RNS Number:6368D
ISIS Asset Management PLC
04 October 2004
The following replaces the "Eureko Placing" announcement released today at 7am
under RNS number 6324D.
The date at the top of the announcement should read 04 October and not 01
October as previously stated.
The full text below remains unchanged
This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or acquire ordinary shares
in the capital of the Company in the United States, Canada, Australia, Japan or
in any jurisdiction in which such offer or solicitation is unlawful and the
information contained herein is not for release, publication or distribution in
whole or in part in or into the United States, Canada, Australia or Japan or in
any jurisdiction in which such publication or distribution is unlawful.
Proposed bookbuilt placing of 75,726,031 ordinary shares in ISIS Asset
Management plc ("ISIS") on behalf of F&C Asset Management Holdings B.V. ("Eureko
Holdings")
Eureko B.V. ("Eureko") announces the intention of Eureko Holdings to place, by
way of an accelerated bookbuilding opening today (the "Placing"), 75,726,031 of
the ordinary shares in ISIS that will be issued to Eureko Holdings upon
completion of the merger between ISIS and F&C (the "Merger") (the "Placing
Shares"). The Placing Shares will represent 16 per cent. of the issued ordinary
share capital of ISIS following completion of the Merger. The Merger remains
conditional, inter alia, on the approval of ISIS shareholders at an
extraordinary general meeting to be held later today as well as on Admission.
The Placing is conditional, inter alia, on the Merger becoming unconditional and
Admission and is subject to certain other conditions (described in the appendix)
set out in the placing agreement between, inter alia, Eureko, Eureko Holdings
and the Placing Agents.
The Placing will be conducted in accordance with the full terms and conditions
set out in the appendix. The bookbuilding will commence with immediate effect
and is expected to close at or before 5.00 p.m. (London Time) on 5 October 2004,
but may be closed earlier or later at the sole discretion of the Global
Co-ordinator. Pricing and allocations are expected to be announced at or before
8.00 a.m. on 6 October 2004. Settlement is to be made on a "T+3" basis and it
is therefore expected that payment will be made on or before 11 October 2004.
In addition to the amount due from each Placee in respect of the Placing Shares
comprised in its allocation, each Placee is required to pay an amount equal to
0.5% of that amount in order to discharge the liability to stamp duty reserve
tax in respect of the agreement to acquire such shares (or, where stamp duty or
stamp duty reserve tax is payable at the rate of 1.5% on the transfer of such
shares to the operator of a clearance service or to an issuer of depositary
receipts, the Placee concerned will be liable for such higher rate of stamp duty
or stamp duty reserve tax). Placees will also be required to pay any non-United
Kingdom transfer, registration and documentary (or similar) tax or duties which
arise outside the United Kingdom from the allocation and delivery of Placing
Shares.
As part of the Placing, certain directors of Friends Provident plc and ISIS have
stated an intention to acquire Placing Shares worth, in aggregate, #190,000.
Also, as stated in the Listing Particulars, Mr Jenkins (the proposed
non-executive Chairman of the Enlarged Group) has expressed an intention to
purchase at least 100,000 Placing Shares.
This announcement has been issued by Eureko and is its sole responsibility.
Citigroup Global Markets U.K. Equity Limited ("Citigroup") is acting as sole
global co-ordinator and joint bookrunner, Cazenove & Co. Limited ("Cazenove")
and Merrill Lynch International ("Merrill Lynch") are acting as joint
bookrunners, and ABN AMRO Rothschild ("ABN AMRO Rothschild") and Morgan Stanley
Securities Limited ("Morgan Stanley") are acting as co-lead managers, in each
case for Eureko and Eureko Holdings and no one else in relation to the Placing
and none of them is advising any other person or treating any other person as
its client in relation thereto and none of them will be responsible to any
person other than Eureko and Eureko Holdings in relation to the Placing for
providing the protections afforded to their respective clients nor for providing
advice in relation thereto. Citigroup Global Markets Limited and Lexicon
Partners Limited are acting as joint financial adviser to Eureko.
Enquiries
Eureko + 31 306 937 000
Gerard van Olphen
ISIS 020 7506 1168 F&C 020 7628 8000
Howard Carter Robert Jenkins
Citigroup 020 7986 4000
Darrell Uden
Chris Jillings
Jan Skarbek
Jim Wight
Cazenove 020 7588 2828 Merrill Lynch 020 7628 1000
Tim Wise Rupert Hume-Kendall
Richard Locke Richard Slimmon
Greg Bennett Oliver Holbourn
Conor Hillery Oliver Greaves
APPENDIX
TERMS & CONDITIONS
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT 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 2001, AS
AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER AND
WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE PLACING AGENTS OR ANY
OF THEM (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT
FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ISIS.
If you have been invited and choose to participate in the Placing by making an
oral offer to acquire Placing Shares you will be deemed to have read and
understood this Appendix and the announcement of which it forms part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix. In particular you represent, warrant and acknowledge that you
are a Relevant Person.
This Appendix and the announcement of which it forms part do not constitute or
form part of any offer or invitation to sell or issue, or the solicitation of
any offer to purchase or subscribe for, the Placing Shares in any jurisdiction
in which such offer or solicitation is unlawful. The Placing Shares have not
been, and will not be, registered under the US Securities Act of 1933 (as
amended), or under the securities laws of any state or jurisdiction of the
United States. The relevant clearances have not been, and 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 Registrar of Companies in the Republic of
Ireland or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, the
Republic of Ireland or Japan. 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 the United States,
Canada, Australia, the Republic of Ireland or Japan or any other jurisdiction
outside the United Kingdom. Overseas Shareholders (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 to a jurisdiction outside the United Kingdom should seek appropriate
advice before taking any action.
The distribution of this Appendix and/or the announcement of which it forms part
and/or the Placing in certain jurisdictions may be restricted by law. No action
has been or will be taken by ISIS, Eureko, F&C Holdings, or any person acting on
the Enlarged Group's behalf to permit a public offering of the Placing Shares.
Other than in the United Kingdom, no action has been or will be taken to permit
the possession or distribution of this document (or any other placing or
publicity materials relating to the Placing Shares) in any jurisdiction where
action for that purpose may be required, or doing so is restricted or prohibited
by law. Accordingly, neither this document nor any related documentation may be
distributed or published in any jurisdiction except in circumstances that will
result in compliance with any applicable laws and regulations. Persons into
whose possession this document comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of a securities laws of any such jurisdiction.
Details of the Placing Agreement and the Placing Shares
The Placing Agents have entered into a placing agreement (the "Placing Agreement
") with, inter alia, ISIS, Eureko and Eureko Holdings under which each of the
Placing Agents has, on the terms and conditions set out therein, undertaken
severally to use its reasonable endeavours to seek to procure Placees as agent
for Eureko Holdings for 75,726,031 ordinary shares in ISIS to be issued at
Completion to Eureko Holdings (the "Placing Shares").
The Placing Shares rank pari passu in all respects with the other issued
ordinary shares of ISIS of 0.1 pence in the capital of the Company, and will be
sold under the Placing fully paid, free and clear of all security interests,
liens, encumbrances, equities or claims together with all rights at any time or
thereafter attaching thereto.
In this Appendix, unless the context otherwise requires, "Placee" or "you" means
a Relevant Person (including individuals, funds or others) on whose behalf an
offer to acquire Placing Shares has been, or is proposed to be, given.
Bookbuild
Commencing today each of the Joint Bookrunners will, both themselves and through
the other Placing Agents, be conducting an accelerated bookbuilding process (the
"Bookbuilding Process") to determine demand for the Placing Shares.
Participation in the Bookbuilding Process
Only persons who are invited to do so may participate in the Bookbuilding
Process. If you are invited to participate, your allocation will be confirmed
to you orally following the close of the Bookbuilding Process and a contract
note will be dispatched as soon as possible thereafter. The relevant Joint
Bookrunner's oral confirmation to you will constitute acceptance on behalf of
Eureko Holdings of your offer to acquire Placing Shares and create a legally
binding commitment upon you to purchase from Eureko Holdings the number of
Placing Shares allocated to you on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional documents.
The Joint Bookrunners will make a further announcement following the close of
the Bookbuilding Process detailing the number of Placing Shares if any to be
sold by Eureko Holdings and the price at which the Placing Shares have been
placed (the "Pricing Announcement").
Listing
Application has been made to the UKLA for the Existing Ordinary Shares to be
readmitted and the New Ordinary Shares to be admitted (i) to the Official List
and (ii) to trading on the London Stock Exchange's market for listed securities.
Subject to the approval of ISIS shareholders of the resolutions to be proposed
at the extraordinary general meeting later today, it is expected that the
readmission to listing of the Existing Ordinary Shares and the admission to
listing of the New Ordinary Shares will become effective and dealings in such
securities on the London Stock Exchange will commence at 8.00 a.m. on 11 October
2004.
Principal terms of the Bookbuilding Process
1. Each of the Placing Agents is effecting the Placing and each of the
Joint Bookrunners is effecting the Bookbuilding Process severally as an agent of
Eureko and Eureko Holdings.
2. Participation will only be available to persons invited to
participate by one of the Placing Agents.
3. The Bookbuilding Process will establish a single price in U.K. Pounds
payable by Placees (the "Placing Price"). The Placing Price will be agreed
between the Joint Bookrunners, Eureko and Eureko Holdings following completion
of the Bookbuilding Process. In addition to the amount owed by you in respect
of the Placing Shares, you will be required to, and agree to, pay an amount
equal to 0.5% of that amount in order to discharge the liability to stamp duty
reserve tax in respect of the agreement to acquire such shares (where stamp duty
or stamp duty reserve tax is payable at the rate of 1.5% on the transfer of such
shares to the operator of a clearance service or to an issuer of depositary
receipts, you will be liable for such higher rate of stamp duty or stamp duty
reserve tax). You will also be required to, and agree to, pay any non-United
Kingdom transfer, registration and documentary (or similar) tax or duties which
arise outside the United Kingdom from the allocation and delivery of the Placing
Shares to you.
4. Once you have been invited to bid in the Bookbuilding Process, you
should communicate your bid by telephone to your usual sales contact at
Citigroup, Cazenove, Merrill Lynch, ABN AMRO Rothschild or Morgan Stanley.
5. The Bookbuilding Process is expected to close no later than 5.00 p.m.
(London time) on 5 October 2004, but may be closed earlier or later at the sole
discretion of the Global Co-ordinator.
6. A bid in the Bookbuilding Process will be made on the terms and
conditions in this Appendix and 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 the Placee after the making of the Pricing Announcement.
7. The Placees' commitment is conditional upon:
(i) the admission of the New Ordinary Shares and the
readmission of the Existing Ordinary Shares to the Official List of the UK
Listing Authority in accordance with paragraph 7.1 of the Listing Rules and to
trading on the market for listed securities of the London Stock Exchange ("
Admission"); and
(ii) the completion of the merger between ISIS and F&C Holdings
("Completion").
8. In the event that Completion and Admission do not occur at or by 8.00
a.m. on the settlement date notified in the Pricing Announcement (the "
Settlement Date") (expected to be three dealing days after such announcement),
Placees shall not be bound to complete their purchase of Placing Shares from
Eureko Holdings.
Conditions of the Placing
The obligations of the Placing Agents under the Placing Agreement are, until
8.00 a.m. on the Settlement Date, conditional on, inter alia:
(A) the representations and warranties of ISIS and Eureko under
the Placing Agreement being true, correct and not misleading by reference to the
facts and circumstances subsisting at various times up to 8.00 a.m. on the
Settlement Date;
(B) the performance by ISIS, Eureko and Eureko Holdings of their
respective obligations under the Placing Agreement;
(C) up to 8.00 a.m. on the Settlement Date, there not being any
change, or any development involving a prospective change, in or affecting the
condition (financial or otherwise), prospects, earnings, business or properties
of ISIS or F&C Holdings which in the sole judgement of the Bookrunners following
consultation with Eureko is so material and adverse as to make it impractical or
inadvisable to proceed with the Bookbuilding Process or the Placing;
(D) no event occurring prior to Admission which would require the
publication of supplementary listing particulars by ISIS and no supplementary
listing particulars being published by ISIS;
(E) ISIS shareholders approving, at the extraordinary general
meeting convened by the Circular, the resolutions on which Completion is
conditional;
(F) pricing being agreed by 11 October 2004 (or such later date as may be
agreed, being no later than 18 October 2004); and
(G) Admission becoming effective and Completion taking place at or by not
later than 8.00 a.m. on the Settlement Date.
If:
(i) the conditions in the Placing Agreement are not fulfilled
or waived within the stated time period (or where no such period is specified,
at or by 8.00 a.m. on the Settlement Date); or
(ii) the Placing Agreement is terminated in the circumstances
specified below,
the Placing will not take place and any rights and obligations that you may have
will cease and determine at such time and no claim can be made in respect
thereof.
By participating in the Bookbuilding Process you agree that your rights and
obligations in respect of the Placing are conditional upon the Placing Agreement
becoming unconditional and not being terminated and will terminate only in the
circumstances described below (or otherwise in circumstances in which the
relevant Placing Agent or Bookrunner is entitled to terminate them) and will not
be capable of rescission or termination by you.
Citigroup reserves the right to waive any of the conditions in the Placing
Agreement. Any such waiver will not affect Placees' commitments. No Placing
Agent 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 that
Citigroup may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement.
Right to terminate under the Placing Agreement
Citigroup (or, in certain instances, the Joint Bookrunners) have the right to
terminate the Placing Agreement at any time on or before Admission including,
inter alia, in the event of:
(A) any statement contained in the Listing Particulars, the
Circular, any supplementary listing particulars or supplementary circular, this
announcement or the Pricing Announcement becoming or being discovered to be
untrue, incorrect or misleading in any material respect;
(B) any matter arising or being discovered which would, if the
Listing Particulars, any supplementary listing particulars, the Circular, as
modified by any supplementary circular, this announcement or the Pricing
Announcement were to be issued at that time, constitute a material omission
therefrom;
(C) following the lifting of the suspension of the listing and
trading of the Existing Ordinary Shares, trading in securities generally on the
London Stock Exchange or the New York Stock Exchange, or trading in any
securities of ISIS or Friends Provident plc on such exchanges, being suspended
or limited or minimum prices being established on any such exchange or by order
of any governmental authority, or a material disruption occurring in commercial
banking or securities settlement or clearance services in the United Kingdom,
the United States or Europe;
(D) a banking moratorium being declared in London or by the U.S.
federal or New York State authorities; or
(E) in the opinion of the Joint Bookrunners, there occurring any
outbreak or escalation of hostilities, declaration by the United Kingdom or the
United States of a national emergency or war or other calamity or other crises
the effect of which on financial markets is such as to make it, in the sole
judgement of the Joint Bookrunners following consultation with Eureko,
impractical or inadvisable to proceed with the Bookbuilding Process or the
Placing or to settlement.
By participating in the Bookbuilding Process you agree that exercise by the
Global Co-ordinator or Joint Bookrunners (as the case may be) of any right or
termination or other discretion under the Placing Agreement shall be within the
absolute discretion of the Global Co-ordinator or Joint Bookrunners (as the case
may be) and that it or they (as the case may be) need not make any reference to
you and that no Placing Agent shall have any liability to you whatsoever in
connection with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited
persons only and will not be offered in such a way as to require a prospectus.
No prospectus has been or will be submitted to be approved by the UKLA or filed
with the Registrar of Companies in England and Wales in relation to the Placing
and the Placees' commitments will be made solely on the basis of the information
contained in this announcement. Each Placee, by participating in the Placing,
agrees that the content of this announcement is exclusively the responsibility
of Eureko and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of the
Joint Bookrunners and no Joint Bookrunner nor Eureko nor Eureko Holdings will be
liable for any Placee's decision to accept this invitation to participate in the
Placing based on any other information, representation, warranty or statement.
Each Placee acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of ISIS in deciding to participate
in the Placing. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Registration and Settlement
Settlement for any Placing Shares will be made through CREST on the Settlement
Date.
Each of the Placing Agents reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as it deems
necessary if delivery or settlement is not possible as described above within
the timetable set out in this announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a contract note which will state the number of Placing Shares agreed to be
acquired by you from Eureko Holdings, the Placing Price and the aggregate amount
owed by you. By participating in the Placing, you agree that you will do all
things necessary to ensure that delivery and payment is completed in accordance
with the standing settlement instructions which you have in place with the
relevant Placing Agent.
You will not be entitled to receive any fee or commission in connection with the
Placing.
In addition to the amount owed by you in respect of the Placing Shares, you will
be required to, and agree to, pay an amount equal to 0.5% of that amount in
order to discharge the liability to stamp duty reserve tax in respect of your
(or to your nominee's) agreement to acquire the Placing Shares (or, where stamp
duty or stamp duty reserve tax is payable at the rate of 1.5% on the transfer of
the Placing Shares allocated to you (or to your nominee), to the operator of a
clearance service (or its nominee or agent) or to an issuer of depositary
receipts (or its nominee or agent), you will be required to, and agree to pay
such higher rate of stamp duty or stamp duty reserve tax). You will also be
required to, and agree to, pay any non-United Kingdom transfer, registration and
documentary (or similar) tax or duties which arise outside the United Kingdom
from the allocation and delivery of the Placing Shares to you.
Representations and Warranties
By participating in the Bookbuilding Process you (and any person acting on your
behalf):
1. represent and warrant that you have read this Appendix and the
announcement of which it forms part;
2. acknowledge that you have been invited to participate in the
Bookbuilding Process solely on the basis of this announcement;
3. acknowledge that the content of this Appendix and the announcement of
which it forms part is exclusively the responsibility of Eureko ;
4. acknowledge that the Listing Particulars (and any supplementary
Listing Particulars) are exclusively the responsibility of ISIS;
5. represent and warrant that you have neither received nor relied on
any information, representation, warranty or statement made by or on behalf of
any Placing Agent, Eureko, Eureko Holdings or ISIS other than the information
contained in this announcement and that none of them will be liable for any
Placee's decision to accept an invitation to participate in the Placing (and any
resulting investment) based on any other information, representation, warranty
or statement. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of ISIS in deciding
to participate in the Placing (and in making any resulting investment);
6. represent and warrant that you are entitled to purchase Placing
Shares under the laws and regulatory requirements of all relevant jurisdictions
which apply to you, that you have fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities and that you have not
taken any action which will or may result in any Placing Agent, Eureko or Eureko
Holdings or any of their respective directors, officers, agents, employees or
advisers being in breach of any of the legal or regulatory requirements of any
jurisdiction;
7. acknowledge that where you are purchasing the Placing Shares for one
or more managed accounts, you represent and warrant that you are authorised in
writing by each managed account (i) to purchase the Placing Shares for each
managed account, and (ii) to make on its behalf the representations, warranties
and agreements in this Appendix and the announcement of which it forms part.
You agree to indemnify and hold Eureko, Eureko Holdings and the Placing Agents
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of the
representations and warranties in this paragraph 7. You agree that the
provisions of this paragraph 7 shall survive the resale of the Placing Shares by
or on behalf of the managed accounts;
8. represent and warrant that you fall within paragraph 3(a) of Schedule
11 to the Financial Services and Markets Act 2000 ("FSMA"), being a person whose
ordinary activities involve you in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of your business, and
within Article 19 and/or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, as amended, and undertake that you will
acquire, hold, manage or dispose of any Placing Shares that are allocated to you
for the purposes of your business;
9. represent, warrant and undertake that in the event that you possess
any confidential price sensitive information in respect of ISIS, you have (a)
not dealt and will not deal in the securities of ISIS; (b) not encouraged or
required and will not encourage or require another person to deal in the
securities of ISIS; or (c) not disclosed and will not disclose such information
to any person, prior to the information being made generally available;
10. represent and warrant that:
(i) you are aware of and have complied with your obligations in
connection with money laundering under the Proceeds of Crime Act 2002, the
Terrorism Act 2000 and any regulations made pursuant thereto and the Money
Laundering Sourcebook of the FSA (the "Regulations") and, if you are making
payment on behalf of a third party, that satisfactory evidence has been obtained
and recorded by you to verify the identity of the third party as required by the
Regulations;
(ii) you have only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
(iii) you have complied and will comply with, and have not breached and
will not breach, any and all applicable provisions of FSMA with respect to
anything done by you in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
11. undertake to pay the stamp duty or stamp duty reserve tax payable at
the rate of 0.5% (in the case of stamp duty, rounded up to the nearest #5) on
the transfer, delivery or allocation to you (or to your nominee) of the Placing
Shares or in respect of the agreement to transfer such Placing Shares to you (or
to your nominee) and to indemnify (on an after tax basis) and hold harmless the
Placing Agents, Eureko and Eureko Holdings to the extent that the Placing Agents
and / or Eureko and / or Eureko Holdings is or becomes liable to pay any amount
in respect of stamp duty and / or stamp duty reserve tax as a result of your
failure to fully discharge this obligation;
12. (i) represent and warrant that you are not liable, and you are
not applying as nominee or agent for a person or persons who is or are or may be
liable, to pay (1) any stamp duty or stamp duty reserve tax under sections 67 or
93 (depository receipts) or sections 70 and 96 (clearance services) of the
Finance Act 1986 as a result of the agreement to transfer, transfer, allocation
or delivery of Placing Shares to you, or (2) any transfer, registration,
documentary or similar taxes or duties arising in a jurisdiction outside the
United Kingdom and/or imposed by any tax authority outside the United Kingdom as
a result of the agreement to transfer, transfer, delivery or allocation of the
Placing Shares; and
(ii) undertake to pay and to pay to and indemnify (on an
after tax basis) and hold harmless each Placing Agent and Eureko and Eureko
Holdings, as the case may be, to the extent that such Placing Agent, Eureko and
/ or Eureko Holdings is or becomes liable to pay any amount in respect of (1)
any stamp duty or stamp duty reserve tax under sections 67 or 93 (depository
receipts) or sections 70 and 96 (clearance services) of the Finance Act 1986 as
a result of the agreement to transfer, transfer, allocation or delivery of
Placing Shares to you, (2) any transfer, registration, documentary or similar
taxes or duties arising in a jurisdiction outside the United Kingdom and/or
imposed by any tax authority outside the United Kingdom as a result of the
agreement to transfer, transfer, delivery or allocation of the Placing Shares,
and (3) any interest and penalties in respect of any such taxes or duties under
(1) and/or (2) above;
13. represent and warrant that you have all necessary capacity and have
obtained all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf you are acting,
all necessary consents and authorities to agree to the terms set out or referred
to in this announcement);
14. (i) represent and warrant that, as at the date on which you
make any oral offer to acquire Placing Shares, you are not a person who would
fall within paragraph 3.20 of the Listing Rules in respect of ISIS upon
Completion and Admission; and
(ii) undertake that you will not take any action following such oral
offer which causes you to become such a person upon Completion and Admission.
15. represent and warrant that as far as you are aware you are not acting
in concert (within the meaning given in the City Code on Takeovers and Mergers)
with any other Placee in relation to the Company;
16. undertake that you will pay for the Placing Shares (including stamp
duty or stamp duty reserve tax as set out in the section headed "Registration
and Settlement") acquired by you in accordance with this announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other placees or as the Placing Agents may determine;
17. understand and accept that your participation in the Bookbuilding
Process and/or the Placing is on the basis that neither Eureko nor any Placing
Agent is making any recommendations to or advising you regarding the suitability
or merits of any transaction you may enter in connection therewith and that you
are not, and do not regard yourself as, a customer or client of any Placing
Agent in connection with the Bookbuilding Process and/or the Placing and, for
the purposes of the FSA Rules, the Placing Agents are acting solely for Eureko
and Eureko Holdings in connection with the Bookbuilding Process and the Placing
as set out in the Listing Particulars and will not be responsible to you for
providing the protections afforded to their respective clients or customers or
for providing advice in relation to the Bookbuilding Process and/or Placing nor
in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement;
18. undertake that the person whom you specify 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; and
19. acknowledge that any agreements entered into pursuant to these terms
and conditions shall be governed by and construed in accordance with the laws of
England and you submit (on behalf of yourself and on behalf of any Placee on
whose behalf you are acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract.
Eureko, Eureko Holdings, the Placing Agents and others will rely upon the truth
and accuracy of the foregoing representations, warranties and acknowledgements.
General
This Appendix and the announcement of which it forms part have been issued by
Eureko and are the sole responsibility of Eureko.
Citigroup is acting as sole global co-ordinator and Joint Bookrunner to Eureko
and Eureko Holdings and no-one else in relation to the Placing, and is not
advising any other person or treating any other person as its client in relation
thereto and will not be responsible to any person other than Eureko and Eureko
Holdings in relation to the Placing for providing the protections afforded to
its clients nor for providing advice in relation thereto.
Cazenove is acting as Joint Bookrunner to Eureko and Eureko Holdings and no-one
else in relation to the Placing, and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to any person other than Eureko and Eureko Holdings in relation to
the Placing for providing the protections afforded to its clients nor for
providing advice in relation thereto.
Merrill Lynch International is acting as Joint Bookrunner to Eureko and Eureko
Holdings and no-one else in relation to the Placing, and is not advising any
other person or treating any other person as its client in relation thereto and
will not be responsible to any person other than Eureko and Eureko Holdings in
relation to the Placing for providing the protections afforded to its clients
nor for providing advice in relation thereto.
ABN AMRO Rothschild is acting as co-lead manager to Eureko and Eureko Holdings
and no-one else in relation to the Placing, and is not advising any other person
or treating any other person as its client in relation thereto and will not be
responsible to any person other than Eureko and Eureko Holdings in relation to
the Placing for providing the protections afforded to its clients nor for
providing advice in relation to the Placing.
Morgan Stanley is acting as co-lead manager to Eureko and Eureko Holdings and no
-one else in relation to the Placing, and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to any person other than Eureko and Eureko Holdings in relation to
the Placing for providing the protections afforded to its clients nor for
providing advice in relation to the Placing.
DEFINITIONS
"Circular" means the circular sent to shareholders of ISIS dated
9 September 2004
"Eureko Holdings" means F&C Asset Management Holdings B.V.
"Enlarged Group" means ISIS, its subsidiaries and subsidiary
undertakings following completion of the acquisition
of F&C Holdings by ISIS
"Existing Ordinary Shares" means the 150,284,561 ordinary shares in the capital
of ISIS in issue as at 6 September 2004
"F&C Holdings" means F&C Group (Holdings) Limited
"Global Co-ordinator" means Citigroup;
"ISIS" or the "Company" means ISIS Asset Management plc
"Joint Bookrunners" means Citigroup, Cazenove and Merrill Lynch
"Listing Particulars" means the listing particulars dated 9 September
published by ISIS
"New Ordinary Shares" means the ordinary shares in the capital of ISIS, to
be issued in consideration for the acquisition of the
entire issued share capital of F&C Holdings, as
further described in the Listing Particulars
"Official List" the Official List of the UK Listing Authority
"Overseas Shareholders" shareholders of ISIS with registered addresses
outside the United Kingdom or who are residents,
nationals or citizens of countries outside the United
Kingdom
"Placing" means the secondary placing of the Placing Shares
"Placing Agents" means Citigroup, Cazenove, Merrill Lynch, ABN AMRO
Rothschild and Morgan Stanley
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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