the Company and to Merrill Lynch International and UBS Limited (together, theJoint Bookrunners) for information purposes; and |
| |
(ii) | instruct your nominee to complete the Application Form on your behalf with respect to your entitlements to the new shares. |
Your nominee must receive your Investor Representation Letter (by mail or by pdf/email showing the signature or fax, with originals to follow) as soon as possible. Please note that if your nominee does not receive your Investor Representation Letter, it will not be able to complete the Application Form on your behalf. Please also note that if you do not return your Investor Representation Letter to your nominee promptly, it may not be able to complete an Application Form in time for you to be able to take up any of your entitlements to the new shares.
| |
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1 | As stated in the Investor Representation Letter, the new shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and for so long as such securities are “restricted securities”, they may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank, including the Company’s current American Depositary Receipt facility maintained by Bank of New York Mellon. |
Completed Application Forms, together with payment in pounds sterling for the number of new shares for which you apply, should be sent, in accordance with the instructions printed on the Application Form, by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during normal office hours only) to Equiniti Limited, The Causeway, Worthing, West Sussex BN99 6DA so as toarrive not later than 11 a.m. London time, on 11 December, 2009.
Section 2 – Existing Ordinary Shares Held in Uncertificated Form
If you hold your Existing Ordinary Shares in uncertificated form – that is, through the CREST system as operated by Euroclear UK and Ireland Limited (CREST) – you should comply with the instructions below:
As your Existing Ordinary Shares are held on your behalf by a nominee, entitlements to new shares to which you are beneficially entitled will be credited to the CREST account of the nominee. You are requested to:
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(i) | return the Investor Representation Letter to your nominee with a copy to the Company and to the Joint Bookrunners for information purposes; and |
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(ii) | instruct your nominee to take up on your behalf all or part of your entitlement to the new shares and undertake the necessary action in accordance with the instructions set out in the Prospectus. |
Your nominee must receive your Investor Representation Letter (by mail or by pdf/email showing the signature or fax, with originals to follow) as soon as possible. Please note that if your nominee does not receive your Investor Representation Letter, it will not be able to take up on your behalf any of your entitlements to the new shares. Please also note that if you do not return your Investor Representation Letter to your nominee promptly, you may not be in time to be able to take up any of your entitlements to the new shares.
The latest time and date for shareholders whose nominees hold their Existing Ordinary Shares in uncertificated form to take up their rights and allow for settlement of relevant CREST instructions is11 a.m. London time, on 11 December, 2009.
Section 3 – General Information
The Prospectus is personal to you and does not constitute an offer to any other person or to the public generally to participate in the Rights Issue. Distribution of the Prospectus to any person other than those persons, if any, retained to advise you with respect thereto is unauthorized, and any disclosure of any of its contents, without the prior written consent of the Company, is strictly prohibited. You hereby agree to the foregoing and undertake not to print out or to make photocopies of the Prospectus or any documents referred to therein other than for yourself and any persons retained to advise you. You agree not to forward the Prospectus to any person, including by electronic means, other than as set forth in the Investor Representation Letter.
You must not construe the contents of the Prospectus as legal, business, accounting, tax, investment or other professional advice. There may be certain significant US tax consequences resulting from an investment in the Company. The summary of the material
US federal income tax consequences of the acquisition, ownership and disposition of the Securities under the Rights Issue that is set out in the Prospectus is for your information only. You should consult your own counsel, accountant or business advisor as to legal, tax and related matters pertaining to participation in the Rights Issue.
During the course of the Rights Issue, please direct your questions concerning the Rights Issue and the information furnished in the Prospectus to the Shareholder Helpline at +44 20 8495 4632 between the hours of 9 a.m. to 5 p.m., London time, Monday to Friday (except UK bank holidays). Please note that the Shareholder Helpline is unable to give advice on the merits of the Rights Issue or to provide legal, business, accounting, tax, investment or other professional advice.
In the event that a validly executed Investor Representation Letter in the form of Annex A is not received in accordance with the terms of this letter, the Company may treat any purported acceptance in respect of the Rights Issue by you as invalid, and in such circumstances, no Securities will be issued to you.
Very truly yours,
Lloyds Banking Group plc
ANNEX A
FORM OF US QIB INVESTOR REPRESENTATION LETTER
[If you hold ordinary shares, you must insert the name, address and contact details of the relevant nominee below and send a copy of this letter by pdf/email or by fax to the nominee through which your existing ordinary shares are held.]
[Name, address and contact details of relevant nominee]
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cc: | | Lloyds Banking Group plc |
| | 25 Gresham Street |
| | London EC2V 7HN |
| | United Kingdom |
| | Attn.: Investor Relations |
| | Facsimile No.: +44 (0)20 7356 1014 |
| | Email: investor.relations@ltsb-finance.co.uk |
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| | Merrill Lynch International |
| | Merrill Lynch Financial Centre |
| | 2 King Edward Street |
| | London EC1A 1HQ |
| | [Attn: |
| | Facsimile No.: |
| | Email] |
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| | UBS Limited (on behalf of its affiliates) |
| | 2 Finsbury Avenue |
| | London EC2M 2PP |
| | United Kingdom |
| | [Attn: Chris Madderson |
| | Facsimile No.: 44 207 568 1081 |
| | Email: chris.madderson@ubs.com] |
Ladies and Gentlemen:
In connection with our proposed acquisition of any nil paid rights, fully paid rights or new shares (theSecurities) of Lloyds Banking Group plc (theCompany), which are being offered by way of a rights issue (theRights Issue), we represent, warrant, agree and confirm that:
1. To the extent we are an existing holder of ordinary shares of the Company (theOrdinary Shares), we are the beneficial holder of and/or exercise full investment discretion with respect to our Ordinary Shares.
2. We are an institution that (a) has such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of our investment in the Securities, and (b) is, and any accounts for which we are acting are, able to bear the economic risk, and sustain a complete loss, of such investment in the Securities.
3. We are a “qualified institutional buyer” (aQIB) as defined in Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (theSecurities Act). Further, if we are acquiring the Securities as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
4. We will base our investment decision on a copy of the Company’s prospectus dated 3 November, 2009, including the documents incorporated by reference therein (theProspectus). We acknowledge that neither the Company nor any of its affiliates nor any other person (including Merrill Lynch International, UBS Limited, Citigroup Global Markets U.K. Equity Limited, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Cazenove Limited or J.P. Morgan Securities Ltd. (together, theBanks)) has made any representations, express or implied, to us with respect to the Company, the Rights Issue, the Securities or the accuracy, completeness or adequacy of any financial or other information concerning the Company, the Rights Issue or the Securities, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in the Prospectus. We acknowledge that we have not relied on any information contained in any research reports prepared by the Banks or any of their respective affiliates. We understand that the Prospectus has been prepared in accordance with UK format, style and content, which differs from US format, style and content. In particular, but without limitation, the financial information contained in the Prospectus has been prepared in accordance with 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. We will not distribute, forward, transfer or otherwise transmit the Prospectus, or any other presentational or other materials concerning the Rights Issue (including electronic copies thereof) to any person within the United States (other than a QIB on behalf of which we act). We acknowledge that we have read and agreed to the matters set forth under the heading “Terms and Conditions of the Rights Issue” in the Prospectus.
5. We will make our own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and we will make our own investment decision to acquire the Securities. We understand that there may be certain consequences under US and other tax laws resulting from an investment in the Securities, including that we must bear the economic risk of an investment in the Securities for an indefinite period of time, and we will make such investigation and consult such tax and other advisors with respect thereto as we deem appropriate.
6. Any Securities we acquire will be for our own account (or for the account of a QIB as to which we exercise sole investment discretion and have authority to make the statements contained in this letter) for investment purposes, and not with a view to resale or distribution within the meaning of the US securities laws, subject to the understanding that the disposition of our property shall at all times be and remain within our control.
7. We understand that the Securities are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Securities are not being and will not be registered under the Securities Act or with any State or other jurisdiction of the United States. We acknowledge and agree that we are not taking up the Securities as a result of any general solicitation or general advertising (as those terms
are defined in Regulation D under the Securities Act). We understand and agree that, although offers and sales of the Securities are being made in the United States to QIBs, they are not being made under Rule 144A, and that the Securities are not eligible for resale pursuant to Rule 144A.
8. We understand that the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and we agree that for so long as such securities are “restricted securities” (as so defined), they may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank, including the current American Depositary Receipt (ADR) facility maintained by The Bank of New York Mellon, as depositary for the Company’s ADR facility (theDepositary).
9. As long as the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will not reoffer, resell, pledge or otherwise transfer the Securities, except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act (which, for the avoidance of doubt, includes a sale over the London Stock Exchange) and in accordance with any applicable securities laws of any state or other jurisdiction of the United States.
10. We understand that, to the extent the Securities are delivered in certificated form, the certificate delivered in respect of the Securities will bear a legend substantially to the following effect for so long as the securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK SO LONG AS THEY REMAIN RESTRICTED SECURITIES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.
11. We are not, nor are we applying as nominee or agent for, a person who is or may be liable to account for tax under the UK Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in Section 93 (depositary receipts) or Section 96 (clearance services) of the UK Finance Act 1986 (aSpecified Person). If any stamp duty, stamp duty reserve tax, or any other transfer, issuance tax or related interest and penalties (Stamp Tax) arises in connection with our acquisition of the Securities or any subsequent transfer by us, or our agent, of such shares to a Specified Person or a nominee or agent for such person, we agree that we will pay and bear, or procure the payment of, the cost of such Stamp Tax.
12. We understand and acknowledge that the Company shall have no obligation to recognise any offer, sale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described herein and that the Company may make notation on its records or give instructions to Equiniti Limited and any transfer agent of the Securities in order to implement such restrictions.
13. We understand that the foregoing representations, warranties, agreements and acknowledgements are required in connection with United States and other securities laws and that the Company, its affiliates, the Banks and their respective affiliates, and others are entitled to rely upon the truth and accuracy of the representations, warranties, agreements and acknowledgements contained herein. We agree that if any of the representations, warranties, agreements and acknowledgements made herein are no longer accurate, we shall promptly notify the Company and the Banks. All representations, warranties, agreements and acknowledgements we have made in this letter shall survive the execution and delivery hereof.
14. We confirm that, to the extent we are purchasing the Securities for the account of one or more other persons, (a) we have been duly authorized to sign this letter and make the confirmations, acknowledgements and agreements set forth herein on their behalf and (b) the provisions of this letter constitute legal, valid and binding obligations of us and any other person for whose account we are acting.
15. We irrevocably authorise the Company, its affiliates, the Banks and their respective affiliates and any person acting on their behalf to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings, dispute or official inquiry with respect to the matters covered hereby.
16. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.
17. We agree to promptly notify you if, at any time prior to [14 December], 2009, any of the foregoing ceases to be true.
Yours truly,
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Signature of Authorised Signatory | |
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ON BEHALF OF | | |
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DATE ________________, 2009
Returned by/on behalf of:
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[IMPORTANT NOTICE: WE CANNOT PROCESS THIS INVESTOR REPRESENTATION LETTER UNLESS THE CONTACT INFORMATION REQUESTED ABOVE HAS BEEN PROVIDED]
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SIGNED by | ) | ARCHIE KANE |
for and on behalf of | ) | |
LLOYDS BANKING GROUP PLC | ) | |
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SIGNED by | ) | DAVID JAMES |
for and on behalf of | ) | |
CITIGROUP GLOBAL | ) | |
MARKETS U.K. EQUITY LIMITED | ) | |
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SIGNED by | ) | RICHARD BUCKINGHAM |
for and on behalf of | ) | |
GOLDMAN SACHS INTERNATIONAL | ) | |
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SIGNED by | ) | NICK DONALD |
for and on behalf of | ) | |
HSBC BANK PLC | ) | |
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SIGNED by | ) | IAN HANNAM |
for and on behalf of | ) | |
J.P. MORGAN CAZENOVE LIMITED | ) | |
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SIGNEDby | ) | IAN HANNAM |
for and on behalf of | ) | |
J.P. MORGAN SECURITIES LTD. | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | |
MERRILL LYNCH INTERNATIONAL | ) | |
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SIGNED by | ) | MICHAEL O’BRIEN |
and | ) | |
SIGNEDby | ) | DANIEL HOLMES |
for and on behalf of | ) | |
UBS LIMITED | ) | |
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SIGNED by | ) | ROBERT PIERCE |
for and on behalf of | ) | |
LLOYDS TSB BANK PLC | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
BANCA IMI S.P.A. | ) | |
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SIGNEDby | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
BARCLAYS BANK PLC | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
CALYON | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
COMMERZBANK | ) | |
AKTIENGESELLSCHAFT | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
ING BANK N.V. | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
RBS HOARE GOVETT LIMITED | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
BANCO SANTANDER, S.A. | ) | |
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SIGNED by | ) |
for and on behalf of | ) | JAMES O’NEIL |
MACQUARIE CAPITAL (EUROPE) | ) | (under power of attorney) |
LIMITED | ) | |
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SIGNEDby | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
NATIXIS | ) | |
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SIGNEDby | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
ROYAL BANK OF CANADA EUROPE | ) | |
LIMITED | ) | |
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SIGNED by | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
UNICREDIT GROUP (BAYERISCHE | ) | |
HYPO- UND VEREINSBANK AG) | ) | |
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SIGNEDby | ) | JAMES O’NEIL |
for and on behalf of | ) | (under power of attorney) |
NOMURA INTERNATIONAL PLC | ) | |
CONFORMED COPY
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3 November 2009 |
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LLOYDS BANKING GROUP PLC |
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CITIGROUP GLOBAL MARKETS U.K. EQUITY LIMITED |
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GOLDMAN SACHS INTERNATIONAL |
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HSBC BANK PLC |
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J.P. MORGAN CAZENOVE LIMITED |
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J.P. MORGAN SECURITIES LTD. |
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MERRILL LYNCH INTERNATIONAL |
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UBS LIMITED |
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LLOYDS TSB BANK PLC |
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THE CO-LEAD MANAGERS |
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| RIGHTS ISSUE UNDERWRITING AGREEMENT | |
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Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London EC4Y 1HS
CONFORMED COPY
CONTENTS
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CLAUSE | | PAGE |
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1. | DEFINITIONS | 2 |
2. | CONDITIONS | 17 |
3. | APPLICATION FOR LISTING, ADMISSION TO TRADING AND TO CREST | 21 |
4. | APPROVAL, RELEASE AND DELIVERY OF DOCUMENTS | 22 |
5. | APPOINTMENTS | 25 |
6. | ALLOTMENT | 26 |
7. | PLACING OF FRACTIONAL ENTITLEMENTS | 27 |
8. | UNDERWRITTEN SHARES NOT TAKEN UP | 29 |
9. | UNDERWRITING | 31 |
10. | COMMISSIONS AND EXPENSES | 35 |
11. | RESTRICTIONS ON ACTIONS AND ANNOUNCEMENTS | 37 |
12. | REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS | 40 |
13. | EXCLUSIONS OF LIABILITY | 42 |
14. | INDEMNITIES | 43 |
15. | CONTRIBUTION | 47 |
16. | TERMINATION | 48 |
17. | WITHHOLDING AND GROSSING UP | 51 |
18. | MISCELLANEOUS | 52 |
19. | RECEIVING AGENT | 55 |
20. | TIME OF THE ESSENCE | 56 |
21. | WAIVER | 56 |
22. | THIRD PARTY RIGHTS | 56 |
23. | SEVERABILITY | 57 |
24. | NOTICES | 57 |
25. | FURTHER ASSURANCES | 58 |
26. | ASSIGNMENT | 58 |
27. | ENTIRE AGREEMENT | 58 |
28. | COUNTERPARTS | 58 |
29. | GOVERNING LAW | 59 |
SCHEDULE 1 NEW SHARES TAKEN UP | 61 |
SCHEDULE 2 DELIVERY OF DOCUMENTS | 65 |
CONFORMED COPY
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SCHEDULE 3 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS | 74 |
SCHEDULE 4 LETTER OF CONFIRMATION | 92 |
SCHEDULE 5 SELLING RESTRICTIONS | 95 |
SCHEDULE 6 THE UNDERWRITERS | 98 |
SCHEDULE 7 FORM OF RE-PRICING MEMORANDUM | 100 |
SCHEDULE 8 CO-BOOKRUNNER | 105 |
SCHEDULE 9 CO-LEAD MANAGERS | 106 |
SCHEDULE 10 INVESTOR LETTER | 109 |
ANNEX A FORM OF US QIB INVESTOR REPRESENTATION LETTER | 113 |
