Print   



10 February 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR 

INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND. 

Zetar Plc ('Zetar' or the 'Company')

Placing of 1,725,800 new ordinary shares in the Company

Zetar, the AIM listed confectionery and snack foods group, today announces the placing of 1,725,800 new Ordinary Shares (the 'Placing Shares') at 120 pence per share to raise approximately £2.1m (gross) for the Company (the 'Cash Placing') to fund the working capital requirements for identified new sales opportunities. 

Background to the Cash Placing

As a predominantly UK based manufacturer, the Group's confectionery division is seeing new sales opportunities as a result of the recent weakening of Sterling. These new sales opportunities have a working capital requirement which the Company intends to finance through the Cash Placing.  The new sales and the Cash Placing are expected by the Board to be marginally earnings per share enhancing in the year ending 30 April 2010. 

The Cash Placing

The Company has made arrangements to raise approximately £2.1m gross (approximately £2.0m net of expenses) by way of a placing of the Placing Shares at a price of 120p per Placing Share ('Placing Price'). The Placing Shares will, when issued, represent approximately 15 per cent. of the Company's existing issued share capital. The Placing Price represents a premium of 23% to the Closing Price of 97.5 pence on 9 February 2009 (being the latest practicable date prior to the date of this announcement). 

The Company has existing authorities in place to allow the issue of the Placing Shares for cash on a non pre-emptive basis and the Cash Placing therefore does not require additional shareholder approvals. The Cash Placing is conditional, inter alia, on the Placing Agreement not being terminated in accordance with its terms and Admission occurring no later than 16 February 2009 (or such later date as the Company, Investec and Altium may agree, being no later than 20 February 2009).

On Admission, the Placing Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

Investec and Altium are acting as Joint Brokers to the Company for the Cash Placing. Investec is also acting as Nominated Adviser to the Company. Pursuant to the terms of a Placing Agreement between the Company and the Joint Brokers, Investec and Altium have undertaken to use their reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Cash Placing is not underwritten.

As part of the Cash Placing, Ian Blackburn (through the Ian Blackburn SIPP) and Clive Beecham (through the Kinnerton Pension Scheme), the Company's Chief Executive and Managing Director respectively, UBS Global Asset Management and Marwyn Investment Management LLP, each a 'related party' of the Company (as prescribed by the AIM Rules for Companies) by virtue of their directorships or existing substantial shareholding in the Company will, amongst others, subscribe for Placing Shares pursuant to the Cash Placing (the 'Related Party Subscriptions'). The Related Party Subscriptions are, accordingly, treated as 'related party transactions' under the AIM Rules for Companies. The Independent Director, having consulted with Investec in its capacity as Nominated Adviser to the Company, considers that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned. The number of Placing Shares placed with related parties and their resultant shareholdings following the Cash Placing, assuming the successful placing of all of the Placing Shares, is set out in Appendix 3 to this announcement.

Members of the public are not eligible to take part in the Cash Placing. The Cash Placing is only being made to persons falling within articles 19, 43 or 49 of the FPO who are also qualified investors for the purposes of section 86 of FSMA and no other person may participate in the Cash Placing or rely on any communication relating to it.

Application has been made for the admission of Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence on 16 February 2009 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST. Immediately following Admission, and assuming that the Placing is fully subscribed, the Company will have 13,231,195 Ordinary Shares in issue.

Investec and Altium, which are both authorised and regulated by the Financial Services Authority and are members of the London Stock Exchange, are acting exclusively for the Company in connection with the Cash Placing and are not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for providing advice on the transactions or arrangements referred to in this announcement. 

Ian Blackburn, Chief Executive commented:

'Today's Placing will provide working capital for the Company to allow us to take advantage of opportunities in the current market environment. With the weakening of Sterling we have seen our competitive position improve with key UK customers and as a result we have a number of additional seasonal sales opportunities that we wish to pursue and today's Placing provides us with capital to do so.'

Enquiries: 

 

 

Zetar Plc                            020 7284 9500

Ian Blackburn

Investec

Patrick Robb                       020 7597 5970

Clifford Halvorsen

Altium                                020 7484 4040

Tim Richardson

Sam Fuller

Financial Dynamics           020 7831 3113

Jonathon Brill

Caroline Stewart

Appendix 1

Terms and conditions of, and important information relating to, the Cash Placing

Members of the public are not entitled to take part in the Cash Placing and this announcement is communicated to them for the purposes of information only. The offer of the Placing Shares has not been made to the public for the purposes of the Prospectus Rules. This announcement and the terms and conditions contained or referred to herein must not be relied on, acted on or responded to by persons who are not Relevant Persons (as defined below). 

By participating in the Cash Placing and acquiring Placing Shares in the capital of the Company placees will be deemed to have read and understood this Appendix in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix. 

 

The Cash Placing and the terms and conditions contained or referred to herein, are directed exclusively at investment professionals (within Article 19(5) of the FPO), members and creditors of the Company (within Article 43 of the FPO) and high net worth companies, unincorporated associations etc (within Article 49 of the FPO) who are also qualified investors for the purposes of section 86 of the Financial Services and Markets Act 2000 ('FSMA') (such categories of investors being referred to as 'Relevant Persons'). No person other than Relevant Persons contacted by Investec or Altium may participate in the Cash Placing and any investment or investment activity to which the terms and conditions contained or referred to herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The announcement and the terms and conditions contained or referred to herein must not be acted on or relied on by persons who are not Relevant Persons. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA. 

 

This announcement and Appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction, including, without limitation, the United Kingdom, the United States, Canada, Australia, Japan, the Republic of South Africa and the Republic of Ireland. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 ('the Securities Act') and may not be offered or sold within the United States absent registration or an exemption from registration. 

 

The distribution of this announcement and the Cash Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company, Investec and Altium to inform themselves about and to observe any such restrictions. 

 

Any acquisition or application for Placing Shares by Placees should only be made on the basis of information contained in this announcement. 

 

The Cash Placing 

 

Under the Cash Placing, Investec and Altium, on behalf of the Company, have conditionally placed 1,725,800 Placing Shares at the Placing Price to raise approximately £2.1 million gross (approximately £2 million net of expenses). 

 

Application has been made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence on 16 February 2009 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST. 

 

Prospective Placees will be contacted by Investec and/or Altium to invite them to subscribe for Placing Shares in the Cash Placing process. Each Placee's allocation will be confirmed to it orally following the close of the Cash Placing process, and notification (either by way of contract notes or otherwise) will be dispatched as soon as possible thereafter. Investec's or Altium's oral confirmation to the Placee after the Cash Placing process has closed in connection with this announcement will constitute a legally binding irrevocable commitment upon the Placee to subscribe for the number of Placing Shares allocated to it on the terms and conditions set out in this Appendix which is not capable of termination or rescission by the Placee in any circumstances except fraud. Investec and Altium are arranging the Cash Placing as agents of the Company and all such obligations entered into by the Placee are therefore directly enforceable by the Company. Participation will only be available to Relevant Persons invited to participate by Investec or Altium. 

 

Terms of the Placing Agreement 

 

Pursuant to the Placing Agreement, Investec and Altium have each agreed to use their reasonable endeavours to place the Placing Shares with placees selected by them. 

The Placing is conditional upon, inter alia, Admission and on the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 8.00 am on 16 February 2009 (or such later time and date as the Company, Investec and Altium may agree, being no later than 8.00 am on 20 February 2009) the Cash Placing will not become unconditional and any placing monies paid in advance will be returned to Placees, without interest, and at the Placees' risk as soon as practicable thereafter. 

 

In consideration of their services in connection with the Cash Placing, the Company will pay to each of Investec and Altium a commission of a certain percentage of the aggregate value, at the Placing Price, of the Placing Shares. The Placing Agreement contains warranties given by the Company to each of Investec and Altium with respect to the Group, its businesses and certain matters connected with the Cash Placing. Investec and Altium are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, materially untrue, inaccurate or misleading or if an event of force majeure arises. In addition, the Company has given an indemnity to Investec and Altium in respect of, amongst other things, the performance by Investec and Altium of their services in connection with the Cash Placing and the application on behalf of the Company to the London Stock Exchange for Admission. 

 

The exercise by Investec and Altium of any right of termination under the Placing Agreement shall be within their absolute discretion and neither Investec nor Altium shall have any liability to any Placee, or any other person for whom any Placee is subscribing Placing Shares, in respect of any decision which either may make as to whether or not to exercise any right of termination or any of their other rights under the Placing Agreement. 

Termination

The Placing Agreement contains warranties and indemnities given by the Company, and Investec or Altium may terminate the Placing Agreement prior to Admission in certain circumstances, including if there has been a material adverse change in the financial position or the prospects of the Company; if there has been a change in the market conditions which in the reasonable opinion of either Investec or Altium would render the Cash Placing permanently impracticable or inadvisable, or would materially or adversely affect the Company's financial position or prospects, or if any of the warranties contained in the Placing Agreement have been breached.

By participating in the Cash Placing and so accepting the obligations set out in the terms and conditions contained or referred to herein the Placee agrees that any exercise by Investec or Altium of any right to terminate the Placing Agreement or to waive or extend any condition in the Placing Agreement shall be within Investec and Altium's absolute discretion and that Investec and/or Altium shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right. If the Placing Agreement does not become unconditional or is terminated in accordance with its terms prior to Admission, the Placing will not proceed and the Placee's rights and obligations will cease and no claims will be capable of being made by the Placee in respect of the Cash Placing and any payments made by the Placee will be returned as soon as possible thereafter without interest at the Placee's risk.

Tax

The Placing Shares will be acquired by the Placee free of all expenses and free of all stamp duty and stamp duty reserve tax ('SDRT') unless stamp duty or SDRT is chargeable on the issue of Placing Shares to the Placee under any of sections 67 and 93 (Depository Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986. In summary, these sections will apply if the Placee's business is or includes issuing depository receipts or the provision of clearance services or acting as agent or nominee for a person whose business is or includes issuing depository receipts or the provision of clearance services. By accepting the terms and conditions contained or referred to herein the Placee confirms and warrants to Investec and Altium (for themselves and as agents for the Company) that these sections will not apply to the placing of Placing Shares by it. If the Placee is not able to confirm or warrant that the above sections apply or if any such stamp duty or SDRT is payable, it will be entirely for the Placee's account and neither the Company nor Investec and Altium will have any liability in respect thereof.

General 

 

These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Cash Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to either Investec or Altium to subscribe for Placing Shares (which may include Investec and/or Altium and/or its nominee(s)) hereby agrees with each of Investec, Altium and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued to it under the Cash Placing. A Placee shall, without limitation, become so bound if either Investec or Altium confirms to it, in writing or by telephone (i) the Placing Price and (ii) its allocation (the 'Confirmation'). 

 

Conditional on (i) Admission occurring on 16 February 2009 or such later date as the Company, Investec and Altium may agree (not being later than 20 February 2009), and (ii) the Confirmation, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. Notification (either by way of conditional contract notes or otherwise) will be dispatched as soon as possible following the Confirmation.

 

Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee on a delivery versus payment ('DVP') basis within CREST as shall be directed by Investec or Altium. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed Investec and/or Altium or any nominee of Investec and/or Altium to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by Investec or Altium. 

  

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Cash Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement. Each Placee, by accepting a participation in the Cash Placing, agrees that the content of this announcement (other than this Appendix I) 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 Investec, Altium or the Company and neither Investec, Altium or the Company will be liable for any Placee's decision to accept this invitation to participate in the Cash Placing based on any other information, representation, warranty or statement which the Placee 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 deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. 

 

By participating in the Cash Placing, each Placee irrevocably represents, warrants and undertakes to Investec and Altium (for themselves and as agents of the Company) that: 

 

(a) it and/or each person on whose behalf it is participating (in whole or in part) in the Cash Placing or to whom it allocates its Placing Shares in whole or in part: 

 

(i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and 

 

(ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares; 

 

(b) it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person); 

 

(c) it is a Relevant Person; 

 

(d) in agreeing to subscribe for Placing Shares it has received and read this announcement including this Appendix and is not relying on any information, representation or warranty relating to the Cash Placing, the Placing Shares or the Company other than as contained in this announcement and it has not relied on and is not relying on any representation or warranty or agreement by Investec, Altium or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein; 

 

(e) save where either Investec or Altium has been given prior written notice to the contrary, in participating in the Cash Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares; 

 

(f) it irrevocably confirms Investec's and Altium's discretion with regard to the Placing Agreement and agrees that neither Investec nor Altium owes it any fiduciary duties in respect of any claim it may have relating to the Cash Placing; 

 

(g) it acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Ordinary Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland, the Republic of South Africa or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offered or sold in the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan; 

 

(h) it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States, Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan; 

 

(i) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section; 

 

(j) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Cash Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Investec, Altium, the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Cash Placing or its application; that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares; and that it will pay any issue or other taxes due under any relevant non-UK laws; 

 

(k) it acknowledges and agrees in connection with its participation in the Cash Placing that neither Investec nor Altium is acting for it in relation to the Cash Placing or otherwise and that neither Investec nor Altium will have any duties or responsibilities to it for providing the protections afforded to their customers or for advising it with regard to Cash Placing or the Placing Shares, nor do the contents of this announcement constitute the giving of investment advice by either Investec or Altium to it and nor does it expect Investec or Altium to have a duty to it similar or comparable to the 'best execution', 'suitability' and 'risk warnings' rules of The Financial Services Authority; 

 

(l) it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for Placing Shares and to perform its obligations as set out herein; 

 

(m) save where Investec or Altium has been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); 

 

(n) save where Investec or Altium has been given prior written notice to the contrary, the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; 

 

(o) in the case of a person who confirms to either Investec or Altium on behalf of a Placee an agreement to subscribe for Placing Shares and/or who settle with Investec or Altium on a DVP basis, that person represents and warrants that he has authority to do all such acts on behalf of the Placee; 

 

(p) to the extent that a Placee is subscribing for Placing Shares on behalf of a third party and prior written notice of such matter has been given to Investec or Altium as contemplated by paragraph (e) of this appendix: 

 

(i) such Placee has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the 'Regulations'); 

 

(ii) such Placee has complied fully with its obligations pursuant to the Regulations; and 

 

(iii) such Placee will provide Investec and/or Altium on demand with any information it might require for the purposes of verification under the Regulations; 

 

(q) it is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and insider dealing under the Criminal Justice Act 1993; 

 

(r) it acknowledges that the issue of the Placing Shares to it will be issued subject to the terms and conditions set out herein; 

 

(s) acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares; 

 

(t) acknowledges that the content of this announcement (other than Appendix I) is exclusively the responsibility of the Company and that neither Investec, Altium. nor any person acting on their behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Cash Placing based on any information, representation or statement contained in this announcement or otherwise; 

 

(u) represents and warrants that it has not received a prospectus or other offering document and has not relied on any information other than information contained in this announcement or any information previously published by or on behalf of the Company and acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Cash Placing; and 

(v) irrevocably appoints any duly authorised officer of Investec and Altium as its agent for the purpose 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. 

In the event that a Placee is not able to give the warranties in (m) and (n) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate. Neither Investec, Altium nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax, which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, Investec, Altium and the Company. 

 

Settlement of the transactions in the Placing Shares following Admission will take place within the CREST system against either Altium's CREST account ADXVV or Investec's CREST account 331. 

 

Investec and Altium will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form. 

 

In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee's liability is joint and several. 

 

These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of Investec, Altium and the Company, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction. 

 

 

 

 

Appendix 2

In this Announcement (including the Appendices), the following expressions have the following meanings unless inconsistent with the context:

'Admission'	the admission of the Placing Shares to AIM which is expected to occur on 16 February 2009
'AIM'	AIM, a market operated by the London Stock Exchange
'Altium'	Altium Capital Limited (registered number 1072627), whose registered office is at 30 St James's Square, London SW1Y 4AL
'Cash Placing'	the conditional placing to institutional investors of up to 1,725,800 Placing Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement and this announcement
'Closing Price'	the closing middle market quotation of an Ordinary Share on 9 February 2009 as derived from the daily official list published by the London Stock Exchange
'Company' or 'Zetar'	Zetar Plc (registered number 5308258), whose registered office is at 11 Buckingham Street, London WC2N 6DF
'CREST'	the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument and which is operated by Euroclear UK & Ireland Limited
'FPO'	Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
'FSMA'	the Financial Services and Markets Act 2000 (as amended)
'Group'	Means the Company and subsidiary undertakings from time to time
'Independent Director'	the directors of the Company, exclusive of Ian Blackburn and Clive Beecham, who are taking part in the Cash Placing, and David Williams, who is connected to Marwyn Investment Management LLP
'Investec'	Investec Investment Banking, a division of Investec Bank Plc (registered number 489604), whose registered office is at 2 Gresham Street, London EC2V 7QP
'London Stock Exchange'	London Stock Exchange plc
'Ordinary Shares'	ordinary shares of 10p each in the capital of the Company
'Placee'	each counterparty to a contract note taking up Placing Shares
'Placing Agreement'	the agreement dated 10 February 2009 between the Company and Investec and Altium relating to the Cash Placing
'Placing Price'	120 pence per Placing Share
'Placing Shares'	the 1,725,800 new Ordinary Shares which are the subject of the Cash Placing

    

  Appendix 3

Related Party Subscriptions

Name	Existing holding	% of Existing ISC	Placing Shares subscribed for	Resultant Shareholding	% of  Enlarged  ISC
Ian Blackburn1	391,602	3.40	83,333	474,935	3.59
Clive Beecham2	894,897	7.78	625,000	1,519,897	11.49
UBS Global Asset Management	1,152,818	10.02	255,000	1,407,818	10.64
Marwyn Investment Management LLP	873,715	7.59	207,467	1,081,182	8.17

1 of the 474,935 Ordinary Shares in which Ian Blackburn will be interested following completion of the Cash Placing, 126,041 Ordinary Shares are held by his wife, Joanne Blackburn and 150,594 Ordinary Shares are held by Ian Blackburn's SIPP, with the remaining 198,300 Ordinary Shares held by Ian Blackburn directly. The Placing Shares in which Ian Blackburn will be interested on Admission will be held by Ian Blackburn's SIPP.

2 of the 1,519,897 Ordinary Shares in which Clive Beecham will be interested following completion of the Cash Placing, 2,212 Ordinary Shares are held by Olivia Beecham and 2,212 Ordinary Shares are held by Edward Beecham, 302,316 Ordinary Shares are held by The Clive Beecham Kinnerton Trust, 49,024 Ordinary Shares are held by The Robert Beecham Kinnerton Trust and 778,071 Ordinary Shares are held by The Kinnerton Pension Scheme, of all of which Clive Beecham is a trustee and / or a beneficiary. 386,062 Ordinary Shares are held directly by Clive Beecham. The Placing Shares in which Clive Beecham will be interested on Admission will be held by the Kinnerton Pension Scheme.

ENDMSCEAFANESLNEAE