Common use of Placing Clause in Contracts

Placing. 8.1 The Company authorises and directs Peel ▇▇▇▇, and Peel ▇▇▇▇ agrees, to arrange for the release of the Press Release to the press as soon as practicable following 8.00 a.m. on the date of Admission. 8.2 Within one day of the date of this Agreement, CRT and Peel ▇▇▇▇ shall, to the extent that they have not already done so, dispatch the Placing Letters and the draft Admission Document to such persons as they determine in their absolute discretion and use their reasonable endeavours to place the Subscription Units at the Placing Price with Placees selected by them (which may include CRT and Peel ▇▇▇▇ and/or members of the respective groups of companies of which they are a member) on and subject to the terms set out in the Placing Letters. 8.3 CRT and Peel ▇▇▇▇ shall by no later than noon (US Eastern Standard Time) on the Dealing Day after the date of the Agreement notify the Company and/or the Registrar (as appropriate) of the names, addresses and entitlements to Subscription Units of the Placees procured by CRT and Peel ▇▇▇▇ respectively to subscribe for the Subscription Units. 8.4 Peel ▇▇▇▇ shall be entitled to make for itself or on behalf of any Indemnified Person any announcement concerning the Placing as may in its reasonable and sole opinion be necessary in order to comply with its obligations and duties as a Nominated Adviser if, in Peel ▇▇▇▇'▇ sole opinion (acting reasonably), the Placing Documents contain a misleading statement for the purposes of section 397 of the FSMA. 8.5 CRT and Peel ▇▇▇▇ shall receive all payments on behalf of the Company from US Placees and UK Placees respectively, and hold and apply such amounts in accordance with clause 9.

Placing. 8.1 6.1 The Company authorises and directs Peel ▇▇▇▇Numis, and Peel ▇▇▇▇ Numis agrees, to arrange for the release of the Press Release to the press as soon as practicable following 8.00 7.00 a.m. on the date of Admissionthis Agreement. 8.2 Within one day 6.2 Upon and subject to fulfilment of the date of this AgreementConditions set out in clauses 2.1.1 and 2.1.2, CRT and Peel ▇▇▇▇ Numis shall (or shall procure that other persons shall, to the extent that they have not already done so, dispatch ): 6.2.1 despatch the Placing Letters and the draft Admission Document to such persons as they determine it determines in their absolute discretion its discretion, having consulted (so far as practicable) with the Company and Optimal and giving due consideration to the views of the Company and Optimal, and use their its reasonable endeavours to place the Subscription Units Placing Shares at the Placing Price with Placees placees so selected by them it (which may include CRT and Peel ▇▇▇▇ Numis and/or members of the respective groups group of companies of which they are it is a member) on and subject to the terms set out in the Placing Letters; and 6.2.2 lodge with the Registrars at the direction of Optimal for registration in the name of Numis executed CREST stock transfer forms in relation to the Placing Shares together with the relative share certificates, such transfers to take effect immediately upon the Ordinary Shares being admitted as participating securities in CREST. 8.3 CRT 6.3 Numis agrees to re-materialise such number of Placing Shares as are equivalent to the number of Placing Shares for which the placees shall request definitive share certificates to enable the placees to receive share certificates in respect of such Placing Shares. 6.4 Numis hereby agrees that, subject to satisfaction of the Conditions, it shall itself as principal purchase such number of the Placing Shares in respect of which it has been unable to procure placees by 3.00 p.m. on the Dealing Day immediately prior to Admission and Peel ▇▇▇▇ shall make payment in respect of such shares in accordance with the provisions of clause 7. 6.5 Numis shall by no later than noon (US Eastern Standard Time) 3.00 p.m. on the Dealing Day after the date of the Agreement prior to Admission notify the Company and/or Company, Optimal and the Registrar Registrars (as appropriate) ): 6.5.1 of the names, addresses and entitlements to Subscription Units Placing Shares of the Placees placees procured by CRT Numis to purchase the Placing Shares (as the case may be), specifying which of such shares are to be held in certificated form or uncertificated form; 6.5.2 of the number of Placing Shares to be taken up by Numis (or its nominee) as principal; and 6.5.3 of the participant ID and Peel ▇▇▇▇ respectively member account ID of the CREST stock account into which all Placing Shares to subscribe be held initially in uncertificated form are to be deposited, being the CREST stock account of Numis. 6.6 Numis shall deliver the CREST stock transfer forms referred to in clause 5.2 to the Registrar to enable the Placing Shares to be held in the CREST stock account referred to in clause 6.5.3 prior to Admission. 6.7 Numis confirms that it has not knowingly procured, and undertakes to the Company and Optimal that it shall not knowingly procure, placees for the Subscription UnitsPlacing Shares or any Ordinary Shares subscribed for by Numis pursuant to clause 5.3 (collectively, the "Subject Shares") outside the United Kingdom (including, without limitation, Ireland) in circumstances where that procurement, or the sale of the Subject Shares which would result from that procurement, constitutes a breach of applicable securities laws outside the United Kingdom. Without limiting the generality of the foregoing, Numis represents and warrants that it and its affiliates (as defined in Rule 405 under the U.S. Securities Act of 1933), and any person acting on their respective behalves (i) have not knowingly offered any Subject Shares to a person in the United States, and covenant and agree that they will not sell any Subject Shares to any person unless, at the time the buy order is originated, they reasonably believe that the buyer is outside the United States; and (ii) have not knowingly made, and covenant and agree that they will not knowingly make, any directed selling efforts (within the meaning of Rule 902 of Regulation S under the U.S. Securities Act of 1933) with respect to the Subject Shares in the United States. 8.4 Peel ▇▇▇▇ 6.8 Numis shall be entitled to make for itself or on behalf of any Indemnified Person any announcement concerning the Placing as may in its reasonable and sole opinion be necessary in order to comply with its obligations and duties as a Nominated Adviser if, in Peel ▇▇▇▇'▇ sole opinion (acting reasonably), the Placing Documents contain a misleading statement for the purposes of section 397 of the FSMA. 8.5 CRT and Peel ▇▇▇▇ FSMA provided that prior to making any such announcement Numis shall receive all payments on behalf of consult with the Company from US Placees and UK Placees respectively, Optimal (so far as practicable in the circumstances) in good faith as to the content and hold and apply timing of such amounts in accordance with clause 9announcement.