Common use of THE PLACING Clause in Contracts

THE PLACING. 6.1 In reliance on the covenants, undertakings, indemnities, representations and warranties contained in this Agreement, and subject to the Conditions being satisfied (or, where applicable, waived), and otherwise on the terms set out in this Agreement and the Terms & Conditions, the Joint Bookrunners will each severally and not jointly or jointly and severally use its respective reasonable endeavours to procure subscribers for all the relevant Placing Shares at the Placing Price on the terms and subject to the conditions set out in the Agreement and the Terms & Conditions. 6.2 The Company agrees that, subject to the release of the Opening Announcement, the Joint Bookrunners will conduct an Accelerated Bookbuild process in relation to the Placing which will establish the the demand for the Placing Shares and the number of Placing Shares to be issued at the Placing Price pursuant to the Placing to be recorded in the Placing Results Agreement. The Accelerated Bookbuild will commence on the release of the Opening Announcement and will end as soon thereafter as the Joint Bookrunners shall determine. The allocation of Placing Shares amongst the Placees will be determined by agreement between the Company and the Joint Bookrunners having regard to the Joint Bookrunners' allocation policies. Promptly following the determination of the number of Placing Shares to be issued at the Placing Price and the allocation as between Placees, subject to determining to do so, the parties shall as soon as practicable thereafter enter into the Placing Results Agreement, provided that the parties shall not be obliged to enter into the Placing Results Agreement. When the Company and the Joint Bookrunners have executed (in its or their absolute discretion) the Placing Results Agreement, it will take effect as part of this Agreement. 6.3 Subject to compliance by the Joint Bookrunners and the Company with their respective obligations under Clause 6.2, the Company and the Joint Bookrunners shall agree the form of the Placing Results Announcement and the Company will release the same as soon as reasonably practicable following completion of the- Accelerated Bookbuild and in any event by midday on the date of this Agreement (or such later time and/or date as may be agreed by the Company and the Joint Bookrunners). 6.4 For the avoidance of doubt the Placing is not being underwritten by the Joint Bookrunners and nothing in this Agreement shall impose on the Joint Bookrunners any obligation to underwrite any of the Placing Shares or to subscribe for any of the Placing Shares or to make any payment in respect of the subscription obligations of any Placee. 6.5 The Company agrees to offer the Placing Shares on and subject to the terms and conditions set out in the Terms & Conditions and on the basis of the information set out in the Placing Documents. 6.6 The Company authorises each of the Joint Bookrunners to issue or cause to be issued to potential Placees copies of the Placing Documents and the Terms & Conditions. 6.7 The Company undertakes with the Joint Bookrunners to use the net proceeds of the Placing received by it in the manner described in the Placing Documents unless the Placing is oversubscribed in which case the surplus proceeds shall be used as the Company sees fit (acting in good faith). 6.8 The Company acknowledges that none of the Joint Bookrunners nor any of their Affiliates or advisers are responsible to the Company for verifying the accuracy and/or fairness of any information published in the Placing Documents or any documents otherwise published by the Company. 6.9 Notwithstanding that each of the Joint Bookrunners is acting as agent of the Company in connection with the Placing: (a) each of the Joint Bookrunners may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by it or its agents in connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit provided that such arrangements have been previously disclosed to the Company and approved by it; and (b) any Placing Shares for which any of the Joint Bookrunners (or any of their Affiliates or any of their respective agents) subscribes may be retained or dealt with by it (or such person) for its (or such person’s) own use and benefit. 6.10 The Company acknowledges that any information it receives or has received regarding the identity of persons expressing an interest in subscribing for or purchasing Placing Shares in the Placing and the prices at which they may be willing to do so, is based on non-binding indications of interest from such persons, and there can be no assurance or obligation that such persons will subsequently agree to acquire any Placing Shares or to acquire the number of Placing Shares indicated or at the prices indicated. The Company agrees that any such information obtained or received by it will be, save as required by law or regulation or any governmental or regulatory body, held in confidence and recognises that such information may constitute inside information in relation to the Company and/or its securities for the purposes of the Criminal Justice Act 2003 and the market abuse provisions set out in UK MAR and the Company agrees to conduct itself and, where relevant, direct its officers and employees to conduct themselves, so as to avoid an offence under the Criminal Justice Act 2003 or a breach of the market abuse rules set out in UK MAR by reference to such information. 6.11 Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK Product Governance Requirements), each of Cenkos and Liberum acknowledges to the Company that it understands the responsibilities conferred upon it under the UK Product Governance Requirements relating to: (a) the target market for the Placing; (b) the eligible distribution channels for dissemination of the Placing Shares, each as set out in the Opening Announcement; and (c) the requirement to carry out a product approval process. Each of the Company, Cenkos and Liberum acknowledge that they have agreed the target market assessment. 6.12 The provisions of Part A of Schedule 6 shall have effect as undertakings and warranties on the part of the Company to the Joint Bookrunners. 6.13 The provisions of Part B of Schedule 6 shall have effect as several undertakings and warranties on the part of Cenkos and Liberum to the Company. 6.14 The provisions of Part C of Schedule 6 shall have effect as undertakings and warranties on the part of Standard Bank to the Company. 6.15 The Company acknowledges that none of the Joint Bookrunners are acting as agent of the Company for the purposes of the Zimbabwe Placing. None of the Joint Bookrunners shall be responsible for the acts, omissions, obligations and/or liabilities of IH Advisory (Private) Limited in connection with the Zimbabwe Placing, nor shall the rights and remedies of the Joint Bookrunners be adversely affected by any act or omission by IH Advisory (Private) Limited or equivalent relationship is created between the Joint Bookrunners and IH Advisory (Private) Limited pursuant to, or as a result of, the entry into of this Agreement.

THE PLACING. 6.1 In reliance on 4.1 Marconi: 4.1.1 hereby irrevocably appoints Hoare Govett as its agent for the covenants, undertakings, indemnities, representations and warranties contained in this Agreement, and subject to the Conditions being satisfied (or, where applicable, waived), and otherwise on the terms set purpose of carrying out in this Agreement and the Terms & Conditions, the Joint Bookrunners will each severally and not jointly or jointly and severally use its respective reasonable endeavours to procure subscribers for all the relevant Placing Shares at the Placing Price on the terms and subject to the conditions set out in the this Agreement and the Terms & ConditionsPlacing Press Release; and 4.1.2 hereby confirms that the foregoing appointment confers on Hoare Govett all powers, authorities and discretions on behalf of Marconi which are necessary for, or reasonably incidental to, the procuring of purchasers for the Placing Shares on the terms and conditions contained in this Agreement and hereby agrees to ratify and confirm everything which Hoare Govett shall lawfully and properly do in the exercise of such powers, authorities and discretions in accordance with the terms of this Agreement. 6.2 The Company agrees that4.2 Relying on the indemnities, subject representations, undertakings and warranties contained in this Agreement and upon the terms and conditions contained in this Agreement Hoare Govett undertakes to use reasonable endeavours to procure Placees to purchase the Placing Shares on the terms and conditions of this Agreement. 4.3 Hoare Govett shall have absolute discretion, prior to the release of the Opening Announcement, the Joint Bookrunners will conduct an Accelerated Bookbuild process to accept or reject any application for Placing Shares either in relation to whole or in part. 4.4 As soon as practicable after release of the Placing which will establish Press Release and in any event no later than 4.30pm on the the demand for the Placing Shares date hereof, Hoare Govett and Marconi shall determine the number of Placing Shares to be issued at the Placing Price pursuant to the Placing to be recorded sold in the Placing Results Agreement. The Accelerated Bookbuild will commence on the release of the Opening Announcement and will end as soon thereafter as the Joint Bookrunners shall determine. The allocation of Placing Shares amongst the Placees will be determined by agreement between the Company and the Joint Bookrunners having regard to Placing Price. To the Joint Bookrunners' allocation policies. Promptly following the determination of extent that the number of Placing Shares agreed pursuant to be issued at this clause are equal to or less than the number of Existing Ordinary Shares, then the Placing Shares shall comprise such Existing Ordinary Shares. To the extent that the number of Placing Shares agreed pursuant to this clause exceed the number of Existing Ordinary Shares, then the Placing Shares shall comprise the Existing Ordinary Shares and a number of New Ordinary Shares equal to such excess. 4.5 As soon as practicable after the Placing Price and the allocation as between Placees, subject to determining to do so, the parties shall as soon as practicable thereafter enter into the Placing Results Agreement, provided that the parties shall not be obliged to enter into the Placing Results Agreement. When the Company and the Joint Bookrunners have executed (in its or their absolute discretion) the Placing Results Agreement, it will take effect as part of this Agreement. 6.3 Subject to compliance by the Joint Bookrunners and the Company with their respective obligations under Clause 6.2, the Company and the Joint Bookrunners shall agree the form of the Placing Results Announcement and the Company will release the same as soon as reasonably practicable following completion of the- Accelerated Bookbuild and in any event by midday on the date of this Agreement (or such later time and/or date as may be agreed by the Company and the Joint Bookrunners). 6.4 For the avoidance of doubt the Placing is not being underwritten by the Joint Bookrunners and nothing in this Agreement shall impose on the Joint Bookrunners any obligation to underwrite any of the Placing Shares or to subscribe for any of the Placing Shares or to make any payment in respect of the subscription obligations of any Placee. 6.5 The Company agrees to offer the Placing Shares on and subject to the terms and conditions set out in the Terms & Conditions and on the basis of the information set out in the Placing Documents. 6.6 The Company authorises each of the Joint Bookrunners to issue or cause to be issued to potential Placees copies of the Placing Documents and the Terms & Conditions. 6.7 The Company undertakes with the Joint Bookrunners to use the net proceeds of the Placing received by it in the manner described in the Placing Documents unless the Placing is oversubscribed in which case the surplus proceeds shall be used as the Company sees fit (acting in good faith). 6.8 The Company acknowledges that none of the Joint Bookrunners nor any of their Affiliates or advisers are responsible to the Company for verifying the accuracy and/or fairness of any information published in the Placing Documents or any documents otherwise published by the Company. 6.9 Notwithstanding that each of the Joint Bookrunners is acting as agent of the Company in connection with the Placing: (a) each of the Joint Bookrunners may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by it or its agents in connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit provided that such arrangements have been previously disclosed to the Company and approved by it; and (b) any Placing Shares for which any of the Joint Bookrunners (or any of their Affiliates or any of their respective agents) subscribes may be retained or dealt with by it (or such person) for its (or such person’s) own use and benefit. 6.10 The Company acknowledges that any information it receives or has received regarding the identity of persons expressing an interest in subscribing for or purchasing Placing Shares in the Placing and the prices at which they may be willing to do so, is based on non-binding indications of interest from such persons, and there can be no assurance or obligation that such persons will subsequently agree to acquire any Placing Shares or to acquire the number of Placing Shares indicated or at the prices indicated. The Company agrees that any such information obtained or received by it will be, save as required by law or regulation or any governmental or regulatory body, held in confidence has been determined and recognises that such information may constitute inside information in relation agreed pursuant to the Company and/or its securities clause 4.4 Marconi shall arrange for the purposes release of the Criminal Justice Act 2003 and the market abuse provisions set out in UK MAR and the Company agrees to conduct itself and, where relevant, direct its officers and employees to conduct themselves, so as to avoid an offence under the Criminal Justice Act 2003 or a breach of the market abuse rules set out in UK MAR by reference to such informationAnnouncement. 6.11 Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK Product Governance Requirements), each of Cenkos and Liberum acknowledges to the Company that it understands the responsibilities conferred upon it under the UK Product Governance Requirements relating to: (a) the target market for the Placing; (b) the eligible distribution channels for dissemination of the Placing Shares, each as set out in the Opening Announcement; and (c) the requirement to carry out a product approval process. Each of the Company, Cenkos and Liberum acknowledge that they have agreed the target market assessment. 6.12 The provisions of Part A of Schedule 6 shall have effect as undertakings and warranties on the part of the Company to the Joint Bookrunners. 6.13 The provisions of Part B of Schedule 6 shall have effect as several undertakings and warranties on the part of Cenkos and Liberum to the Company. 6.14 The provisions of Part C of Schedule 6 shall have effect as undertakings and warranties on the part of Standard Bank to the Company. 6.15 The Company acknowledges that none of the Joint Bookrunners are acting as agent of the Company for the purposes of the Zimbabwe Placing. None of the Joint Bookrunners shall be responsible for the acts, omissions, obligations and/or liabilities of IH Advisory (Private) Limited in connection with the Zimbabwe Placing, nor shall the rights and remedies of the Joint Bookrunners be adversely affected by any act or omission by IH Advisory (Private) Limited or equivalent relationship is created between the Joint Bookrunners and IH Advisory (Private) Limited pursuant to, or as a result of, the entry into of this Agreement.