Common use of THE PLACING Clause in Contracts

THE PLACING. 4.1 The Company and each of the Selling Shareholders authorises and instructs each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC to procure subscribers at the Placing Price for the Placing Shares and purchasers at the Placing Price for the Sale Shares on the terms of this agreement, the Admission Document and the Placing Letters and for such purpose: (a) irrevocably appoints each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC as its agents for the purposes of the Placing and confirms its authority to each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC or their agents to seek commitments to subscribe for the Placing Shares and to purchase the Sale Shares at the Placing Price from Placees by the distribution of Placing Letters and copies or proofs (including the Placing Proof) of the Admission Document; (b) confirms that the above appointment confers on each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC and their agents all powers, authorities and discretions (including, without limitation, the power to appoint sub-agents or to delegate the exercise of any of its powers, authorities or discretions to such person or persons as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC may think fit) which are within their powers and are necessary for, or incidental to (in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ and/or RBC’s reasonable opinion), the implementation of the Placing and Admission; and (c) agrees to ratify, confirm and approve all documents, acts and things which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, RBC and their agents shall lawfully do or have done in the exercise of or in contemplation of such appointment, powers, authorities and discretions, 4.2 The Company and each of the Directors shall give all such assistance and provide all such information as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC may reasonably require for the making and implementation of the Placing and will do (or procure to be done insofar as it or he is able) all such acts and things and execute (or procure to be executed insofar as it or he is able) all such documents as may be necessary or desirable to be done or executed by it or on its behalf by its officers or employees or by him in connection with the Placing including, in particular, fully complying with all the relevant provisions of the AIM Rules, the Prospectus Rules and FSMA. 4.3 Pursuant to but without limiting the authority in clause 4.1, subject to fulfilment of the conditions in clause 2.1 and the Company, the Selling Shareholders and the Directors performing their respective obligations under clause 4.1, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC agree as agents of the Company and the Selling Shareholders and in reliance on the Warranties, to use reasonable endeavours to procure persons to subscribe for the Subscription Shares and to purchase the Sale Shares in each case at the Placing Price and otherwise upon the terms of the Admission Document and the Placing Letters. 4.4 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall determine in their absolute discretion: (a) the last time at which Placing Shares may be offered and acceptances may be made amongst those who have applied for the Placing Shares under the Placing; (b) the validity or otherwise of acceptances received for Placing Shares under the Placing; and (c) the basis of allocation of Placing Shares under the Placing (provided that, in the event of any disagreement as to allocation between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC, they shall promptly refer the matter to ▇▇. ▇. Lendrum (or, in the event of his unavailability, ▇▇. ▇.▇. ▇▇▇▇▇) for his determination, which shall be final and binding on the parties), and shall supply to the Registrars a schedule of persons subscribing for Subscription Shares and the number of Subscription Shares for which they are subscribing and of persons acquiring Sale Shares, the persons they are acquiring them from and the number of Sale Shares being acquired. 4.5 The Company shall procure that the Board shall, prior to the delivery and execution of this agreement but prior to and conditionally on Admission, allot the Subscription Shares (credited as fully paid up) on the terms that such Subscription Shares shall rank pari passu in all respects with all other Common Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of this agreement. The Subscription Shares shall be issued, and the Sale Shares sold, at the Placing Price free from all Encumbrances and, subject to the Bylaws of the Company, and subject to the provisions of this agreement, to such persons and in such denominations as may be notified to it by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC. 4.6 The subscription price for each of the Subscription Shares and the sale price for the Sale Shares shall be the Placing Price. Subject to clause 4.1, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall procure that the proceeds of the Placing are paid in cleared funds (less the deductions made pursuant to clause 9 in respect of fees, commissions and costs payable by the Company together with any amount equal to VAT payable on those amounts and less any stamp duty or stamp duty reserve tax payable on the transfer of the Sale Shares) as soon as practicable following Admission but in any event by the later of 5.00 pm on the fifth business day following Admission or the date upon which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC receive cleared funds from Placees in respect of Placing proceeds, by telegraphic transfer of an amount equal to the aggregate value at the Placing Price of the Placing Shares to the Company’s account as follows: Pay To: Barclays Bank plc Sort Code: SC 203253 SWIFT CODE: ▇▇▇▇▇▇▇▇ Account of: Amegy Bank National Association Houston, Texas U.S.A. SWIFT Code: ▇▇▇▇▇▇▇▇ IBAN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Reference: Resaca Exploitation Account No.: ▇▇▇▇▇▇▇▇▇▇ Contact No.: 93240 4.7 Upon receipt of the Placing proceeds (and following deduction of the amounts payable by the Company pursuant to clause 9), the Company shall pay to each Selling Shareholder an amount equal to the number of Sale Shares held by such Selling Shareholder, multiplied by the Placing Price, which amounts shall not be reduced by any amounts for which the Company is responsible under clause 9, and the Company shall then retain the balance for its own account. 4.8 The Subscription Shares shall be subscribed and the Sale Shares sold free from all Encumbrances and with all rights attaching or accruing to them on or after the date of this agreement. 4.9 If Admission does not become effective by 17 July 2008, or such later time and/or date as the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC may agree (being not later than 8.00 a.m. on 31 July 2008), monies received from Placees will be returned without interest by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC, at the Placees’ risk, to Placees through the post. Any interest accrued on such monies (net of account charges) will be applied by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC towards their fees and expenses payable pursuant to clause 9. 4.10 The Company and the Directors acknowledge that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC may, in their absolute discretion, require verification of the identity of any Placee. 4.11 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall be under no obligation or liability under this agreement should the cheque or other remittance accompanying any application under any Placing Letters not be duly met or paid by the time of Admission or should ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or RBC or the Registrars fail to receive evidence satisfactory to them of the person lodging the relevant Placing Letters in order to ensure compliance with the Money Laundering Regulations 2003 and 2007, the Terrorism ▇▇▇ ▇▇▇▇, the Serious Organised Crime and Police ▇▇▇ ▇▇▇▇, the Anti-Terrorism Crime and Security ▇▇▇ ▇▇▇▇ and the Proceeds of Crime ▇▇▇ ▇▇▇▇. 4.12 For the avoidance of doubt, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC are acting for the Company and the Selling Shareholders in relation to the Placing and Admission and shall not be responsible to anyone other than the Company and the Selling Shareholders, for providing the protections afforded to customers of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC or for providing advice in relation to the Placing or Admission. 4.13 Each of the Directors will do all acts and things and execute all documents necessary on his part for the purpose of giving effect to the Placing, including, in particular, complying with relevant provisions of the AIM Rules and FSMA and in particular (but without limitation) shall procure that a meeting of the Board is held at which the issue of the Subscription Shares, and the sale of the Sale Shares is approved. 4.14 Each of the Selling Shareholders undertakes to sell the Sale Shares free from Encumbrances to such Placees as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC may procure and to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC with such documents as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC may reasonably require to effect such sales. 4.15 The Placing Shares and the Sale Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company accordingly confirms that it has not offered and will not offer any Placing Shares for subscription or sale within the United States except pursuant to an applicable exemption under the Securities Act. 4.16 The Company confirms to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC that it has not: (a) offered any Placing Shares for subscription or sale or issued any invitation to subscribe for or purchase any Placing Shares and will not offer any Placing Shares or purchase for subscription or sale or issue any invitation to subscribe for subscription or any Placing Shares; or (b) distributed, and will not distribute any offering circular, admission document, advertisements, or other offering material in relation to the Placing Shares; in each case whether directly or indirectly in a Relevant Territory or to any person whom it knows to be a resident of a Relevant Territory (including corporations and other entities organised under the laws of any Relevant Territory but not including a permanent establishment of any such corporation or entity located outside any Relevant Territory other than in another Relevant Territory) otherwise than pursuant to any exemption or safe-harbour provided under the securities laws of the Relevant Territory. 4.17 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC each undertake to the Company that: (a) they shall not engage in any direct or indirect selling efforts with respect to the Placing Shares in any Relevant Territory or any jurisdiction other than the United Kingdom, Switzerland, the United States and Canada unless they have received prior written consent to do so from the Company; (b) they will not, directly or indirectly, offer for subscription or sale or solicit applications for any of the Placing Shares, nor will they distribute or publish any documents in relation to the Placing, in any country or jurisdiction except one in which such distribution or publication is in compliance with any applicable laws or regulations and, where it is in doubt, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall only proceed where it has received the prior consent of the Company (after obtaining the appropriate legal advice); (c) they will not directly or indirectly offer for subscription or sale or solicit applications for any of the Placing Shares, nor will they distribute any documents in relation to the Placing to any persons if by doing so it would cause the Placing to be regarded as an offer to the public and/or which would require the Company to issue a prospectus with regard to the same and/or which cause the Placing Documents to be sent to a person who does not fall within an exemption in the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 from the prohibition contained in section 21 of FSMA; and (d) they will ensure that each person acting on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC and the Indemnified Persons complies with this clause 4.17. 4.18 The Company hereby confirms to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC that it has appointed (and such appointment has been accepted) the Registrars to act as registrars and receiving agents for the issue of the Subscription Shares and the transfer of the Sale Shares upon and subject to the terms of the Registrars Agreement. The Company undertakes to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC that it will provide the Registrars with all authorisations and information which it is able to provide so as to enable the Registrars to perform their duties in accordance with the terms of the Registrars Agreement and will authorise the Registrars to act in accordance with the terms of the Registrars Agreement, the Admission Document and this Agreement. Subject to Admission, the Company shall procure that the Registrars issue to Placees definitive share certificates by not later than the date specified therefor in the timetable set out in the Admission Document. 4.19 The Placing is not underwritten and to the extent that Placees are not obtained for all of the Placing Shares ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall not be liable to subscribe for or purchase any Placing Shares for which Placees were not obtained. 4.20 Each of the Warrantors undertakes and covenants to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC that he has not given and will not give any information, and has not made and ▇▇▇▇ not make any representation, warranty or statement, to potential Placees in connection with the Placing which is not included in the Admission Document.