Wrap Text
Placing to Fund Acquisition of Midsummer Place
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
INTU PROPERTIES PLC
27 FEBRUARY 2013
PLACING TO FUND THE ACQUISITION OF MIDSUMMER PLACE, MILTON KEYNES
Intu Properties plc ("Intu", the "Company" or the "Group") today announces an underwritten placing of up to 86.0 million new
ordinary shares of 50 pence each in the capital of the Company (the "Placing"), representing up to 9.9 per cent. of the
Company’s issued share capital immediately prior to the Placing. Up to 50 per cent. of the Placing may be denominated in Rand.
The Peel Group, which as at 26 February 2013 held (together with its affiliates) 20.1 per cent. of the issued share capital of Intu,
has undertaken to subscribe for approximately £50 million of new shares in the Placing at the Placing Price.
Background to the Placing and Use of Proceeds
The Company has also announced today that it has agreed to acquire Midsummer Place Shopping Centre, a prime shopping
centre in Central Milton Keynes for a total cash consideration of £250.5 million before expenses (the "Acquisition"); full details of
the Acquisition are set out in a separate press release issued today. The net proceeds from the Placing will be used to fund the
consideration for the Acquisition.
On a pro forma basis, taking into account the Placing and the Acquisition, the debt to assets ratio of the Company as at 31
December 2012 is reduced from 49.5 per cent. to approximately 47.5 per cent*. The Placing also increases Intu's financing
flexibility to continue to invest in the business, including the pursuit of the pipeline of development opportunities, as set out in
Intu’s preliminary results issued today.
The Placing is not conditional upon completion of the Acquisition. In the event that the Acquisition does not complete, Intu will
retain the net proceeds of the Placing for potential investment opportunities and general corporate purposes.
The Company has today also published its preliminary statement of annual results for the financial year ended 31 December
2012, which sets out details on the Company's performance during the financial year ended 31 December 2012 and the outlook
for 2013. It has also announced today the establishment of a new financing vehicle for issuing investment grade secured debt.
Details of the Placing
Under the terms of the Placing, Intu intends to place up to 86.0 million new ordinary shares of 50 pence each in the capital of the
Company (the "Placing Shares") representing up to 9.9 per cent. of the Company's issued share capital as at 26 February 2013
with institutional and certain other investors.
The Placing will be undertaken through an accelerated bookbuild process (the "Bookbuild") to be carried out by BofA Merrill
Lynch, UBS Limited and HSBC Bank plc (the "Joint Bookrunners") at a price to be determined at the close of the Bookbuild (the
"Placing Price"). The book will open with immediate effect. The Financial Surveillance Department of the South African Reserve
Bank has approved the Placing and accordingly up to 50 per cent. of the Placing Shares may be denominated in Rand.
Placees may participate in the Placing in Sterling or in Rand. All investors who participate in the Placing will be required to make
bids for Placing Shares in Sterling. The final Rand Placing Price will be confirmed by the Joint Bookrunners at the time pricing
and allocation takes place and provided at the time of communicating allocations. The final Rand Placing Price will be based on
the WM Company mid-point Rand/Sterling exchange rate at the last hourly fixing time prior to communicating allocations.
The Placing is being conducted, subject to the satisfaction of certain conditions, through 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 and the Securities Exchange News Service of the JSE Limited (the
"Placing Results Announcement").
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The Placing has been underwritten by the Joint Bookrunners, other than in relation to the Related Party Transaction, subject to
the conditions set out in the placing agreement between the Company and the Joint Bookrunners. 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 6 March 2013.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 50 pence
each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.
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 Joint Bookrunners not being terminated.
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.
BofA Merrill Lynch and UBS Limited are acting as Joint Bookrunners and corporate brokers in connection with the Placing.
HSBC Bank plc is acting as Joint Bookrunner in connection with the Placing. Rothschild is acting as financial adviser to Intu in
connection with the Placing.
For further information please contact:
Intu Properties plc
David Fischel Chief Executive +44 (0)20 7887 4220
Matthew Roberts Finance Director
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie Smith
George Close-Brooks
Ed Peel
UBS Limited +44 (0)20 7567 8000
Hew Glyn Davies
Fergus Horrobin
HSBC Bank plc +44 (0)20 7992 2286
John Herbert
Simon Alexander
Rothschild +44 (0)20 7280 5000
Alex Midgen
Robert Waddingham
Richard Blackwell
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
*Assumes a Placing of 9.9 per cent. of the Company's issued share capital at a Placing Price of 342.9 pence per Ordinary Share
(equivalent to the Company’s closing share price on 26 February 2013), and a cash consideration for the Acquisition of £250.5
million, net of expenses for the Placing and Acquisition.
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, their negative or other
variations or comparable terminology. These forward-looking statements include matters that are not historical facts (such as,
amongst others, Estimated Rental Value ("ERV") targets) and include statements regarding Intu’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
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developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking
statements in this document reflect Intu’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 Intu’s operations, results of operations,
financial condition, growth, strategy, liquidity and the industry in which Intu operates. No assurances can be given that the
forward-looking statements in this document will be realised. Neither Intu 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 Intu, 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 Limited).
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 or pursuant 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 other than to certain qualified institutional buyers as defined in the US Securities Act.
Note to US QIBs: There is a significant risk that the Company may be considered to be a Passive Foreign Investment Company
("PFIC") for US federal income tax purposes for the current taxable year and in one or more future taxable years. US
shareholders should consult their tax advisers regarding the potential application of the PFIC regime.
This document is only addressed to and is only directed at persons in member states of the European Economic Area (the
"EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the 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 (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 who are high net worth entities 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 (a) persons whose ordinary business, or part of whose ordinary business, is to deal in securities (whether as
principals or agents); (b) the Public Investment Corporation (as defined in the Public Investment Corporation Act, 2004); (c)
authorized Financial Services Providers (as defined in the Financial Advisory and Intermediary Services Act, 2002; or (d)
financial institutions (as defined in the Financial Services Board Act, 1990) (each, a "Qualified SA Investor").
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, Qualified SA Investors, 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 (c) in South
Africa, by persons who are not Qualified SA Investors. 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; or (iii) in South Africa, a Qualified SA Investor.
This Announcement (including the Appendix) has been issued by, and is the sole responsibility of, the Company. Neither Merrill
Lynch International, UBS Limited, HSBC Bank plc nor any of their respective affiliates, parent undertakings, subsidiary
undertakings or subsidiaries of their parent undertakings (such entities together, "Merrill Lynch International", "UBS" and
"HSBC", 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.
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Merrill Lynch International, 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 Intu 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 Intu 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.
UBS Limited is acting exclusively for Intu 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 Intu 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 Bank plc is acting exclusively for Intu 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 Intu 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.
Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Intu and no
one else in relation to Placing and will not be responsible to anyone other than Intu for providing the protections afforded to
clients of Rothschild nor for providing advice in relation to the proposed transaction.
The Financial Surveillance Department of the South African Reserve Bank has approved the Placing. 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.
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 INTU.
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
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(“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.
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 Placing Agents (“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.
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
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contractual or other legal obligation to forward a copy of this Appendix or this Announcement should seek appropriate advice
before taking any action.
Exchange Control Approval has been granted for the Placing. 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 Placing Agents, 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 Placing Agents to inform themselves about and to
observe any such restrictions.
1. Introduction
The Placing Agents will today commence the Bookbuilding Process to determine demand for participation in the Placing by
prospective 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 Placing Agents 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 6 March 2013.
The Placing is conditional, inter alia, upon Placing Admission becoming effective and the Placing Agreement not being
terminated. It is anticipated that the settlement date will be 6 March 2013.
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 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.
2. The Placing Agreement
The Placing Agents 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. In accordance with the terms of the
Placing Agreement, other than in relation to the Related Party Transaction, the Placing Agents have agreed to (i) underwrite the
Placing to the extent that Placees cannot be found to participate in the Placing and (ii) to the extent that any Placees that have
been procured by the Placing Agents 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. 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, Merrill Lynch International and HSBC Bank plc are acting as Placing Agents and as agents of the
Company. Merrill Lynch International and UBS Limited are acting as sponsors in connection with the Related Party
Transaction.
(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 Placing Agents 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
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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 50 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, UBS Limited or HSBC Bank plc. 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 Placing Agents, or at prices up to a price limit specified in its bid.
(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, UBS Limited or HSBC Bank plc. 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 Placing Agents, or at prices up to a price limit specified in its bid. The Final
Exchange Rate will be confirmed at the time that pricing and allocations takes place. SA Placees should be aware that
there may be a difference between the Rand/Sterling exchange rate ahead of the communication of allocations and the
Final Exchange Rate due to intraday movement in the Rand/Sterling exchange rate. The acceptance of the bids shall be
at the Placing Agents' absolute discretion.
(g) 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 the Bookbuilding Process. Bids may be
scaled down by the Placing Agents on the basis referred to in, and subject to the limitations in, paragraph 3(m) below.
The acceptance of the bids shall be at the Placing Agents' absolute discretion.
(h) The Bookbuilding Process is expected to close no later than 4.30 p.m. (London time) on 27 February 2013 but may be
closed earlier or later at the discretion of the Placing Agents. The Placing Agents 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.
(i) Each prospective Placee’s allocation (its "Placing Participation") will be determined by the Placing Agents, who shall
use reasonable endeavours to reflect the Company’s allocation preferences, and will be confirmed orally by the Placing
Agents 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 Placing Agents 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.
(j) 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 Placing Agents. Each prospective SA Placee's allocation and commitment will
be evidenced by an electronic confirmation issued to such Placee by the Placing Agents. The terms of this paragraph 3
will be deemed incorporated in the contract note or electronic confirmation, as applicable.
(k) Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Placing Agents, to
pay to the Placing Agents (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 Placing Agents. The Company shall allot such Placing Shares to each Placee following each
Placee’s payment to the Placing Agents of such amount.
(l) 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.
(m) Subject to paragraphs 3(e), 3(f) and 3(h) above, the Placing Agents 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. The Placing Agents 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 Placing
Agents in agreement with the Company.
(n) 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 Placing Agents, will not
be capable of variation or revocation after the time at which it is submitted.
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(o) Except as required by law or regulation, no press release or other announcement will be made by the Placing Agents 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.
(p) 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.
(q) 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.
(r) 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.
(s) To the fullest extent permissible by law, neither the Placing Agents 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
Placing Agents nor any of their respective Affiliates shall have any liability (including to the fullest extent permissible by
law, any fiduciary duties) in respect of the Placing Agents’ conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as the Placing Agents and the Company may agree.
(t) In addition, the Placing Agents or their Affiliates may enter into financing arrangements and swaps with investors in
connection with which the Placing Agents or their Affiliates may from time to time acquire, hold or dispose of Ordinary
Shares.
(u) 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) 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 Placing Agents 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 Placing Agents, 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 Placing Agents 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 6 March 2013 (where the Pricing Supplement is executed
by all the parties thereto by no later than 5:00 p.m. on 27 February 2013) or 8:00 a.m. on 7 March 2013 (where the
Pricing Supplement is executed by all the parties thereto by no later than 8:00 a.m. on 28 February 2013) (or such
later time and/or date as the Company may agree with the Placing Agents);
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(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, at the Applicable Time 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, the Placing Shares,
(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 may agree), 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 Placing Agents 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. Any such extension or waiver will not affect Placees’ commitments as set out
in this Appendix.
Neither the Placing Agents 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.
5. Termination of the Placing Agreement
The rights of the Placing Agents to terminate the Placing Agreement are set out below.
The Placing Agents 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:
(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 Placing Agents become aware that any statement in any Placing Document (or any amendment or supplement
thereto) 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 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 acting in good faith there has been a material adverse change in, 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, 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 Placing Agents that the exercise by the Company
or the Placing Agents of any right of termination or any other right or other discretion under the Placing Agreement shall be within
9
the absolute discretion of the Company or the Placing Agents (as the case may be) and that neither the Company nor the
Placing Agents need make any reference to such Placee and that to the fullest extent permitted by law, neither the Company,
the Placing Agents 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 Placing Agents following the close of the Bookbuilding Process.
6. Registration and settlement
The basis of registration and settlement in connection with the Placing is 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 Sterling Placing Price and the aggregate amount owed by
them to the Placing Agents. 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 Placing Agents. 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 6
March 2013 (or such other time and/or date as the Company and the Placing Agents 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 + five Business Day basis unless otherwise notified by the Placing Agents and is
expected to occur on 6 March 2013. 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 may agree that the Placing Shares should be issued in certificated form. The Placing Agents
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.
If non-SA Placees do not comply with their obligations, the Placing Agents 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 plus any interest due 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 Placing Agents 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 Placing
Agents. 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 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 Placing Agents on 6 March 2013 (or such other time and/or date as the Company and the
Placing Agents may agree)).
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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 Placing Agents and is expected to occur on 6 March
2013. 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 6 March 2013, 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, 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 may agree that the Placing Shares should be issued in certificated form. Settlement will be on a delivery versus payment
basis. However, the Placing Agents 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.
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 Placing Agents 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 STT
(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 STT, UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any
other securities transfer tax, 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 Placing Agents 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:
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 Placing Agents (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
and/or the JSE (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
11
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 Placing Agents or the Company; (iii) neither the Placing
Agents 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 Placing Agents or
any of its associates or any 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 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 Placing Agents, 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 Placing Agents, 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 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)
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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;
(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; and
(v) has not taken any action (including without limitation the acceptance of its Placing Shares) which will or
may result in the Company or the Placing Agents (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 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;
13
(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 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 Placing Agents 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 determine and it will remain liable for any shortfall below the net proceeds of such
sale and the prospective placing proceeds of such Placing Shares and may be required to bear any STT, 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 Placing Agents and the Company will not be responsible for any liability to
STT, 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 Placing Agents 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 The Standard Bank of South Africa 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 STT
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);
(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;
14
(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 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;
(kk) (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 Placing Agents, 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 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;
(ll) 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 Placing Agents 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;
(mm) the Company, the Placing Agents and others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements;
(nn) the Placing Shares will be issued subject to the terms and conditions of this Appendix;
(oo) it (and any person acting on its behalf) agrees to indemnify and hold the Company, the Placing Agents 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 Placing Agents, 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 Placing Agents, 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;
(pp) it acknowledges that it irrevocably appoints any director or managing director of the Placing Agents 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;
(qq) it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract
note (if applicable) will continue notwithstanding any amendment that may in future be made to the terms of the
15
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;
(rr) it acknowledges and agrees that neither the Placing Agents 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 the Placing Agreement and (ii) except for any liability which cannot by law
be excluded, accept any responsibility in relation to the Placing;
(ss) it acknowledges and agrees that the Placing Agents 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 Placing Agents and that the Placing Agents 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 Placing Agents’ rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
(tt) it acknowledges that in connection with the Placing, the Placing Agents 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 Placing Agents and any Affiliate acting in such
capacity. Neither the Placing Agents 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;
(uu) 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;
(vv) 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 Canada or Japan or any other Excluded
Territory, in each case subject to certain exceptions;
(ww) 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;
(xx) 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;
(yy) 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;
(zz) 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 has been given to the proposed offer or resale;
(aaa) 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;
(bbb) acknowledges that no action has been or will be taken by the Company, the Placing Agents or any persons acting
on behalf of the Company or the Placing Agents 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;
16
(ccc) 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; and
(ddd) 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 Placing Agents (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, STT, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be responsible for such STT, stamp duty or stamp duty reserve
tax, and neither the Company nor the Placing Agents shall be responsible for such STT, stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and notify the Placing Agents accordingly.
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 Placing
Agents 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 Placing Agents 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 Placing Agents, any money held in an account with
the Placing Agents 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
Placing Agents’ money in accordance with the client money rules and will be used by the Placing Agents in the course of their
own business; and the Placee will rank only as a general creditor of the Placing Agents.
All times and dates in this Appendix may be subject to amendment. The Placing Agents 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 Placing Agents 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 Placing Agents:
(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.
17
9. Definitions
In this Appendix all references to times are references to London time unless specifically provided otherwise.
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.
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.
Applicable Time 5.00 p.m. on the date on which the Pricing Supplement is signed by all of the
parties thereto, or such later time as notified to the Company by the Placing
Agents.
Articles of Association the articles of association of the Company from time to time in force.
BofA Merrill Lynch or 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.
Bookbuilding Process the bookbuilding process carried out by the Placing Agents 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 Intu Intu Properties plc, a company incorporated under the laws of England and Wales
(registered under no. 3685527), with its registered office at 40 Broadway, London
SW1H 0BT and registered as an external company in South Africa (registered
under no. 1999/012910/10), with its registered external office at Liberty Life Centre,
1 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa.
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.
Final Exchange Rate the final Rand/Sterling exchange rate which shall be used to calculate the final
Rand Placing Price and which shall be confirmed at the time that pricing and
allocations takes place.
Financial Services and Markets Act the United Kingdom Financial Services and Markets Act 2000, as amended.
2000 or FSMA
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 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.
18
HSBC HSBC Bank plc, a company registered in England and Wales with number
00014259 whose registered office is at 8 Canada Square, London, E14 5HQ.
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.
non-SA Placees those persons 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 50 pence each in the capital of the Company.
Passive Foreign Investment a passive foreign investment company within the meaning of Section 1297 of the
Company or PFIC 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 being announced in accordance with the Admission and
Disclosure Standards.
Placing Agents Merrill Lynch, UBS Limited and HSBC Bank plc.
Placing Agreement the placing agreement entered into between the Company and Merrill Lynch, UBS
Limited and HSBC Bank plc on 27 February 2013.
Placing Document this Announcement, the Placing Results Announcement and the Pricing
Supplement.
Placing Participation each prospective Placee's allocation.
Placing Price the Rand Placing Price and/or the Sterling Placing Price, as the context requires.
Placing Results Announcement the announcement relating to the Placing Price in the form to be agreed.
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.
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 43,000,000 new ordinary shares of 50 pence each in the capital of the
19
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.
Related Party Transaction the potential placement of Placing Shares with Peel Chapel Holdings (IoM) Limited.
Rothschild N M Rothschild & Sons Limited, incorporated in England and Wales with registered
number 925279 and regulated by the Financial Services Authority in the United
Kingdom with reference number 124451
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 Shareholders of the Company in South Africa.
Securities Services Act the South African Securities Services Act, No 36 of 2004, as amended.
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 the Currency and
Regulations 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 86,000,000 new ordinary shares of 50 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.
the terms and conditions of the Placing set out in the Appendix to this
Terms and Conditions
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 all substantial decisions of the trust.
US Securities Act or Securities Act the US Securities Act of 1933, as amended.
20
US Securities and Exchange the US government agency having primary responsibility for enforcing the federal
Commission securities laws and regulating the securities industry/stock market.
Sponsor
Merrill Lynch South Africa (Pty) Ltd
21
Date: 27/02/2013 09:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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