Wrap Text
Placing to fund expansion opportunities at Covent Garden
Capital & Counties Properties PLC
(Incorporated and registered in the United Kingdom and Wales with registration Number
07145041 and registered in South Africa as an external company with Registration Number
2010/003387/10)
JSE code: CCO
ISIN: GB00B62G9D36
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN
19 September 2012
CAPITAL & COUNTIES PROPERTIES PLC ("Capco", the "Company" or the “Group”)
Placing to fund expansion opportunities at Covent Garden
Capco today announces the placing of up to 68,400,000 new ordinary shares of 25 pence in the
capital of the Company (the "Placing") representing approximately 9.99 per cent. of the Company's
issued share capital immediately prior to the Placing. Up to 30 per cent. of the Placing may be
denominated in Rand.
Background to the Placing
The Group’s creation of shareholder value through the entrepreneurial asset management of its
prime central London assets continues to demonstrate positive momentum, with net asset value per
share (adjusted, diluted) increasing by 6.8 per cent. in the first half of 2012 to 177 pence as at 30 June
2012.
Covent Garden
The Covent Garden estate was valued at £856 million as at 30 June 2012, a 4.5 per cent. increase in
valuation (like-for-like) during the first 6 months of 2012. Highlights of performance during this period
included:
• ERV up to £47.1 million (31 December 2011 - £45.8 million)
• 34 leasing transactions year to date with net rental income of £4.7 million, at an average 9.4
per cent. above December 2011 ERV
• 9 new retailers and restaurant operators introduced, including Chanel, Jo Malone, Melissa
Shoes, Jamie’s Union Jacks and Brasserie Blanc
• Work on the second office to residential conversion project, The Russell, began following
completion of the first, The Henrietta, earlier this year
Earls Court and Olympia
The Earls Court and Olympia estate was valued at £620 million as at 30 June 2012, a 4.6 per cent.
increase in valuation (like-for-like) during the first 6 months of 2012, with Capco’s Earls Court land
interests valued at £9.5 million per acre.
Since the interim results announced on 31 July 2012, a number of significant milestones have been
achieved in relation to the Earls Court Masterplan.
• The joint venture for the Seagrave Road development completed on 30 August 2012 with
Capco receiving proceeds of £68 million
• The London Borough of Hammersmith & Fulham (“LBHF”) approved the Conditional Land
Sale Agreement relating to its land interests in the Earls Court Opportunity Area on 3
September 2012. The terms of the agreement are broadly in line with those previously
indicated. The legal documentation is currently being finalised ahead of LBHF and Capco
entering into the agreement shortly
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• The LBHF planning committee resolved to grant consent for the Earls Court Masterplan on 12
September 2012. It is anticipated that the Royal Borough of Kensington & Chelsea will hold
its planning committee later this year, having made observations on the LBHF outline
planning application which raised no objections to the scheme
Capital recycling
• Disposals of a further £84 million (Capco share) of assets have been completed within The
Great Capital Partnership (“GCP”) in the second half of 2012 to date
• Over £400 million of assets have been sold by the Group since demerger predominantly from
GCP and China, crystallising profits of £136 million, providing much of the financial flexibility
and liquidity necessary for Capco to execute its existing strategy
Use of proceeds of the Placing
The Group’s strategy for the creative regeneration of Covent Garden remains on a strong positive
trajectory. Since demerger, significant shareholder value has been created, with the estate valuation
growing from £548 million as at 31 December 2009 to £856 million as at 30 June 2012, and ERV
growing from £33.2 million to £47.1 million. Covent Garden’s average Zone A rents remain
significantly below comparable streets in London even at the current level of ERV, illustrating the
potential for further rental growth on the estate.
Occupancy remains high at 99.6 per cent. as at 31 August 2012 and 12 month footfall was consistently
strong with 43.5 million visitors. There continues to be high demand from occupiers for retail and F&B
units on the estate.
The proceeds of the placing in May 2011 were invested in acquisitions primarily along King Street
within a short period of time. These acquisitions allowed the Group to consolidate its ownership of
King Street, with 47 per cent. of brands changing on the street since 2009 resulting in significant
growth in ERVs and values.
The Board believes there are additional opportunities in Covent Garden over the next 12-18 months
to commit significant incremental capital of approximately £200 million from existing resources and
the proceeds of this placing in order to generate further growth in the estate. Accordingly the ERV
target is being increased to £60-65 million by the end of 2015, which would support an estate
valuation at current yields approaching £1.3 billion over this 3 year timeframe as ERVs are translated
into passing rent. These opportunities include:
• growing the estate further through acquisitions to strengthen Capco's presence across the
area
• expanding the luxury and food & dining offers, which together anchor ongoing
improvements to the overall tenant mix and ERV
• repositioning assets towards higher value uses, in particular converting upper floors
currently used for offices to residential usage
• creating new space through renovation and redevelopment through more significant
interventions
Capco expects to complete over £50 million of acquisitions in 2012, of which £18 million have
completed year to date and a further £24 million are expected to complete in the next month, and
there is a large pipeline of further acquisitions. Identified projects are forecast to require
approximately £30 million of capital expenditure over the next 12-18 months, which include further
tenant engineering as well as capital expenditure for the next two residential conversion projects
which have planning consent, The Beecham and 30-32 Southampton Street.
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Expected benefits of the Placing
The Company expects that the acquisitions and projects at Covent Garden which will be funded with
the proceeds of the Placing will accelerate Capco's Covent Garden strategy, as outlined above, and
will be accretive to both ERV and net asset value per share over time. The returns on capital
expenditure are expected to be similar to those achieved on previous spend across the Covent
Garden estate.
Financial position
As at 31 August 2012, gross debt was £400 million and the cash balance was £127 million, resulting in
net debt of £273 million (30 June 2012 - £397 million). Based on 30 June property values, and
adjusted for the sales completed in the second half of 2012, the pro forma debt to assets ratio was 18
per cent. (30 June 2012 - 24 per cent.).
As at 31 August 2012, Capco had capital commitments of £17 million.
Details of the Placing
Under the terms of the Placing, Capco intends to place up to 68,400,000 new ordinary shares of 25
pence each in the capital of the Company (the “Placing Shares”), representing approximately 9.99 per
cent. of the current issued ordinary share capital of the Company as at 18 September 2012.
Placees may participate in the Placing in Sterling or in Rand. The number of Rand Placing Shares will
represent a maximum of 30 per cent. of the total number of Placing Shares. Investors who participate
in the Placing in Rand will be required to make bids for Placing Shares in Sterling. UBS Limited and
Merrill Lynch International (the "Joint Bookrunners”) will confirm the final Rand/Sterling exchange
rate for determination of the final Rand Placing Price at the time that pricing and allocations take
place. Further details of the exchange rate determination can be found in the terms and conditions
contained in the Appendix to this Announcement under the heading “Participation in, and principal
terms of, the Placing”.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an
accelerated bookbuild process (the “Bookbuild”) to be carried out by the Joint Bookrunners. The book
will open with immediate effect. The Bookbuild is expected to close no later than 4.30 p.m. (London
time) today but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild
has closed. The Placing Price and the number of Placing Shares will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild and will then be announced on
a Regulatory Information Service (the “Pricing Announcement”).
A description of the placing agreement can be found in the terms and conditions contained in the
Appendix to this announcement under the heading “Participation in, and principal terms of, the
Placing”.
Application will be made for admission of the Placing Shares to the Official List of the Financial
Services Authority and to trading on the London Stock Exchange’s main market for listed securities
(“UK Admission”). The Company will also apply to the Johannesburg Stock Exchange for the listing of
the Placing Shares on the Main Board of the Johannesburg Stock Exchange. It is expected that the
Admission and listing of the Placing Shares on the London Stock Exchange and the Johannesburg
Stock Exchange will become effective on 27 September 2012.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing
ordinary shares of 25 pence each in the capital of the Company including the right to receive all future
dividends and distributions declared, made or paid.
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The Placing is conditional upon, inter alia, UK Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and the Bookrunner not being
terminated. The Rand Placing is conditional upon South African exchange control approval.
The Appendix to this Announcement (which forms part of the Announcement) sets out the terms and
conditions of the Placing. Investors will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making an offer on the Terms and Conditions and
providing the representations, warranties, acknowledgements and undertakings contained in the
Appendix.
UBS Limited and BofA Merrill Lynch are acting as joint bookrunners, financial advisers and corporate
brokers in connection with the Placing. Rothschild is acting as joint financial adviser to the Company.
BNP Paribas and HSBC are acting as joint co-lead managers in connection with the Placing.
For further information please contact:
Capital & Counties Properties PLC
Ian Hawksworth Chief Executive +44 (0)20 3214 9188
Soumen Das Finance Director +44 (0)20 3214 9183
UBS Investment Bank +44 (0)20 7567 8000
Hew Glyn Davies
Fergus Horrobin
Christopher Smith
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie Smith
Rupert Hume-Kendall
Ed Peel
Rothschild +44 (0)20 7280 5000
Alex Midgen
Richard Blackwell
BNP Paribas +44 (0)20 7595 1000
Ben Canning
HSBC +44 (0)20 7992 2286
John Herbert
Stuart Dickson
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Wendy Baker
College Hill (SA Public Relations) +27 (0)11 447 3030
Nicholas Williams
IMPORTANT NOTICE
This document includes statements that are, or may be deemed to be, "forward-looking statements",
including within the meaning of Section 27A of the Securities Act and Section 21E of the US Exchange
Act of 1934. These forward-looking statements are based on current expectations and projections
about future events and can be identified by the use of a date in the future or forward-looking
terminology, including, but not limited to, the terms “may”, "believes", "estimates", "plans", “aims”,
“targets”, "projects", "anticipates", "expects", "intends", "will", “could” or "should" or, in each case,
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their negative or other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts (such as, amongst others, ERV targets) and include
statements regarding Capco’s intentions, beliefs or current expectations. They are not guarantees of
future performance. By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied by the forward-looking statements.
Any forward-looking statements in this document reflect Capco’s view with respect to future events
as at the date of this document and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Capco’s operations, results of operations, financial
condition, growth, strategy, liquidity and the industry in which Capco operates. No assurances can be
given that the forward-looking statements in this document will be realised. Neither Capco nor the
Joint Bookrunners undertake any obligation nor do they intend to revise or update any forward-
looking statements in this document to reflect events or circumstances after the date of this
document (except, in the case of Capco, to the extent required by the FSA, the London Stock
Exchange or by applicable law, the Listing Rules or the Disclosure and Transparency Rules or by the
listing requirements of the JSE). None of the future projections, expectations, estimates or prospects
in this document should be taken as forecasts or promises nor should they be taken as implying any
indication, assurance or guarantee that the assumptions on which such future projections,
expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of
the assumptions, fully stated in the document. As a result of these risks, uncertainties and
assumptions, the recipient should not place undue reliance on these forward-looking statements as a
prediction of actual results or otherwise.
Neither the content of the Company’s website nor any website accessible by hyperlinks to the
Company’s website is incorporated in, or forms part of, this Announcement.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell,
issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities in any
jurisdiction, nor shall there be any sale of securities in any jurisdiction, in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. In particular, this Announcement does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United
States, Australia, Canada or Japan.
This document may not be distributed, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the District of Columbia), Australia,
Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant
securities law of such jurisdiction. Any failure to comply with the above restrictions may constitute a
violation of U.S., Australian, Canadian or Japanese securities laws. The distribution of this document in
other jurisdictions may be restricted by law, and persons into whose possession this document comes
should inform themselves about, and observe, any such restrictions.
The securities mentioned herein have not been and will not be registered under the US Securities Act
of 1933, as amended (the "US Securities Act"), or under any securities laws of any State or other
jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within the United States absent registration orpursuant to an applicable
exemption from the registration requirements of the US Securities Act and in compliance with the
securities laws of any State or other jurisdiction of the United States. There will be no public offer of
the securities mentioned herein in the United States. This Announcement may not be released,
published or distributed, directly or indirectly, in whole or in part, in or into the United States.
Note to US QIBs: The Company may be classified a “passive foreign investment company” (PFIC) for
the current taxable year and may be classified as a PFIC in one or more future taxable years. U.S.
investors should take their own tax advice accordingly.
In member states of the European Economic Area (the “EEA”), this document is only addressed to and
is only directed at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the
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Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in the relevant member state of the EEA) and any implementing measure
in each relevant member state of the EEA (“Qualified Investors”). In the United Kingdom, this
document is only being directed to and is only directed at qualified investors who are (a) persons who
have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), as amended;
(b) members or creditors of a corporate body within the meaning of Article 43 of the Order; (c) those
persons falling within Article 49(2)(a) to (d) of the Order; or (d) those persons to whom it can
otherwise lawfully be distributed (each, a “Relevant Person”).
In South Africa, this document is only being directed to and is only directed at persons whose total
contemplated acquisition cost for Placing Shares, as single addressees acting as principal, is equal to
or greater than R1 000 000 ("Exempt Addressees").
Any investment or investment activity to which this communication relates is available only to (i) in
the United Kingdom, Relevant Persons, (ii) in any other member state of the EEA, Qualified Investors,
and (iii) in South Africa, Exempt Addressees, and will be engaged in only with such persons. This
document must not be acted or relied upon (a) in the United Kingdom, by persons who are not
Relevant Persons, (b) in any member state of the EEA, by persons who are not Qualified Investors and
(iii) in South Africa, by persons who are not Exempt Addressees. Solicitations resulting from this
document will only be responded to if the person concerned is, (i) in the United Kingdom, a Relevant
Person, (ii) in any other member state of the EEA, a Qualified Investor, and (iii) in South Africa, an
Exempt Addressee.
This Announcement (including the Appendix) has been issued by, and is the sole responsibility of, the
Company. Neither UBS Limited, Merrill Lynch International nor any of their respective affiliates,
parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings (such
entities together, “UBS” and "Merrill Lynch International", respectively) or any of their respective
directors, officers, employees or advisers or any other person accepts any responsibility whatsoever
and makes no representation or warranty, express or implied, for or in respect of the contents of this
announcement and, without prejudice to the generality of the foregoing, no responsibility or liability
is accepted by any of them for any such information or opinions or for any errors or omissions.
UBS is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and
SA Admission and will not regard any other person (whether or not a recipient of this document) as a
client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone
other than Capco for providing the protections afforded to its clients or for providing advice in
relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter
referred to in this document.
Merrill Lynch International (“BofA Merrill Lynch”), which is authorised and regulated in the United
Kingdom by the FSA, and Merrill Lynch South Africa, which is a registered sponsor and member of the
JSE, are acting exclusively for Capco and no one else in connection with the Placing, UK Admission and
SA Admission and will not regard any other person (whether or not a recipient of this document) as a
client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone
other than Capco for providing the protections afforded to its clients or for providing advice in
relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter
referred to in this document.
N M Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Capco and no one else in connection with the Placing, UK
Admission and SA Admission and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, UK Admission and SA Admission and will not be
responsible to anyone other than Capco for providing the protections afforded to its clients or for
providing advice in relation to the Placing, UK Admission, SA Admission or any transaction,
arrangement or other matter referred to in this document.
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BNP Paribas is acting exclusively for Capco and no one else in connection with the Placing, UK
Admission and SA Admission and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, UK Admission and SA Admission and will not be
responsible to anyone other than Capco for providing the protections afforded to its clients or for
providing advice in relation to the Placing, UK Admission, SA Admission or any transaction,
arrangement or other matter referred to in this document.
HSBC Investment Bank plc is acting exclusively for Capco and no one else in connection with the
Placing, UK Admission and SA Admission and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and
will not be responsible to anyone other than Capco for providing the protections afforded to its
clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any
transaction, arrangement or other matter referred to in this document.
The Placing Shares will be regarded as approved inward listed instruments for South African Exchange
Control purposes. All South African corporates, trusts, partnerships and private individuals may
participate in the Placing without restriction. South African institutional investors may also participate
in the Placing without affecting their permissible foreign portfolio investment allowances.
The price of shares and the income from them may go down as well as up and investors may not get
back the full amount invested on disposal of the shares.
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APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND
CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IN ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS FALLING WITHIN THE MEANING OF
ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”) AS AMENDED
BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE OF THE EEA
AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR ARE
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (“HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER AND (3) HAVE BEEN INVITED TO PARTICIPATE
IN THE PLACING BY THE PLACING AGENTS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
“RELEVANT PERSONS”).
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN CAPCO.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE “US SECURITIES ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION OR
PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS
ANNOUNCEMENT AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS
ANNOUNCEMENT, WILL NOT BE ACCEPTED. THIS ANNOUNCEMENT AND ANY OFFER IF MADE
SUBSEQUENTLY IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) AS AMENDED BY DIRECTIVE
2010/73/EU TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE OF THE EEA (“QUALIFIED
INVESTORS”).
By participating in the Bookbuilding Process and the Placing, Placees will be deemed to have read and
understood this Appendix and the remainder of this Announcement in its entirety, and to be
participating, making an offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities, acknowledgements and
undertakings contained herein.
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In particular each such Placee represents, warrants and acknowledges that it:
(a) is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;
(b) in the case of a Relevant Person in a member state of the EEA which has implemented the
Prospectus Directive (each a “Relevant Member State”) who acquires any Placing Shares
pursuant to the Placing:
(i) it is a Qualified Investor; and
(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that
term is used in Article 3(2) of the Prospectus Directive, that (a) the Placing Shares
subscribed for and/or acquired by it in the Placing have not been subscribed for
and/or acquired on behalf of, nor have they been or will be acquired with a view
to their offer or resale to, persons in any Relevant Member State other than
Qualified Investors or in circumstances in which the prior consent of the Placing
Agents has been given to the offer or resale; or (b) where Placing Shares have
been acquired by it on behalf of persons in any member state of the EEA other
than Qualified Investors, the offer of those Placing Shares to it is not treated under
the Prospectus Directive as having been made to such persons; and
(c) is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an
account with respect to which it exercises sole investment discretion and has the authority
to make, and does make, the acknowledgements, representations and agreements
contained in this Appendix and that it (and any such account) is outside the United States
or it is a dealer or other professional fiduciary in the United States acting on a
discretionary basis for non-US beneficial owners (other than an estate or trust), and is
acquiring the Placing Shares in an offshore transaction in reliance upon Regulation S under
the US Securities Act and it is not purchasing the Placing Shares for the account of another
person who is resident or located in the United States unless (a) the instruction to
purchase was received from a person outside the United States and (b) the person giving
such instruction has advised that it has the authority to give such instruction and that
either it (i) has investment discretion or authority over such account or (ii) otherwise is
purchasing the Placing Shares in an “offshore transaction” within the meaning of
Regulation S under the US Securities Act; or if it is not outside the United States, it is a
qualified institutional buyer (“QIB”) as defined in Rule 144A under the US Securities Act, or
purchasing Placing Shares on behalf of a QIB, who will sign a letter in the form agreed
between the Company and the Managers (“US Investor Letter”) and understands (or, if it is
acting for the account of another person, such person has confirmed that such person
understands) the resale and transfer restrictions set out in “Representations and further
terms” contained herein.
This Announcement does not constitute or form part of an offer to sell or issue or the solicitation of
an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the
United Kingdom, South Africa, the United States or any Excluded Territory. This Announcement and
the information contained herein is not for publication or distribution, directly or indirectly, to persons
in the United States or any Excluded Territory or in any jurisdiction in which such publication or
distribution is unlawful. No public offering of securities will be made in connection with the Placing in
the United Kingdom, South Africa, the United States or elsewhere.
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The Placing Shares referred to in this Announcement have not been and will not be registered under
the US Securities Act or under the securities laws of any State or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the United States absent
registration or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities laws of any State of the
United States. Any offering to be made in the United States will be made to a limited number of QIBs
pursuant to an exemption from registration under the US Securities Act in a transaction not involving
any public offering. The Placing Shares are being offered and sold outside the United States in
accordance with Regulation S under the US Securities Act.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange
Commission, any State securities commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence
in the United States. Persons (including without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or this Announcement should
seek appropriate advice before taking any action.
The Placing Shares will be regarded as approved inward listed instruments for South African Exchange
Control purposes. All South African corporates, trusts, partnerships and private individuals may
participate in the Placing without restriction. South African institutional investors may also participate
in the Placing without affecting their permissible foreign portfolio investment allowances.
The distribution of this Announcement and the Placing and/or issue of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company, the Managers, or
any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and the Managers to inform themselves
about and to observe any such restrictions.
1. Introduction
The Managers will today commence the Bookbuilding Process to determine demand for participation
in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The Managers and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they may, in their sole discretion,
determine.
The Company will apply for admission of the Placing Shares to trading on the main market of the
London Stock Exchange and to trading on the main board of the JSE. It is expected that Placing
Admission and SA Admission will take place, and that trading in the Placing Shares will commence, on
27 September 2012.
The Placing is conditional, inter alia, upon Placing Admission becoming effective and the Placing
Agreement not being terminated, and in relation to the Rand Placing only, Exchange Control Approval.
It is anticipated that the settlement date will be 27 September 2012.
The Placing Shares will, when issued, be subject to the articles of association of the Company and will
be issued credited as fully paid and will rank pari passu with the existing Ordinary Shares, including
10
the right to receive all dividends and other distributions declared in respect of such Ordinary Shares
after the date of issue of the Placing Shares (excluding the 2010 final dividend).
2. The Placing Agreement
The Managers have entered into the Placing Agreement with the Company under which, subject to
the conditions set out in that agreement, the Placing Agents have agreed to use reasonable
endeavours to procure Placees for the Placing Shares at a price determined following completion of
the bookbuilding process in respect of the Placing (the “Bookbuild”), described in this Announcement
and set out in the Placing Agreement and, subject to agreement with the Company as to the number
and price of the Placing Shares to be placed with the Placees, to the extent that such Placees fail to
pay for all the Placing Shares, the Placing Agents have agreed to underwrite the settlement risk in the
event that any Placees who do participate fail to take up their allocation of Placing Shares.
As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a
period of 90 days after Admission, without the prior written consent of the Placing Agents (on behalf
of the Managers). This agreement is subject to customary exceptions and does not prevent the
Company from granting or satisfying exercises of options granted pursuant to the terms of existing
employee share schemes of the Company.
3. Participation in, and principal terms of, the Placing
The principal terms upon which the Placing is to be conducted are set out below:
(a) UBS Limited and Merrill Lynch International are acting as Placing Agents and as agents of the
Company. UBS Limited, Merrill Lynch International, HSBC Bank PLC and BNP Paribas are acting
as Managers and as agents of the Company.
(b) Participation in the Placing will only be available to persons who may lawfully be, and are,
invited to participate by the Placing Agents. The Placing Agents and their respective affiliates
are each entitled to enter bids in the Bookbuilding Process as principals.
(c) The Bookbuilding Process will establish the Sterling Placing Price (in Sterling) and the Rand
Placing Price (in Rand), payable to the Placing Agents by all Placees whose bids are successful.
The Sterling Placing Price and the Rand Placing Price will be agreed between the Managers
and the Company following completion of the Bookbuilding Process. Any discount to the
market price of the ordinary shares of the Company will be determined in accordance with
the UKLA Listing Rules and, to the extent applicable, the listing requirements of the JSE. The
Placing Price and the number of Placing Shares will be announced on a Regulatory
Information Service and on SENS following the completion of the Bookbuilding Process.
(d) The number of Rand Placing Shares will represent a maximum of 30 per cent. of the total
number of Placing Shares.
(e) To bid in the Bookbuilding Process, non-SA Placees should communicate their bid by
telephone to their usual sales or equity capital markets contact at Merrill Lynch or UBS
Limited. Each bid should state the number of Placing Shares which the prospective non-SA
Placee wishes to subscribe for at the Sterling Placing Price, which is ultimately established by
the Company and the Managers, or at prices up to a price limit specified in its bid. A bid in the
Bookbuilding Process will be legally binding on the Placee by which, or on behalf of which, it
is made and will not be capable of variation or revocation by such person after the close of
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the Bookbuilding Process. Bids may be scaled down by the Managers on the basis referred to
in, and subject to the limitations in, paragraph 3(l) below. The acceptance of the bids shall be
at the Managers' absolute discretion.
(f) To bid in the Bookbuilding Process, SA Placees should communicate their bid by telephone to
their usual sales or equity capital markets contact at Merrill Lynch or UBS Limited. Each bid
should state the number of Placing Shares which the prospective SA Placee wishes to
subscribe for at the Sterling Placing Price, which is ultimately established by the Company and
the Managers, or at prices up to a price limit specified in its bid. SA Placees will receive
guidance regarding the appropriate Rand/Sterling exchange rate (the “Initial Exchange Rate
Guidance”) that will be used to calculate the final Rand Placing Price. The final Rand/Sterling
exchange rate will be confirmed at the time that pricing and allocations takes place (the “Final
Exchange Rate”). SA Placees should be aware that there may be a difference between the
Initial Exchange Rate Guidance and the Final Exchange Rate due to intraday movement in the
Rand/Sterling exchange rate. The acceptance of the bids shall be at the Managers' absolute
discretion.
(g) The Bookbuilding Process is expected to close no later than 4.30 p.m. (London time) on 19
September 2012 but may be closed earlier or later at the discretion of the Managers. The
Managers may, in agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its absolute discretion.
(h) Each prospective Placee’s allocation (its "Placing Participation") will be agreed between the
Managers and the Company and will be confirmed orally by the Managers as agents of the
Company following the close of the Bookbuilding Process. That oral confirmation will
constitute an irrevocable legally binding commitment upon that person (who will at that point
become a Placee) in favour of the Company and the Managers to subscribe for the number of
Placing Shares allocated to it at the Sterling Placing Price or the Rand Placing Price, as
applicable, on the terms and conditions set out in this Appendix and in accordance with the
Articles of Association.
(i) Each prospective non-SA Placee’s allocation and commitment will be evidenced by a contract
note or electronic confirmation issued to such Placee by the Managers. Each prospective SA
Placee's allocation and commitment will be evidenced by an electronic confirmation issued to
such Placee by the Managers. The terms of this paragraph 3 will be deemed incorporated in
the contract note or electronic confirmation, as applicable.
(j) Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed
to the Managers, to pay to the Managers (or as they may direct) in cleared funds at the time
referred to in paragraph 6 below, an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each Placee’s obligation will be owed to the Company
and to the Managers. The Company shall allot such Placing Shares to each Placee following
each Placee’s payment to the Managers of such amount.
(k) Each Placee to whom Sterling Placing Shares are allotted shall be entered onto the UK
Register and each Placee to whom Rand Placing Shares are allotted shall be entered onto the
SA Register.
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(l) Subject to paragraphs 3(e), 3(f) and 3(g) above, the Managers may choose to accept bids,
either in whole or in part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis as they may determine,
provided that the minimum acquisition cost for Placing Shares by any SA Placee, acting as
principal, shall be R1 000 000. The Managers may also, notwithstanding paragraphs 3(d), 3(e)
and 3(f) above, subject to the prior consent of the Company (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute discretion of the Managers in
agreement with the Company.
(m) A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in
this Appendix and will be legally binding on the Placee on behalf of which it is made and,
except with the consent of the Managers, will not be capable of variation or revocation after
the time at which it is submitted.
(n) Except as required by law or regulation, no press release or other Announcement will be
made by the Managers or the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee’s prior written consent.
(o) Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed,
settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required
to be made at the same time, on the basis explained under ‘Registration and Settlement’ in
paragraph 6 below.
(p) All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the
conditions referred to under ‘Conditions to the Placing’ in paragraph 4 below and to the
Placing not being terminated on the basis referred to below under ‘Termination of the Placing
Agreement’ in paragraph 5 below.
(q) By participating in the Bookbuilding Process, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the Placee.
(r) To the fullest extent permissible by law, neither the Managers nor any of their respective
Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither the Managers nor any of its respective Affiliates
shall have any liability (including to the fullest extent permissible by law, any fiduciary duties)
in respect of the Managers’ conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as the Placing Agents (on behalf of the Managers) and the
Company may agree.
(s) In addition, the Managers or their Affiliates may enter into financing arrangements and swaps
with investors in connection with which the Managers or their Affiliates may from time to
time acquire, hold or dispose of Ordinary Shares.
(t) No prospectus
No offering document or prospectus has been or will be prepared in relation to the Placing,
and Placees' commitments will be made solely on the basis of publicly available information
taken together with the information contained in this Announcement (including this
Appendix) released by the Company today, and any Exchange Information (as defined below)
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previously published by the Company and subject to the further terms set forth in the
contract note or electronic confirmation to be provided to prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this
Announcement (including this Appendix) and the publicly available information released by or
on behalf of the Company is exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than publicly available information)
or the Managers or their Affiliates (other than the amount of the relevant Placing
Participation in the oral confirmation given to Placees and the contract note or electronic
confirmation referred to below) or any other person and none of the Managers, their
Affiliates, any persons acting on their behalf or the Company nor any other person will be
liable for any Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or received
(regardless of whether or not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
By accepting a participation in the Placing, each Placee acknowledges that its agreement to
acquire Placing Shares is not by way of acceptance of a public offer made by way of a
prospectus, but is by way of a collateral contract made pursuant to these Terms and
Conditions.
4. Conditions to the Placing
The principal conditions to the Placing are set out below:
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms in respect of the Placing.
The obligations of the Managers under the Placing Agreement are, and the Placing is, conditional on,
inter alia:
(a) Placing Admission occurring not later than 8.00 a.m. on 27 September 2012 (where the
Pricing Supplement is executed by all the parties thereto by no later than 5:00 p.m. on 19
September 2012 (or such later time and/or date as the Company may agree with the
Placing Agents on behalf of the Managers);
(b) the warranties given by the Company in the Placing Agreement being true, accurate and
not misleading on and as of the date of the Placing Agreement, and at the time of
Admission, in each case, by reference to the facts and circumstances then existing, or no
material matter having arisen prior to the time of Admission which might reasonably be
expected to give rise to a claim under the Placing Agreement;
(c) the Company having complied with all its obligations under the Placing Agreement or
under the terms or conditions of the Placing which fall to be performed or satisfied on or
prior to Admission, save to the extent that any non-compliance is not material in the
context of the Placing and/or Admission; and,
(d) the Company allotting, subject only to Admission and, in relation to the Rand Placing only,
Exchange Control Approval, the Placing Shares,
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(all such conditions included in the Placing Agreement being each a “condition” and together the
“conditions”).
If any condition in the Placing Agreement is not satisfied or waived in accordance with the Placing
Agreement within the stated time periods (or such later time and/or date as the Company and the
Placing Agents, on behalf of the Managers, may agree), or has become incapable of being satisfied or
the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the
Placee’s rights and obligations under these terms and conditions shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
The Rand Placing is conditional upon Exchange Control Approval. If Exchange Control Approval is not
obtained by the time of the settlement of the Sterling Placing, the Sterling Placing will not be delayed
and will settle in accordance with its terms on Placing Admission, settlement of the Rand Placing may
be delayed by up to 10 Business Days, and the Company will notify Placees of the delayed settlement
and any related arrangements via SENS. If Exchange Control Approval is not obtained within 10
Business Days after settlement of the Sterling Placing, provided that they are permitted in terms of
the South African Exchange Control Regulations to do so, SA Placees will be invited, subject to the
warranties and representations in paragraph 7 below and such other requirements as the Company
and the Placing Agents (on behalf of the Managers) may determine, to elect to subscribe for the same
number of Sterling Placing Shares as they have been allocated Rand Placing Shares, at the Sterling
Placing Price. SA Placees who do not make such an election within 15 Business Days after settlement
of the Sterling Placing (or such other period as the Company and the Placing Agents (on behalf of the
Managers) may determine) will be released from their obligations to subscribe for Placing Shares and
will have no further right to be issued Placing Shares.
The Placing Agents (on behalf of the Managers) may at their absolute discretion and upon such terms
as they think fit, waive compliance by the Company, or extend the time and/or date for fulfilment by
the Company, with the whole or any part of any of the Company’s obligations in relation to the
conditions in the Placing Agreement, save that certain conditions including the condition relating to
Placing Admission referred to in paragraph 4(a) above may not be waived. Any such extension or
waiver will not affect Placees’ commitments as set out in this Appendix.
Neither the Managers nor any of their respective Affiliates nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing nor for any decision any of them may make as to
the satisfaction of any condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute discretion of the Placing
Agents (on behalf of the Managers).
5. Termination of the Placing Agreement
The rights of the Placing Agents (on behalf of the Managers) to terminate the Placing are set out
below:
The Placing Agents (on behalf of the Managers) may, at their absolute discretion, by notice in writing
to the Company, terminate the Placing Agreement in relation to their obligations in respect of the
Placing Shares at any time prior to Placing Admission if, inter alia:
15
(a) any of the warranties, undertakings or covenants given by the Company in the Placing
Agreement is, or if repeated at any time up to and including Admission (by reference to
the facts and circumstances then existing) would be, untrue, inaccurate or misleading; or
(b) the Managers become aware that any statement in any Placing Document is or becomes
untrue, inaccurate or misleading in any respect or any matter has arisen, which would, if
the Placing were made at that time, constitute an omission from any Placing Document (or
any amendment or supplement), and which the Placing Agents (on behalf of the
Managers) in their absolute discretion acting in good faith consider to be material in the
context of the Placing or Admission; or
(c) in the opinion of the Placing Agents (on behalf of the Managers) acting in good faith there
has been a material adverse change, or any development reasonably expected to amount
to a material adverse change in, the condition (financial, operational, legal or otherwise) or
in the earnings management, business affairs, business prospects or financial prospects of
the Group, whether or not arising in the ordinary course of business and whether or not
foreseeable since the date of the Placing Agreement; or
(d) there has occurred any material adverse change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls that has,
in the opinion of the Placing Agents (on behalf of the Managers), acting in good faith,
resulted in the marketing of the Placing Shares or the enforcement of contracts for the
subscription or sale of the Placing Shares becoming impracticable or inadvisable; or
(e) the application for Placing Admission is withdrawn or refused by the FSA and/or the
London Stock Exchange.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each
Placee in respect of the Placing as described in this Appendix shall cease and terminate at such time
and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Managers that the
exercise by the Company or the Managers of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion of the Company or the
Placing Agents (on behalf of the Managers) (as the case may be) and that neither the Company nor
the Managers need make any reference to such Placee and that to the fullest extent permitted by law,
neither the Company, the Managers nor any of their respective affiliates shall have any responsibility
or liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise or a failure so to exercise.
By participating in the Placing, Placees agree that their commitment is irrevocable and not terminable
by them in any circumstances after oral confirmation by the Managers following the close of the
Bookbuilding Process.
6. Registration and settlement
The basis of registration and settlement in connection with the Placing are set out below.
Non-SA Placees
If non-SA Placees are allocated any Placing Shares in the Placing they will be sent a contract note or
electronic confirmation which will confirm the number of Placing Shares allocated to them, the
16
Sterling Placing Price and the aggregate amount owed by them to the Managers. Each non-SA Placee
will be deemed to agree that it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated settlement instructions which
they have in place with the Managers. Payment in full for any Placing Shares so allocated at the
Sterling Placing Price must be made by no later than midday (or such other time as shall be notified to
each non-SA Placee by the Placing Agents on 27 September 2012 (or such other time and/or date as
the Company and the Placing Agents (on behalf of the Managers) may agree)).
Settlement of transactions in the Placing Shares following Placing Admission will take place within the
CREST system. Settlement through CREST will be on a T + six Business Day basis unless otherwise
notified by the Managers and is expected to occur on 27 September 2012. Settlement will be on a
delivery versus payment basis. However, in the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the
Placing Agents (on behalf of the Managers) may agree that the Placing Shares should be issued in
certificated form. The Managers reserve the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or
settlement to non-SA Placees is not practicable within the CREST system or would not be consistent
with regulatory requirements in the relevant non-SA Placee’s jurisdiction.
Interest is chargeable daily on payments not received on the due date in accordance with the
arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two
percentage points above LIBOR as determined by the Placing Agents (on behalf of the Managers).
If non-SA Placees do not comply with their obligations, the Managers may sell their Placing Shares on
their behalf and retain from the proceeds, for their own account and benefit, an amount equal to the
Placing Price of each share sold plus any interest due. Non-SA Placees will, however, remain liable for
any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together
with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, UK Placees must ensure that,
upon receipt, the conditional contract note or electronic confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as Placing Shares are registered
in a non-SA Placee's name or that of its nominee or in the name of any person for whom a non-SA
Placee is contracting as agent or that of a nominee for such person, such Placing Shares should,
subject to as provided below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax or to any securities transfer tax in terms of the South African Securities Transfer Tax Act,
2007 ("STT"). If there are any circumstances in which any other stamp duty or stamp duty reserve tax
or STT (together with interest and penalties) is payable in respect of the issue of the Placing Shares,
neither the Managers nor the Company shall be responsible for the payment thereof. Non-SA Placees
will not be entitled to receive any fee or commission in connection with the Placing.
SA Placees
If SA Placees are allocated any Placing Shares in the Placing they will be sent an electronic
confirmation which will confirm the number of Placing Shares allocated to them, the Rand Placing
Price and the aggregate amount owed by them to the Managers. Each SA Placee will be deemed to
agree that it will do all things necessary to ensure that delivery and payment is completed in
accordance with the requirements of STRATE, including ensuring that their CSDP accounts are credited
with sufficient funds to settle the aggregate amounts owed by them, and instructing their CSDPs to
17
book off-market trades (on a receipt versus payment basis) in respect of the Placing Shares allocated
to them. Payment in full for any Placing Shares so allocated at the Rand Placing Price must be made by
no later than midday (South African time) (or such other time as shall be notified to each SA Placee by
the Managers on 27 September 2012 (or such other time and/or date as the Company and the Placing
Agents, on behalf of the Managers, may agree)).
Subject to Exchange Control Approval, settlement of transactions in the Rand Placing Shares will take
place within the STRATE system. Settlement through STRATE will be on a T + five Business Day basis
unless otherwise notified by the Managers and is expected to occur on 27 September 2012. In the
event that the company's application to have the Placing Shares admitted to trading on the main
board of the JSE is delayed beyond 9.00 a.m. on 27 September 2012, settlement shall occur up to 3
days later, or at such later time and/or date as the Company may agree with the Placing Agents (on
behalf of the Managers), provided that in the event of any difficulties or delays in SA Admission, the
admission of the Placing Shares to STRATE or the use of STRATE in relation to the Placing, the
Company and the Placing Agents (on behalf of the Managers) may agree that the Placing Shares
should be issued in certificated form. Settlement will be on a delivery versus payment basis. However,
the Managers reserve the right to require settlement for the Placing Shares, and to deliver the Placing
Shares to SA Placees, by such other means as they deem necessary if delivery or settlement to SA
Placees is not practicable within the STRATE system or would not be consistent with regulatory
requirements in a SA Placee’s jurisdiction.
In the event that Exchange Control Approval is not received within 10 Business Days after settlement
of the Sterling Placing and SA Placees elect to subscribe for Sterling Placing Shares in terms of
paragraph 4 above, the provisions of this paragraph 6 under the heading "non-SA Placees" will apply
to such subscription, with the necessary changes. Interest is chargeable daily on payments not
received on the due date in accordance with the arrangements set out above, in respect of either
STRATE or certificated deliveries, at the rate of seven per cent. per annum.
If SA Placees do not comply with their obligations, the Managers may sell their Placing Shares on their
behalf and retain from the proceeds, for their own account and benefit, an amount equal to the
Placing Price of each share sold plus any interest due. SA Placees will, however, remain liable for any
shortfall below the Placing Price plus any interest due and for any securities transfer tax (together with
any interest or penalties in respect thereof) which may arise upon the sale of their Placing Shares on
their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, SA Placees must ensure that,
upon receipt, the electronic confirmation is copied and delivered immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered in a SA Placee's name or that of its
nominee or in the name of any person for whom a SA Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject to as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in
which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is
payable in respect of the issue of the Placing Shares, neither the Managers nor the Company shall be
responsible for the payment thereof. SA Placees will not be entitled to receive any fee or commission
in connection with the Placing.
7. Representations and warranties
The representations and warranties given by each of the Placees in the Placing are set out below:
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By participating in the Placing each Placee (and any person acting on such Placee’s behalf) will be
deemed to have acknowledged, undertaken, represented, warranted and agreed (as the case may be)
with the Managers (in their respective capacities in respect of the Placing) and the Company, in each
case as a fundamental term of their application for Placing Shares as follows:
(a) it has read and understood the Announcement and this Appendix in its entirety and that
its subscription for the Placing Shares is subject to and based upon all the terms,
conditions, warranties, acknowledgements, agreements and undertakings and other
information contained therein and herein;
(b) it has not received a prospectus or other offering document in connection with the Placing
and acknowledges that no prospectus or other offering document has been or will be
prepared in connection with the Placing or the Placing Shares;
(c) it acknowledges and agrees that (a) the Ordinary Shares are listed on the premium
segment of the Official List of the UK Listing Authority, admitted to trading on the on main
market for listed securities of the London Stock Exchange and listed on the JSE, and that
the Company is therefore required to publish certain business and financial information in
accordance with the rules and practices of the FSA and/or the London Stock Exchange
(collectively, the “Exchange Information”), which includes a description of the nature of
the Company’s business and the Company’s most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and that it has had the
opportunity to review such Exchange Information; (b) it is able to obtain or access such
Exchange Information and further publicly available information on the Company’s website
that it deems necessary or appropriate and sufficient in making an investment decision
without undue difficulty, and is able to obtain access to comparable information
concerning any other publicly traded company as it requires, without undue difficulty; and
(c) in making its investment decision it has not relied on any information relating to the
Company made at any time by any person, other than the Exchange Information and any
Publicly Available Information (as defined in paragraph (f)) (including this Announcement);
(d) if the Placing Shares were offered to it in the United States, it represents and warrants that
in making its investment decision, (i) it has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws generally and the US
Employee Retirement Income Security Act of 1974 (“ERISA”), the US Investment Company
Act of 1940 and the US Securities Act, (ii) it is aware and understands that an investment in
the Placing Shares involves a considerable degree of risk and no US federal or state or non-
US agency has made any finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares;
(e) (i) the only information on which it is entitled to rely and on which such Placee has relied
in committing itself to subscribe for the Placing Shares is contained in this Announcement,
any Publicly Available Information, such information being all that it deems necessary or
appropriate and sufficient to make an investment decision in respect of the Placing Shares;
(ii) it has neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the Managers or the Company; (iii)
neither the Managers nor the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information, representation,
warranty or statement and (iv) it will not hold the Managers or any of its associates or any
19
person acting on its behalf responsible or liable for any misstatements in or omission from
any Exchange Information or other publicly available information relating to the
Company’s group (whether in written or oral form);
(f) (i) it has made its own assessment of the Company, the Placing Shares and the terms of
the Placing based on the information contained within the Announcement, the Placing
Results Announcement, this Appendix and any Exchange Information, and other
information that has been made publicly available by the Company, (the “Publicly
Available Information”) and it has not relied, and will not rely, on any other information,
representation, warranty or statement made at any time by any person in connection with
the Placing or the Company, (ii) neither UBS, Merrill Lynch nor the Company nor their
respective Affiliates nor any other person has made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness, fairness or adequacy of the Exchange Information or the Publicly Available
Information or any other written or oral information made available to any Placee, any
person acting on such Placee's behalf or any of their respective advisers, and any liability is
therefore expressly disclaimed and (iii) it has made its own investigation of the business,
financial and other position of the Company and the terms of the Placing, satisfied itself
that the information is still current and relied on that investigation for the purposes of its
decision to participate in the Placing;
(g) it acknowledges that the content of this Announcement is exclusively the responsibility of
the Company and that neither the Managers, their Affiliates nor any person acting on their
behalf has or shall have any responsibility or liability for any information, representation or
statement contained in this Announcement or any Publicly Available Information and will
not be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement nor any
Exchange Information or Publicly Available Information previously published by or on
behalf of the Company or otherwise;
(h) in making any decision to subscribe for the Placing Shares, it confirms that (i) it has
knowledge, sophistication and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of acquiring the Placing
Shares; (ii) it is experienced in investing in securities of this nature and is aware that it is
able to bear, the economic risk of, and is able to sustain a complete loss in connection
with, the Placing, has adequate means of providing for its current and contingent needs
and has no need for liquidity with respect to its Placing Participation; (iii) it has had
sufficient time to consider and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the tax, legal, currency and other economic
considerations relevant to such investment and (iv) it will not look to the Company, the
Managers, any of their respective Affiliates or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
(i) it is not and it will not be subscribing on behalf of a resident of any Excluded Territory at
the time the Placing Shares are acquired;
(j) each of it and the beneficial owner of the Placing Shares is, and at the time the Placing
Shares are acquired will be, (i) located outside the United States and acquiring the Placing
Shares in an ‘offshore transaction’, as defined in, and in accordance with Rule 903 or Rule
904 of Regulation S under the US Securities Act, and is not purchasing the Placing Shares
20
for the account of another person who is resident or located in the United States unless (a)
the instruction to purchase was received from a person outside the United States and (b)
the person giving such instruction has advised that it has the authority to give such
instruction and that either it (x) has investment discretion or authority over such account
or (y) otherwise is purchasing the Placing Shares in an ‘offshore transaction’ within the
meaning of Regulation S under the US Securities Act or (ii) a QIB;
(k) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it has sole investment discretion with respect to each such account and it has
full power and authority to make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account;
(l) it is acquiring such Placing Shares for its own account (or for an account as to which it has
sole investment discretion) for investment purposes and (subject to the disposition of its
property being at all times within its control) not with a view to any distribution of the
Placing Shares and the Company has not been registered as an "investment company"
under the United States Investment Company Act of 1940, as amended;
(m) the Placing Shares are being offered and sold to it in accordance with the exemption from
registration under the Securities Act for transactions by an issuer not involving a public
offering of securities in the United States and that the Placing shares have not been, and
will not be, registered under the Securities Act or with any State or other jurisdiction of the
United States;
(n) it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all
relevant jurisdictions;
(ii) has fully observed such laws;
(iii) has capacity and authority and is entitled to enter into and perform its obligations
as an acquirer of Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities (including, without limitation,
in the case of a person acting on behalf of a Placee, all necessary consents and
authorities to agree to the terms set out or referred to in this Appendix under
those laws or otherwise, and complied with all necessary formalities;
(v) not taken any action (including without limitation the acceptance of its Placing
Shares) which will or may result in the Company or the Managers (or any of them)
being in breach of a legal or regulatory requirement of any territory in connection
with the Placing and the other arrangements described in this Announcement;
(o) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it
except (a) outside the United States in an offshore transaction pursuant to Rule 903 or
Rule 904 of Regulation S under the Securities Act (‘‘Regulation S’’) (and, if in a privately
negotiated transaction, to a person that is not an ERISA Entity, as defined below), (b) in the
United States to a person whom the seller reasonably believes is a QIB (that is not an
ERISA Entity) to whom notice is given that the offer, sale or transfer is being made in
reliance on Rule 144A, pursuant to Rule 144A under the Securities Act, (c) pursuant to Rule
144 under the Securities Act (if available), (d) to the Company, (e) pursuant to an effective
21
registration statement under the Securities Act, or (f) pursuant to another available
exemption, if any, from registration under the Securities Act, in each case in compliance
with all applicable laws;
(p) the Placing Shares offered and sold in the United States are “restricted securities” within
the meaning of Rule 144(a)(3) under the US Securities Act;
(q) so long as the Placing Shares are “restricted securities” within the meaning of Rule
144(a)(3) under the US Securities Act, it will segregate such Placing Shares from any other
shares in the Company that it holds that are not restricted securities and will not deposit
the Placing Shares into any depositary receipt facility maintained by any depositary bank in
respect of the Company’s Ordinary Shares;
(r) a purchase of Placing Shares by an employee benefit plan subject to ERISA or a plan
subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the
“Code”), or by any entity whose assets are treated as assets of any such plan, could result
in severe penalties or other liabilities for the Company; and it represents, warrants and
agrees that it is not (a) (i) an employee benefit plan as described in Section 3(3) of ERISA
and subject to ERISA, (ii) a plan subject to Section 4975 of the Code, (iii) any entity whose
assets are treated as assets of any such plan by reason of such employee benefit plan’s or
plans' investment in the entity, or (iv) a “benefit plan investor” as such term is otherwise
defined in the regulations promulgated by the US Department of Labor, and (b) if it is a
governmental plan, church or other plan which is subject to any federal, state or local law
that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code,
its purchase, holding or disposition of Placing Shares will not constitute or result in a non-
exempt violation under any such substantially similar law (the entities referred to in (a)-(b),
being referred to as “ERISA Entities”);
(s) it is not acquiring any of the Placing Shares as a result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of Regulation D under the US
Securities Act) or is located outside the United States and it is not acquiring any of the
Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S
under the US Securities Act);
(t) it acknowledges that there is a significant risk that the Company is treated as a Passive
Foreign Investment Company for US federal income tax purposes, which status will subject
US holders to adverse US federal income tax consequences;
(u) it acknowledges that where it is acquiring the Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account;
(v) if it is a pension fund or investment company, its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
(w) no representation has been made as to the availability of the exemption provided by Rule
144, Rule 144A or any other exemption under the US Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
(x) it acknowledges that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe for, and that
22
the Company may call upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned maximum;
(y) it will make payment to the Managers in accordance with the terms and conditions of this
Appendix on the due times and dates set out in this Appendix, failing which the relevant
Placing Shares may be placed with others on such terms as the Placing Agents (on behalf
of the Managers) determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this document) which may
arise upon the sale of such Placee’s Placing Shares on its behalf;
(z) the person who it specifies for registration as holder of the Placing Shares will be (i) the
Placee or (ii) a nominee of the Placee, as the case may be. The Managers and the Company
will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. If it is a non-SA Placee, it agrees to acquire
Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted
to a CREST stock account of the Managers who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement instructions with it. If it
is a SA Placee, it agrees to acquire Placing Shares pursuant to the Placing on the basis that
the Placing Shares will be held in the Company's CSDP account with Absa Bank Limited
until settlement in accordance with this Appendix;
(aa) the allocation, allotment, issue and delivery to it, or the person specified by it for
registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 and 96
of the Finance Act 1986 (depository receipts and clearance services) or to any securities
transfer tax in terms of the South African Securities Transfer Tax, 2007 and that it is not
participating in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
(bb) it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and
undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only and represents and
warrants that it is entitled to subscribe for Placing Shares comprised in its allocation under
the laws of all relevant jurisdictions which apply to it and that it has fully observed such
laws and obtained all governmental and other consents which may be required
thereunder and complied with all necessary formalities;
(cc) it has not offered or sold and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Placing Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the United Kingdom within
the meaning of section 85(1) of the Financial Services and Markets Act 2000 (the “FSMA”);
(dd) if it is within the European Economic Area, it is a qualified investor as defined in the
Prospectus Directive (as defined below);
23
(ee) it has only communicated or caused to be communicated and it will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the communication by an
authorised person;
(ff) it has complied and it will comply with all applicable provisions of the Criminal Justice Act
1993 and FSMA with respect to anything done by it or on its behalf in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
(gg) if it has received any confidential price sensitive information about the Company in
advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged
or required another person to deal in the securities of the Company; or (iii) disclosed such
information to any person, prior to the information being made generally available;
(hh) it has not offered or sold and will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Placing Admission except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in any member state of
the European Economic Area within the meaning of the Prospectus Directive (which
means Directive 2003/71/EC as amended by Directive 2010/73/EU and includes any
relevant implementing measure in any member state);
(ii) it has complied with or taken all appropriate action required, under the Proceeds of Crime
Act 2002, the Terrorism Act 2000, the Money Laundering Regulations 2007 and any other
applicable legislation concerning the prevention of money laundering (the “Money
Laundering Regulations”) and, if it is making payment on behalf of a third party, it has
obtained and recorded satisfactory evidence to verify the identity of the third party as may
be required by the Money Laundering Regulations (the “Regulations”) and, if making
payment on behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the Regulations;
(jj) if it is a SA Placee, or the Placing Shares were offered to it in, or it bid for Placing Shares
from, South Africa, it is acting as a principal in respect of the Placing for a minimum
acquisition cost of R1 000 000;
(kk) if it is a SA Placee, or is a South African resident for purposes of the South African
Exchange Control Regulations, it has obtained the necessary approvals from the South
African Reserve Bank in order to participate in the Rand Placing or the Sterling Placing, as
the case may be, or is entitled to make use of an exemption to the South African Exchange
Control Regulations and accordingly is permitted to participate in the Rand Placing or the
Sterling Placing, as the case may be;
(ll) (i) it and any person acting on its behalf has capacity and authority and is otherwise
entitled to subscribe for and purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Managers, any of their Affiliates or any person acting on
their behalf being in breach of the legal and/or regulatory requirements of any territory in
connection with the Placing and (iv) the subscription for and purchase of the Placing
24
Shares by it or any person acting on its behalf will be in compliance with applicable laws
and regulations in the jurisdiction of its residence, the residence of the Company, or
otherwise;
(mm) it acknowledges that these Terms and Conditions and any agreements entered into by it
pursuant to these Terms and Conditions and any non-contractual obligations arising out of
or in connection with such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the Company or
the Managers in any jurisdiction in which the relevant Placee is incorporated or in which
any of its securities have a quotation on a recognised stock exchange;
(nn) the Company, the Managers and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements;
(oo) the Placing Shares will be issued subject to the terms and conditions of this Appendix;
(pp) it (and any person acting on its behalf) agrees to indemnify and hold the Company, the
Managers and their respective Affiliates, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including legal fees and expenses) (i)
arising out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix; or (ii) incurred by the
Managers, the Company and/or any of their respective Affiliates, directors, officers and
employees arising from the performance of the Placee’s obligations or any breach of the
representations, warranties, acknowledgements, agreements and undertakings, in each
case as set out in this Appendix, and further agrees that the provisions of this Appendix
shall survive after completion of the Placing. No claim shall be made against the Company,
the Managers, their respective affiliates or any other person acting on behalf of any of
such persons by a Placee to recover any damage, cost, charge or expense which it may
suffer or incur by reason of or arising from the carrying out by it of the work to be done by
it pursuant hereto or the performance of its obligations hereunder or otherwise in
connection with the Placing;
(qq) it acknowledges that it irrevocably appoints any director or managing director of the
Managers as its agents for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
(rr) it acknowledges that its commitment to subscribe for Placing Shares on the terms set out
herein and in the contract note will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the Company’s
conduct of the Placing;
(ss) it acknowledges and agrees that neither the Managers nor their affiliates nor any other
person acting on behalf of any such persons (i) owe any fiduciary or other duties to it or
any Placee in respect of any representations, warranties, undertakings or indemnities in
25
the Placing Agreement and (ii) except for any liability which cannot by law be excluded,
accept any responsibility in relation to the Placing;
(tt) it acknowledges and agrees that the Managers are acting solely for the Company and no-
one else in connection with the Placing and, in particular, are not providing any service to
the Placees, making any recommendations to the Placees, advising the Placees regarding
the suitability of any transactions they may enter into to subscribe, acquire, purchase or
transfer any shares nor providing advice to them in relation to the Company, the Placing or
the Placing Shares and that participation in the Placing is on the basis that it is not and will
not be a client of the Managers and that the Managers have no duties or responsibilities to
any Placee for providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or performance of
any of the Managers’ rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
(uu) it acknowledges that in connection with the Placing, the Managers and any of their
Affiliates acting as an investor for its own account may purchase shares in the Company
and in that capacity may retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in the
Company to any of the Managers and any Affiliate acting in such capacity. Neither the
Managers nor any Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligations to do
so;
(vv) it acknowledges that the Placing Shares have not been and will not be registered under
the securities legislation of the United States, Canada or Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in or into such Excluded Territory;
(ww) it confirms that (i) it is not within, does not have a registered address in and is not a
resident, citizen or national of Canada or Japan or any other Excluded Territory in which it
is unlawful to make or accept an offer to acquire the Placing Shares; and (ii) it is not
acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any such Placing Shares into the or any other Excluded
Territory, in each case subject to certain exceptions;
(xx) if resident in Australia it is a professional investor and for the purposes of section 708(11)
of the Corporations Act 2001 (Cth) of Australia, the minimum amount to be paid by it for
the Placing Shares to be subscribed for by it will be not less than AUD500,000;
(yy) if resident in Australia it is not acquiring the Placing Shares for the purpose of resale,
transfer or the granting, issuing or transferring interests in, or options over them and will
not offer any Placing Shares for resale in Australia within 12 months of any such Placing
Shares being issued to it unless the resale offer is exempt from the requirement to issue a
disclosure document under section 708 of the Corporations Act 2001 (Cth) of Australia;
26
(zz) it acknowledges that the Placing Shares have not been and will not be qualified by a
prospectus under Canadian Securities Laws and are not being offered or sold to any person
in any Canadian jurisdiction;
(aaa) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-
discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or
resale to, persons in a member state of the European Economic Area which has
implemented the Prospectus Directive other than to Qualified Investors, or in
circumstances in which the prior consent of the Placing Agents (on behalf of the
Managers) has been given to the proposed offer or resale;
(bbb) it confirms that it will not offer or sell any of the Placing Shares which may be acquired by
it, in which such offer or sale is not authorised under these Terms and Conditions, or to
any person to whom it is unlawful to make such offer, sale or invitation except under
circumstances that will result in compliance with any applicable laws and/or regulations;
(ccc) acknowledges that no action has been or will be taken by the Company, the Managers or
any persons acting on behalf of the Company or the Managers that would, or is intended
to, permit a public offer of the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
(ddd) confirms that it will not distribute or publish any publication or document in relation to the
Placing Shares except in any circumstances which will be in compliance with all applicable
laws and regulations;
acknowledges that the Placing Shares are being offered and sold in a transaction not
involving a public offering of securities in the United States and the Placing Shares have not
been and will not be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States
or any other United States regulatory authority; The foregoing acknowledgements,
agreements, undertakings, representations, warranties and confirmations are given for the
benefit of each of the Company and the Managers (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person acting on their behalf) and
are irrevocable. The settlement of a Placee's allocation (and/or the allocation of a person
for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve
tax depends on the settlement relating only to the subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such agreement assumes, and
is based on a warranty from each Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person whose business either is or includes issuing
depositary receipts or the provision of clearance services. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor
the Managers shall be responsible for such stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the Managers accordingly.
27
Placees should note that the Company shall have no obligation. except as required by law or
regulation. 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 any transfer agent or registrar of the Placing Shares. In addition,
Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue,
securities transfer, registration, documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to subscribe for any Placing
Shares.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are
given to the Managers for themselves and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the
Managers or any of their affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Managers, any money held
in an account with the Managers on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and regulations of the FSA
made under FSMA. The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be segregated from the
Managers’ money in accordance with the client money rules and will be used by the Managers in the
course of their own business; and the Placee will rank only as a general creditor of the Managers.
All times and dates in this Appendix may be subject to amendment. the Managers shall notify the
Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Managers and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Managers:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
8. Passive Foreign Investment Company
There is a significant risk that the Company may be considered to be a Passive Foreign Investment
Company for US federal income tax purposes. US shareholders should consult their tax advisers
regarding the potential application of the PFIC regime.
In this Appendix the following expressions have the following meaning unless the context otherwise
requires:
Admission Placing Admission and/or SA Admission, as the context
requires.
28
Affiliate any holding company, subsidiary, branch or associated
undertaking (including, without limitation, joint venture
partners) from time to time or any subsidiary, branch or
associated undertaking (including, without limitation, joint
venture partners) of any such holding company from time to
time.
Announcement The press announcement containing these terms and
conditions of placing.
Articles of Association the articles of association of the Company from time to time in
force.
Bookbuilding Process the bookbuilding process carried out by the Managers to
establish demand at different prices from potential placees for
the Placing Shares.
Business Day a day (excluding Saturdays and Sundays) on which banks are
generally open for normal banking business in the City of
London and South Africa.
Company or Capco Capital & Counties Properties PLC, a company incorporated
under the laws of England and Wales (registered under no.
07145051), with its registered office at 15 Grosvenor Street,
London W1K 4QZ and registered as an external company in
South Africa (registered under no. 2010/003387/10), with its
registered external office at Liberty Life Centre, 1 Ameshoff
Street, Johannesburg, 2001.
CREST the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the Operator (as defined in the
CREST Regulations).
CSDP a Central Securities Depositary Participant accepted as such in
terms of the Securities Services Act.
European Economic Area or EEA the European Union, Iceland, Norway and Liechtenstein.
Exchange Control Approval formal written approval by the Financial Surveillance
Department of the South African Reserve Bank of the Rand
Placing in terms of the South African Exchange Control
Regulations.
Excluded Territories Australia, Canada or Japan.
Financial Services and Markets Act 2000 the United Kingdom Financial Services and Markets Act 2000,
or FSMA as amended.
FSA the UK Financial Services Authority acting in its capacity as
competent authority for the purposes of Part VI of FSMA and
in the exercise of its functions in respect of the admission to
the premium listing segment of the Official List of the Financial
Services Authority otherwise than in accordance with Part VI of
FSMA, including, where the context so permits, any
29
committee, employee, officer or servant to whom any function
of the Financial Services Authority may for the time being be
delegated.
Group the Company and its subsidiary undertakings, affiliates and
associates from time to time.
JSE JSE Limited, a public company incorporated and registered in
South Africa (Registration number 2005/022939/06), licensed
as a securities exchange in terms of the Securities Service Act.
JSE List the list of securities admitted to listing maintained by the JSE.
LIBOR London Interbank Offer Rate.
Listing Rules the listing rules produced by the FSA under Part VI of FSMA
and forming part of the FSA's Handbook of rules and guidance
as from time to time amended.
London Stock Exchange or LSE London Stock Exchange plc.
Managers UBS Limited, Merrill Lynch International, HSBC Bank PLC and
BNP Paribas
Merrill Lynch Merrill Lynch International, a company registered in England
and Wales with the number 02312079 whose registered office
is at 2 King Edward Street, London EC1A 1HQ ("Merrill Lynch").
non-SA Placees Placees whose Placing Shares will be recorded on the UK
Register.
Official List the list maintained by the FSA in accordance with section 74(1)
of FSMA for purposes of Part VI of FSMA.
Ordinary Shares or Shares the ordinary shares of 25 pence each in the capital of the
Company.
Passive Foreign Investment Company or a passive foreign investment company within the meaning of
PFIC Section 1297 of the United States Internal Revenue Code of
1986.
Placees the SA Placees and/or the non-SA Placees, as the context
requires.
Placing the placing of Placing Shares by the Placing Agents on behalf of
the Company pursuant to the provisions of the Placing
Agreement and as described in this Appendix.
Placing Admission admission to listing on the premium listing segment of the
Official List and admission to trading on the London Stock
Exchange of the Placing Shares becoming effective by the
decision of the UK Listing Authority to admit such shares to
listing being announced in accordance with the Listing Rules
and by the decision of the London Stock Exchange's Main
Market for Listed Securities to admit such shares to trading
30
being announced in accordance with the Admission and
Disclosure Standards.
Placing Agents UBS Limited and Merrill Lynch International.
Placing Agreement the placing agreement entered into between the Company and
UBS Limited and Merrill Lynch on 19 September 2012.
Placing Document this Announcement, the placing results announcements and
any other documents, announcements or other
communications issued by or on behalf of, or with the
authority of the Company in connection with the Placing.
Placing Participation each prospective Placee's allocation.
Placing Price the Rand Placing Price and/or the Sterling Placing Price, as the
context requires.
Placing Shares the Sterling Placing Shares and/or the Rand Placing Shares, as
the context requires.
Pounds sterling, Sterling or £ the lawful currency of the UK.
Placing Results Announcement the announcement relating to the Placing Price in the form to
be agreed.
Pricing Supplement the pricing supplement to the Placing Agreement.
QIB qualified institutional buyer, within the meaning of Rule 144A
under the US Securities Act.
Rand or R the lawful currency of South Africa.
Rand Placing the placing of Rand Placing Shares on behalf of the Company
pursuant to the provisions of the Placing Agreement.
Rand Placing Price the price per Rand Placing Share to be set out in the Pricing
Supplement.
Rand Placing Shares up to 18,630,000 new ordinary shares of 25 pence each in the
capital of the Company to be issued to Shareholders in South
Africa at the Rand Placing Price
Regulatory Information Service in respect of the non-SA Placees, any of the services set out in
Appendix 3 to the Listing Rules.
SA Admission admission of the Placing Shares to the JSE List and to the JSE's
Main Board for Listed Securities becoming effective in
accordance with the JSE Listings Requirements.
SA Placees those persons whose Placing Shares will be recorded on the SA
Register.
SA Register the branch register of the members of the Company in South
Africa.
Securities Services Act the South African Securities Services Act, No 36 of 2004, as
amended.
31
SENS the securities exchange news service of the JSE.
Shareholders holders of Ordinary Shares.
South Africa the Republic of South Africa.
South African Exchange Control the restrictions applicable to residents and non-residents as to
the remittance of funds from South Africa to a foreign country.
South African Exchange Control the Exchange Control Regulations of South Africa issued under
Regulations the Currency and Exchanges Act, No 9 of 1933.
Sterling Placing the placing of Sterling Placing Shares on behalf of the Company
pursuant to the provisions of the Placing Agreement.
Sterling Placing Price the price per Sterling Placing Share to be set out in the Pricing
Supplement.
Sterling Placing Shares up to 68,400,000 new ordinary shares of 25 pence each in the
capital of the Company to be issued to Shareholders outside
South Africa at the Sterling Placing Price.
STRATE STRATE Limited, registration number 1998/022242/06, a public
company incorporated with limited liability under the laws of
South Africa, which is licensed as a central securities
depositary under the Securities Services Act.
Terms and Conditions the terms and conditions of the Placing set out in the Appendix
to this Announcement.
UBS Limited UBS Limited, a company registered in England and Wales with
number 02035362 whose registered office is at 1 Finsbury
Avenue, London EC2M 2PP.
UK the United Kingdom of Great Britain and Northern Ireland.
UK Listing Authority or UKLA the FSA in its capacity as the competent authority for the
purposes of Part VI of FSMA.
.
UK Register the register of members of the Company in the UK, excluding,
for the avoidance of doubt, the SA Register.
US or United States the United States of America, its territories and possessions,
any State of the United States and the District of Columbia.
US Holder is a beneficial owner of Ordinary Shares that is (i) a citizen or
resident of the United States for US federal income tax
purposes; (ii) a corporation, or other entity treated as a
corporation, created or organised under the laws of the United
States or any state thereof; (iii) an estate the income of which
is subject to US federal income tax without regard to its source;
or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more US persons have the authority to control
32
all substantial decisions of the trust.
US Securities Act or Securities Act the US Securities Act of 1933, as amended.
US Securities and Exchange Commission the US government agency having primary responsibility for
enforcing the federal securities laws and regulating the
securities industry/stock market.
Sponsor:
Merrill Lynch South Africa Proprietary Ltd
33
Date: 19/09/2012 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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