17th November 2010

Imagination Technologies plc – Placement Announcement

Placing of new ordinary shares


Imagination Technologies Group plc (LSE: IMG, “Imagination” or “the Group”), a leading multimedia, communications and embedded processor technology company, today announces its intention to place (the Placing”) up to 12,208,950 new ordinary shares of 10 pence each in the capital of Imagination (the “Placing Shares”) with new and existing shareholders.

The Group has also today announced an agreement to acquire HelloSoft, a leading provider of global Video and Voice over Internet Protocol (“V.VoIP”) and wireless LAN technologies, for a maximum of $47.1 million (“the Acquisition”) and an update on current trading – see separate statements.

Highlights

  • Placing of up to 12,208,950 new ordinary shares – represents up to 5.0% of Imagination’s ordinary share capital (total current issued ordinary shares of 245,308,029)
  • Proceeds will be used to fund certain complementary and strategic technology acquisitions, including the Acquisition of HelloSoft
  • The Placing is being conducted through an accelerated bookbuild process which will be launched immediately. J.P.Morgan Cazenove (“JPMC”) is acting as sole bookrunner for the Placing

Hossein Yassaie, Imagination’s CEO, said:
“We have a number of opportunities to synergistically widen our capabilities and enhance our offering by acquiring important strategic intellectual property in certain key areas. The first of these is HelloSoft which will significantly enhance our position in the Video and Voice over Internet Protocol and Wi-Fi connectivity areas.

“The remaining funds will provide us with the financial flexibility to carry out other complementary and strategic technology acquisitions in relation to our visual and graphics intellectual property business area.

“HelloSoft has exciting technology. which together with our market leading multimedia and processing technologies. will enable us to deliver media (audio, video, voice and graphics) to connected devices whether mobile, within homes or across enterprises.

“The HelloSoft and other acquisitions are part of our overall plans to continue to drive the Group’s development and growth. Our goals are consistent with developing Imagination as a top tier and globally influential technology provider in complementary silicon and software Intellectual Property areas that underpin current and future technological trends in mobile, consumer, enterprise and automotive segments”

Background to and reasons for the Placing
Imagination is an international leader in the creation and licensing of semiconductor System-on-Chip Intellectual Property (“SoC IP”) and in the development and manufacture of DAB digital and connected radios.

Imagination has two highly-complementary divisions: its Technology division is an IP licensing business which provides market-leading multimedia capabilities for complex SoC devices; its PURE Digital division uses Imagination’s technologies as a key differentiator in its consumer products.

The net proceeds from the placing will be used

  • to fund the approximately £23.5 million maximum cash payment for the Acquisition. However, the Placing is not conditional on the completion of the Acquisition.
  • to provide Imagination with the financial flexibility to execute one or more acquisitions of exciting bolt-on technologies which it has already identified to complement Imagination’s graphics and visual IP capabilities.

The number of Placing Shares and the price at which the Placing Shares are to be placed will be determined at the close of the bookbuild and will be announced shortly thereafter.

Details of the Placing
The Placing is being conducted through an accelerated book-building process to be carried out by J.P. Morgan Securities Ltd (“JPMC” or “J.P. Morgan Cazenove”), who is acting as sole bookrunner (the “Bookrunner”).

The timing of the closing of the book, pricing and allocations are at the discretion of Imagination and JPMC. The number of Placing Shares and the price at which the Placing Shares are to be placed (the “Placing Price”) are subject to agreement between Imagination and JPMC at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

Enquiries
Imagination Technologies
Hossein Yassaie, CEO
Trevor Selby, CFO
Tel: 01923 260511

College Hill Associates
Adrian Duffield/Carl Franklin
Tel: 020 7457 2020

J.P. Morgan Cazenove
Rupert Sadler/Shona Graham
Tel: 020 7588 2828

This announcement, including the Appendix and the terms and conditions set out therein (together the “Announcement”), and the information contained herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, or South Africa or any other jurisdiction in which the same would be unlawful. Subject to certain exceptions, this Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, or South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. The shares in the Company referred to in this Announcement (the “Placing Shares”) have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (“QIBs”) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. No money, securities or other consideration is being solicited and, if sent in response to the information contained in the Announcement, will not be accepted. There will be no public offer of Ordinary Shares in the United States, the United Kingdom or elsewhere.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMC or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Securities Ltd, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company (whether or not a recipient of this Announcement) for providing the protections afforded to clients of J.P. Morgan Securities Ltd nor for providing advice in relation to the Placing.

The distribution of this Announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company or JPMC that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and JPMC to inform themselves about, and to observe, such restrictions.

Certain statements in this Announcement are forward-looking statements which are based on the Company’s, expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor JPMC assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

J.P. Morgan Securities Ltd. carries on its UK investment banking business as J.P. Morgan Cazenove.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, “THIS ANNOUNCEMENT”) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION IN IT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (“QUALIFIED INVESTORS”) AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, (“FSMA”) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) ARE INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares (the “Placees”), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that

  1. it is a Relevant Person (as defined above) 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;
  2. 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: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of J.P. Morgan Cazenove has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the European Economic Area 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
  3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, unless in the case of this clause (ii), acting with investment discretion for such person or, if such person is a corporation or partnership, the person agreeing to purchase the Placing Shares is an employee of such person authorised to make such purchase; (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-U.S. person (other than an estate or trust) in reliance on Regulation S; (c) it is otherwise acquiring the Placing Shares in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act; or (d) it is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”) and it has duly executed an investor letter in a form provided to it and delivered the same to J.P. Morgan Cazenove or its affiliates.

The Company and J.P. Morgan Cazenove will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or Australia or in any other jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S. 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 Securities Act in a transaction not involving any public offering.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or 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.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, “Placee” means a person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares
J.P. Morgan Cazenove has entered into a Placing Agreement (the “Placing Agreement”) with the Company under which J.P. Morgan Cazenove has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares.

The Placing Price (as defined below) will be determined following completion of the Bookbuild (as defined below) as set out in this Announcement and the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company (“Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of any of its Ordinary Shares in the period from the date of this Announcement until 90 days after Admission without J.P. Morgan Cazenove’s prior consent.

Applications for listing and admission to trading
Applications will be made to the Financial Services Authority (the “FSA”) for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the “Official List”) and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, “Admission”). It is expected that Admission will become effective on or around 22 November 2010 and that dealings in the Placing Shares will commence at that time.

Bookbuild
J.P. Morgan Cazenove will today commence the bookbuilding process in respect to the Placing (the “Bookbuild”) to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

J.P. Morgan Cazenove and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

  1. J.P. Morgan Cazenove is arranging the Placing as sole bookrunner and agent of the Company.
  2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by J.P. Morgan Cazenove. J.P. Morgan Cazenove and its affiliates are entitled to enter bids in the Bookbuild as principal.
  3. The Bookbuild will establish a single price payable to J.P. Morgan Cazenove by all Placees whose bids are successful (the “Placing Price”). The Placing Price and the number of Placing Shares to be issued will be agreed between J.P. Morgan Cazenove and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FSA. The Placing Price and number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the “Pricing Announcement”).
  4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at J.P. Morgan Cazenove. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and J.P. Morgan Cazenove or at prices up to a price limit specified in its bid. Bids may be scaled down by J.P. Morgan Cazenove on the basis referred to paragraph 8 below.
  5. The Bookbuild is expected to close no later than 4.30p.m. (BST) on 22 November 2010 but may be closed earlier or later at the discretion of J.P. Morgan Cazenove. J.P. Morgan Cazenove may, in agreement with the Company, accept bids that are received after the Bookbuild 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.
  6. Each Placee’s allocation will be confirmed to Placees orally by J.P. Morgan Cazenove following the close of the Bookbuild and a trade confirmation will be dispatched as soon as possible thereafter. J.P. Morgan Cazenove’s oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of J.P. Morgan Cazenove and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company’s Articles of Association.
  7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price at which Placing Shares have been placed.
  8. Subject to paragraphs 4 and 5 above, J.P. Morgan Cazenove may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. J.P. Morgan Cazenove may also, notwithstanding paragraphs 4 and 5 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 Bookbuild has closed to any person submitting a bid after that time.
  9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with J.P. Morgan Cazenove’s consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to J.P. Morgan Cazenove, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. Each Placee’s obligations will be owed to J.P. Morgan Cazenove.
  10. Except as required by law or regulation, no press release or other announcement will be made by J.P. Morgan Cazenove 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.
  11. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.
  12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.
  13. By participating in the Bookbuild, 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.
  14. To the fullest extent permissible by law, neither J.P. Morgan Cazenove nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither J.P. Morgan Cazenove nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of J.P. Morgan Cazenove’s conduct of the Bookbuild or of such alternative method of effecting the Placing as J.P. Morgan Cazenove and the Company may agree.

Conditions of the Placing
J.P. Morgan Cazenove’s obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a) none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading which in the opinion of J.P. Morgan Cazenove is material in the context of the Placing, at the date of the Placing Agreement and the date of Admission as though they had been given and made on such dates (by reference to the facts and circumstances existing at such dates);

(b) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(c) Admission taking place not later than 8.00 a.m. on 22 November 2010 or such later date as the Company and J.P. Morgan Cazenove may otherwise agree but not being later than close of business on 29 November 2010.

The Placing Agreement, and therefore the Placing, are not conditional on the Acquisition. The Company has entered into a binding sale and purchase agreement in respect of the proposed Acquisition as described in the separate announcement relating to the proposed Acquisition published by the Company today (the “Acquisition Announcement”). However, no assurance can be given that the proposed Acquisition will be completed or completed on the terms described in the Acquisition Announcement.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by J.P. Morgan Cazenove by the respective time or date where specified (or such later time or date as the Company and J.P. Morgan Cazenove may agree), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

J.P. Morgan Cazenove may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company’s obligations in relation to certain of the conditions in the Placing Agreement save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.

Neither J.P. Morgan Cazenove 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 it 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 they 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 J.P. Morgan Cazenove.

Right to terminate under the Placing Agreement
J.P. Morgan Cazenove is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company in certain circumstances, including the occurrence of a force majeure event which in the opinion of J.P. Morgan Cazenove acting in good faith, is material in the context of the Placing.

By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of J.P. Morgan Cazenove and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees’ commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix), the Acquisition Announcement and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Acquisition Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or J.P. Morgan Cazenove or any other person and neither J.P. Morgan Cazenove nor 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0009303123) following Admission will take place within the CREST system, subject to certain exceptions, J.P. Morgan Cazenove reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within the system administered by Euroclear UK & Ireland Limited (“CREST”) within the timetable set out in this Announcement or would not be consistent with the regulato


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