**EXECUTION VERSION****THIS AGREEMENT**is made on 20 May 2010**Between**:(1) **NATIONAL GRID PLC**, a public company incorporated under the laws of England with registerednumber 04031152, whose registered office is at 1-3 Strand, London WC2N 5EH (the ***Company***); (2) [**•**]; (3) [**•**]; (4) [**•**], [**•**] ([**•**] and, together with [**•**], the ***Joint Sponsors***); and (5) [**•**], ([**•**] and, together with [**•**] and [**•**], the ***Joint Bookrunners*****,**the ***Joint GlobalCo-ordinators***and the ***Underwriters***).**Whereas**:(A) The Company proposes to offer the New Shares by way of rights at the Issue Price on the termsand subject to the conditions set out in the Prospectus and, where applicable, to be set out in theProvisional Allotment Letter.(B) The Directors have authority under section 551 of the Companies Act to allot the New Shares.(C) The Underwriters have agreed on a several basis, on the terms and subject to the conditions setout in this Agreement, to underwrite the Underwritten Shares in their Due Proportions and may (butare not obliged to) seek sub-underwriters on the basis of the Press Announcement and thePreliminary Results Announcement.(D) The Company will apply for admission of the New Shares to the Official List and for admissionof the New Shares to trading on the London Stock Exchange’s main market for listed securities. Eachof the Joint Sponsors has agreed to act as sponsor for the purpose of the Prospectus to be issuedin connection with the Rights Issue and Admission.(E) The consideration received by the Company for the issue and allotment of the New Shares for theIssue Price shall be the transfer of certain Newco Ordinary Shares and Newco Preference Shares bythe Newco Subscriber to the Company in accordance with the Subscription and Transfer Agreement.(F) The Joint Global Co-ordinators have agreed to act as global co-ordinators in relation to theRights Issue on the terms and subject to the conditions set out in this Agreement.(G) The Joint Bookrunners have agreed to act as joint bookrunners in relation to the Rights Issueon the terms and subject to the conditions set out in this Agreement.(H) Each of the Directors has irrevocably undertaken with the Company, subject to the publicationof the Prospectus, to either (i) apply under the Rights Issue for all of the New Shares to which heor she will be entitled as a Qualifying Shareholder; or (ii) sell sufficient of
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his or her Nil Paid Rights during the nil paid dealing period to meet the costs of taking up thebalance of his or her entitlements to New Shares under the Rights Issue.(I) The Rights Issue is to be made (i) outside the United States within the meaning of and pursuantto Regulation S (***Regulation S***) under the US Securities Act of 1933, as amended (the ***Securities Act***)and (ii) within the United States only to a limited number of persons reasonably believed to be“qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (***Rule144A***) or persons that are Directors of the Company who are “accredited investors” within themeaning of Regulation D under the Securities Act (***Regulation D***) and, pursuant to an exemption from,or in a transaction not subject to, the registration requirements of the Securities Act.**Now it is agreed** as follows:**1.****Definitions**1.1 In this Agreement:***Acceptance Date***means 11 June 2010 or such later date as the Company and the Joint Bookrunners mayagree in writing, being no later than 16 June 2010;***Accounts***means the audited consolidated accounts of the Group for the three years ended 31 March2008, 2009 and 2010 (including, without limitation, the related directors’ and auditors’ reports,the consolidated income statement, the balance sheets, the consolidated cashflow statement, theconsolidated statement of total recognised gains and losses, the reconciliation of movements inshareholders’ funds and all related notes) incorporated by reference into the Prospectus;***Accounts Date***means 31 March 2010;***Accredited Investors***has the meaning given in Regulation D;***AI Letter***means the letter in the agreed form, to be delivered by certain Qualifying Shareholdersin the United States who are both Accredited Investors and Directors of the Company in connectionwith their participation in the Rights Issue;***Admission***means the admission of the New Shares to the Official List becoming effective inaccordance with the Listing Rules and the admission of such shares (nil paid) to trading on theLondon Stock Exchange’s main market for listed securities becoming effective in accordance with theAdmission and Disclosure Standards;***Admission and Disclosure Standards***means the current Admission and Disclosure Standards publishedby the London Stock Exchange;***Adverse Interest***means any option, pledge, lien, claim, mortgage, charge, equity, trust, any otherright or interest of any third party and any other encumbrance of any kind and including, for theavoidance of doubt, any pre-emptive or similar right;***affiliate***has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the SecuritiesAct, as applicable;
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***Annual Report***means the annual report and accounts of the Company for the year ended 31 March 2010to be published on the Publication Date;***Annual Results***means the annual results of the Company, whether in preliminary or audited form, forthe year ended 31 March 2010;***associate***has the meaning ascribed in section 345 of the Companies Act 2006;***Auditors***means PricewaterhouseCoopers LLP;***Banks***means [**•**], [**•**], [**•**] and [**•**] and ***Bank***shall mean any one of them;***Banks’ Counsel***means [**•**];***Banks’ Engagement Letters***means the [**•**] Engagement Letter and the [**•**] Engagement Letter;***Board***means the board of directors of the Company or a duly constituted and authorised committeethereof;***Business Day***means any day which is not a Saturday, a Sunday or a bank or public holiday in Englandand Wales;***Capita***means Capita Registrars Limited;***City Code***means the UK City Code on Takeovers and Mergers;***Claims***means any and all claims, actions, liabilities, demands, proceedings, regulatory orgovernmental investigations, judgments or awards whatsoever (and in each case whether or notsuccessful, compromised or settled and whether joint or several) threatened, asserted, establishedor instituted against or otherwise involving any Indemnified Person and ***Claim***shall be construedaccordingly;***Companies Act***means the Companies Act 2006 to the extent in force from time to time;***Company’s Counsel***means Linklaters LLP;***Conditions***means the conditions set out in Clause 2.1;***CREST***means the relevant system (as defined in the Regulations) in respect of which Euroclear isthe Operator (as defined in the Regulations);[**•**] ***Indemnified Persons***means:(a) [**•**] and any subsidiary, branch or affiliate of [**•**]; (b) a person who is, on or at any time after the date of this Agreement, a director, officer,partner, employee or agent of an undertaking specified in paragraph (a) above; and (c) [**•**], its selling agents and each person, if any, who controls [**•**]within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act and [**•**]’s
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  respective affiliates, subsidiaries, branches, associates and holding companies and thesubsidiaries of such subsidiaries, branches, affiliates, associates and holding companiesand each of such person’s respective directors, officers, employees and agents,and [**•**] ***Indemnified Person***shall be construed accordingly;***Dealing Day***means a day on which dealings in domestic equity market securities may take place onthe London Stock Exchange;***Directors***means the persons named in the Prospectus as directors of the Company;***Disclosure Rules***and ***Transparency Rules***means the Disclosure Rules and Transparency Rules of theFSA made under section 73A of FSMA;***Draft Annual Report***means the draft annual report and accounts of the Company for the year ended 31March 2010, in the agreed form;***Draft Prospectus***means the draft prospectus in the agreed form;***Due Proportions***has the meaning set out in Clause 9.1;***Environmental Laws***has the meaning given to it in paragraph 26.1 of Schedule 3;***Euroclear***means Euroclear UK & Ireland Limited;***Exchange Act***means the U.S. Securities Exchange Act of 1934, as amended;***Excluded Shareholders***means, subject to certain exceptions, Ordinary Shareholders with registeredaddresses in the Excluded Territorieson the Record Date;***Excluded Territories***means the United States, China, Hong Kong, India, Japan, South Africa andSwitzerland;***Facilities***has the meaning given to it in paragraph 11.3 of Schedule 3;***FCPA***has the meaning given to it in paragraph 29.1 of Schedule 3;***FSA***means the Financial Services Authority acting in its capacity as the competent authority forthe purposes of Part VI of the FSMA and in the exercise of its functions in respect of theadmission of securities to the Official List of the Financial Services Authority otherwise than inaccordance with Part VI of the FSMA, including, where the context so permits, any committee,employee, officer or servant to whom any function of the Financial Services Authority may for thetime being be delegated;***FSA Rules***means the FSA Handbook of Rules and Guidance as amended from time to time;***FSMA***means the Financial Services and Markets Act 2000, as amended;***Fully Paid Rights***means fully paid rights to subscribe for New Shares;
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***Group***means the Company and its subsidiaries and its subsidiary undertakings and ***Group Company***means any one of them;***Hazardous Materials***has the meaning given to it in paragraph 26.1 of Schedule 3;***HMRC***means Her Majesty’s Revenue & Customs;***IFRS***means International Financial Reporting Standards as adopted by the European Union;***Indemnified Person***means any and each [**•**] Indemnified Person, [**•**] Indemnified Person and [**•**]Indemnified Person;***Intellectual Property Rights***means patents, trade marks, service marks, logos, get-up, trade names,rights in designs, copyright (including rights in computer software), internet domain names, moralrights, utility models, rights in know how, rights in databases and other intellectual propertyrights, in each case whether registered or unregistered and including applications for the grant ofany such rights and all rights or forms of protection having equivalent or similar effect anywherein the world;***Investor Letter***means the QIB Letter or the AI Letter;***Issue Price***means 335 pence per New Share;***IT Systems***means the information technology used by members of the Group or required for use intheir business, including hardware, proprietary and third party software, networks, peripherals andassociated documentation;***Joint Bookrunners***means [**•**], [**•**] and [**•**] and ***Joint Bookrunner***shall mean any one of them;***Joint Global Co-ordinators***means [**•**], [**•**] and [**•**]and ***Joint Global Co-ordinator***shall mean any oneof them;***Joint Sponsors***means [**•**]and [**•**] and ***Joint Sponsor***shall mean either of them;***Limitation***has the meaning given in Clause 13.9;***Listing Rules***means the Listing Rules of the FSA made under section 73A of the FSMA;***London Stock Exchange***means London Stock Exchange plc;***Losses***means any and all loss, damage, cost, liability, demand, charge or expense (including legalfees) and taxation, in each case whether joint or several, which any Indemnified Person may sufferor incur (including, but not limited to all Losses suffered or incurred in investigating, preparingfor or disputing or defending or settling any Claim and/or in establishing its right to beindemnified or to receive a contribution pursuant to Clause 13 or in seeking advice regarding anyClaim or in any way related to in connection with the indemnity contained in Clause 13 or theprovisions of Clause 14) and ***Loss***shall be construed accordingly;
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***Material Adverse Change***means a change in, or any development involving a prospective change in oraffecting, the condition (financial, operational, legal or otherwise), or in the earnings,liquidity, management, funding position, business affairs or operations, solvency or prospects ofthe Group, whether or not arising in the ordinary course of business, which is, or is reasonablylikely to be, material in the context of the Group, the Rights Issue or Admission;[**•**] ***Engagement Letter***means the engagement letter between [**•**] and the Company dated 20 May 2010;[**•**] ***Indemnified Persons***means:(a) [**•**] and any subsidiary, branch or affiliate of [**•**]; (b) a person who is, on or at any time after the date of this Agreement, a director, officer,partner, employee or agent of an undertaking specified in paragraph (a) above; and (c) [**•**], its selling agents and each person, if any, who controls [**•**] within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act and [**•**]’s respectiveaffiliates, subsidiaries, branches, associates and holding companies and the subsidiaries ofsuch subsidiaries, branches, affiliates, associates and holding companies and each of suchperson’s respective directors, officers, employees and agents,and [**•**] ***Indemnified Person***shall be construed accordingly;***Money Laundering Laws***has the meaning given to it in paragraph 28 of Schedule 3;[**•**] ***Engagement Letter***means the engagement letter between [**•**] and the Company dated 20 May 2010;[**•**] ***Indemnified Persons***means:(a) [**•**] [**•**] and any subsidiary, branch or affiliate of [**•**] or [**•**]; (b) a person who is, on or at any time after the date of this Agreement, a director, officer,partner, employee or agent of an undertaking specified in paragraph (a) above; and (c) [**•**], [**•**], their selling agents and each person, if any, who controls [**•**] or [**•**] within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and [**•**]’s and[**•**]’s respective affiliates, subsidiaries, branches, associates and holding companies and thesubsidiaries of such subsidiaries, branches, affiliates, associates and holding companies andeach of such person’s respective directors, officers, employees and agents,and [**•**] ***Indemnified Person***shall be construed accordingly;***Newco***means National Grid Jersey Investments Three Limited, a company incorporated in Jersey inconnection with the Rights Issue;
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***Newco A Preference Shares***means 250,000,000 redeemable ‘A’ preference shares of £0.0001 each in thecapital of Newco;***Newco B Preference Shares***means 250,000,000 redeemable ‘B’ preference shares of £0.0001 each in thecapital of Newco;***Newco Counsel***means Ogier, solicitors and advocates of Whiteley Chambers, Don Street, St Helier,Jersey JE4 9WG;***Newco Ordinary Shares***means ordinary shares of £1.00 each in the capital of Newco;***Newco Preference Shares***means Newco ‘A’ Preference Shares and Newco ‘B’ Preference Shares;***Newco Subscriber***means [**•**] in its capacity as subscriber for the Newco Ordinary Shares and theNewco Preference Shares under the terms and subject to the conditions of the Subscription andTransfer Agreement;***New Shares***means 990,439,017 new Ordinary Shares which are to be allotted pursuant to the RightsIssue;***Nil Paid Rights***means the New Shares in nil paid form provisionally allotted to QualifyingShareholders in connection with the Rights Issue;***OECD Convention***has the meaning given to it in paragraph 29.1 of Schedule 3;***OFAC***has the meaning given to it in paragraph 29.9 of Schedule 3;***Official List***means the Official List of the FSA;***Option Agreement***means the initial subscription and put and call option deed relating to NewcoOrdinary Shares to be entered into on the date hereof between the Company, Newco and the NewcoSubscriber providing, *inter alia*, for the subscription of certain Newco Ordinary Shares by theNewco Subscriber and the Company;***Ordinary Shareholders***means holders of Ordinary Shares;***Ordinary Shares***means ordinary shares of 1117/43 pence each in the capital ofthe Company;***Participating Security***has the meaning given to it in the Regulations;***Preliminary Results Announcement***means the preliminary statement of annual results for the yearended and as at 31 March 2010, in the agreed form and to be dated the date of this Agreement;***Presentation Materials***means the written materials in the agreed form used and to be used by theCompany in presentations to institutional investors in connection with the Rights Issue and/or theAnnual Results;***Press Announcement***means the press announcement in the agreed form to be dated the date of thisAgreement giving details of, *inter alia*, the Rights Issue;
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***Previous Announcements***means all documents issued and announcements (other than the PressAnnouncement and the Rule 135c Press Announcement) made by or on behalf of the Company or anymember of the Group to the public or the press since the Accounts Date and before the date of thisAgreement;***Principal Group Company***means each of National Grid Gas plc, National Grid Electricity Transmissionplc, New England Power Company, Massachusetts Electric Company, The Narragansett Electric Company,Niagara Mohawk Power Corporation, National Grid Metering Limited, Utility Metering ServicesLimited, National Grid Grain LNG Limited LNG, Boston Gas Company (incorporated in the US), NationalGrid Electric Services LLC, National Grid Generation LLC, New England Electric TransmissionCorporation, Nantucket Electric Company, KeySpan Gas East Corporation, The Brooklyn Union GasCompany, NGG Finance plc, British Transco Finance Inc., British Transco International Finance BV,National Grid Property Limited, National Grid Holdings One plc, Lattice Group plc, National GridUSA, Niagara Mohawk Holdings, Inc., National Grid Commercial Holdings Limited, National Grid GasHoldings Limited, National Grid (US) Holdings Limited, National Grid Holdings Limited and KeySpanCorporation;***Prospectus***means the prospectus (comprising a prospectus for the purposes of the FSMA, the ListingRules and the Prospectus Rules) in the agreed form to be published by the Company in connectionwith the Rights Issue, together with the documents incorporated by reference therein;***Prospectus Directive***means the EU Prospectus Directive (2003/71/EC);***Prospectus Rules***means the Prospectus Rules of the FSA made under s73A of the FSMA;***Provisional Allotment Letter***means the form of renounceable provisional allotment letter, in theagreed form, to be issued or made available by the Company, subject to Clause 4.6, to QualifyingNon-CREST Holders in connection with the Rights Issue;***Publication Date***means the date on which the Company is to publish the Prospectus being 25 May 2010or such later date as the Company and the Joint Bookrunners may agree in writing;***QIBs***or ***qualified institutional buyers***, has the meaning given in Rule 144A under the SecuritiesAct;***QIB Letter***means the letter, in the agreed form, to be delivered by Qualifying Shareholders in theUnited States who are QIBs in connection with their participation in the Rights Issue;***QIB Rump Letter***means the letter, in the agreed form, to be delivered by subscribers for the NewShares that were not originally taken up in the Rights Issue, who are located in the United States;***Qualifying CREST Holders***means Qualifying Shareholders who hold Ordinary Shares in uncertificatedform;***Qualifying Non-CREST Holders***means Qualifying Shareholders who hold Ordinary Shares in certificatedform;
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***Qualifying Shareholders***means Ordinary Shareholders on the register of members of the Company as atthe Record Date (excluding, for the avoidance of doubt, the Company as the direct or indirectholder of treasury shares);***Qualifying US Shareholders***means Qualifying Shareholders in the United States who are either QIBsor certain Directors of the Company who are Accredited Investors;***Receiving Agent***or ***Registrar***means Capita;***Receiving Agent Agreement***means the receiving agent agreement in the agreed form to be entered intoon the date hereof between the Company, Newco, the Newco Subscriber and the Receiving Agent inrelation to the Rights Issue;***Record Date***means the close of business on 19 May 2010;***Regulations***means the Uncertificated Securities Regulations 2001 (SI 2001/3755);***Regulation D***has the meaning given to it in Recital (I);***Regulation S***has the meaning given to it in Recital (I);***Regulatory Information Service***means any of the services set out in Schedule 12 to the ListingRules;***Relevant Documents***means the Prospectus, any Supplementary Prospectus, the Summaries of theProspectus, the Provisional Allotment Letters, any explanatory documents which may accompany theProspectus and/or Provisional Allotment Letters, the Shareholder Guide, the QIB Letter, the AILetter, the QIB Rump Letter, the Presentation Materials, the Preliminary Results Announcement, thePress Announcement, the 135c Press Announcement and any other documents, announcements or othercommunications issued in connection with the Rights Issue or the offering of the New Shares;***Rights Issue***means the offer of New Shares on the basis set out in Recital (A);***Rule 135c***means Rule 135c under the Securities Act;***Rule 135c Press Announcement***means the Rule 135c compliant press announcement in the agreed form tobe dated the date of this Agreement giving details of the Rights Issue, to be made available in theUnited States;***Rule 144A***has the meaning given to it in Recital (I);***Sanctions***has the meaning given to it in paragraph 29.9 of Schedule 3;***Securities Act***means the U.S. Securities Act of 1933, as amended;***Selling Restrictions***means the selling restrictions set out in Schedule 5;***Settlement Bank***means [**•**];
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***Settlement Date***means the date for settlement of the Joint Bookrunners’ payment obligations to theCompany pursuant to Clauses 8.6 and of the Underwriters’ payment obligations to the Companypursuant to Clause 9.2;***Shareholder Guide***means the guide for Qualifying Non-CREST Shareholders, explaining in plainEnglish the terms and conditions of the Rights Issue and the options available to QualifyingNon-CREST Shareholders in respect of the Provisional Allotment Letter, in the agreed form;***Specified Warranties***means paragraphs 1.3, 2.2, 2.3, 2.5, 2.6, 2.9, 7.1(a) and (e), 9.1, 9.2, 10,11.2, 11.3 (last sentence only), 11.6, 12.2, 14.1, 14.2, 15.4, 15.5(b) and (c), 15.6 (solely inrelation to any Group Company other than the Company), 18(iii), 20, 23, 25.1, 25.2, 25.3 and 26.2of Schedule 3;***Subscription and Transfer Agreement***means the subscription and transfer deed in the agreed form tobe entered into on the date hereof between the Company, Newco and the Newco Subscriber providing,*inter alia*, for the acquisition by the Company from the Newco Subscriber of the Newco PreferenceShares and certain Newco Ordinary Shares;***Summaries of the Prospectus***means the translations of the section of the Prospectus entitled“Summary” prepared in connection with the passporting of the Prospectus into Cyprus, France,Germany, Greece and Spain, including any supplements thereto;***Supplementary Prospectus***means any supplementary prospectus published by the Company pursuant tosection 87G of the FSMA;***taken up***has the meaning given in Schedule 1;***tax***or ***taxes****or****taxation***means all taxes, levies, imposts, duties, charges or withholdings of anynature whatsoever imposed by a tax authority of any jurisdiction, together with all penalties,charges and interest relating to any of the foregoing and regardless of whether the personconcerned is primarily or directly liable or not and regardless of whether or not such taxes,levies, imposts, duties, charges, withholdings, penalties and interest are attributable directly orprimarily to the person concerned, including (without limitation) corporation tax, advancecorporation tax, income tax, capital gains tax, VAT, duties of customs and excise, nationalinsurance contributions, capital duty, stamp duty, stamp duty reserve tax, stamp duty land tax andany other transfer tax or duty, all taxes, duties or charges replaced by or replacing any of them,and all other taxes on gross or net income, profits or gains, distributions, receipts,importations, sales, use, occupation, franchise, value added, and personal property;***Time of Procurement***means a time falling within the period commencing at 7.00 a.m. on the firstDealing Day following the Acceptance Date and ending on the third Dealing Day following theAcceptance Date, as is notified to the Company by the Joint Bookrunners as the time of procurementwith respect to their endeavours to procure subscribers for such number of New Shares equivalent tothe number of Underwritten Shares which are not taken up by Qualifying Shareholders, in accordancewith Clause 8.4;
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***Transaction Bank Account***means the cash account in the name of the Receiving Agent to beestablished in accordance with the Receiving Agent Agreement;***Transfer Taxes***means stamp duty, stamp duty reserve tax, capital duty or any similar issuance ortransfer tax or duty and any related costs, fines, penalties or interest (if any) whether of theUnited Kingdom, Jersey or elsewhere;***Transaction Documents***means this Agreement, the Subscription and Transfer Agreement, the OptionAgreement and the Receiving Agent Agreement;***UK Listing Authority***means the Financial Services Authority acting in its capacity as the competentauthority for the purposes of Part VI of the FSMA and in the exercise of its functions in respectof the admission of securities to the Official List otherwise than in accordance with Part VI ofthe FSMA;***Underwriters***means [**•**], [**•**] and [**•**], and ***Underwriter***means any of them;***Underwritten Shares***means 990,439,017 New Shares;***United Kingdom***or ***UK***means Great Britain and Northern Ireland;***United States***or ***U.S.***means the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia;***Untraceable Shareholders***means those Qualifying Non-CREST Shareholders in relation to whom noticesor other communications have been returned undelivered on two consecutive occasions when suchnotices have been sent by post to such a Qualifying Non-CREST Shareholder at their registeredaddress (or, in the case of shareholders whose registered address is not in the United Kingdom, anyaddress given to the Company for sending notices);***VAT***means value added tax chargeable under or pursuant to the Value Added Tax Act 1994 or the ECCouncil Directive 2006/112/EC on the common system of value added tax and any other sales, purchaseor turnover tax of a similar nature, whether imposed in the United Kingdom or elsewhere;***Verification Materials***means the materials in the agreed form confirming the accuracy of certaininformation contained in the Prospectus, the Press Announcement, the Presentation Materials and anySupplementary Prospectus and including copies of the documents referred to therein and a scheduleof forward-looking statements and statements of directors’ belief and expectation contained in theProspectus, the Press Announcement, the Presentation Materials and any Supplementary Prospectus;***Warranties***means the representations, warranties and undertakings set out in Clause 11 andSchedule 3 and ***Warranty***shall be construed accordingly;***Working Capital Memorandum***means the cash flow and working capital memorandum prepared by theCompany, in the agreed form, relating to the Group, dated the Publication Date; and
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***Working Capital Report***means the cash flow and working capital report prepared by the Auditors inthe agreed form relating to the Group for the period to 30 November 2011 and dated the PublicationDate.1.2 In this Agreement unless the context otherwise requires: (a) a reference to ***certificated***or ***certificated form***in relation to a share or other security isa reference to a share or other security title to which is recorded on the relevant registerof the share or other security as being held in certificated form; (b) a reference to ***uncertificated***or ***uncertificated form***in relation to a share or other securityis a reference to a share or other security title to which is recorded on the relevantregister of the share or other security as being held in uncertificated form, and title towhich, by virtue of the Regulations, may be transferred by means of CREST; (c) words and expressions defined in the Companies Act shall bear the same meaning, including,for the avoidance of doubt, ***holding company***, ***subsidiary undertaking***and ***subsidiary***; (d) headings are for convenience only and shall not affect the construction of this Agreement; (e) any reference to an enactment is a reference to it as from time to time amended, consolidatedor re enacted (with or without modification) (but, in the case of any amendment, consolidationor re-enactment effected after the date of Admission, only insofar as it applies in relationto a period before Admission and provided that no such amendment, consolidation orre-enactment shall increase or extend the liability of any party to this Agreement) andincludes all instruments or orders made under the enactment; (f) references in this Agreement to any document expressed to be in the ***agreed form***means adocument in the form initialled, for the purpose of identification only, by Company’s Counseland Banks’ Counsel, or as otherwise expressly confirmed as being in the agreed form bycommunications between the Banks’ Counsel and the Company’s Counsel, subject to any changeswhich the Company and the Joint Bookrunners may agree in writing; (g) any reference to recitals, clauses and schedules are to recitals, clauses and schedules tothis Agreement, and references to paragraphs are to paragraphs in the schedule in which suchreferences appear, and the schedules to this Agreement form part of the Agreement; (h) each reference in this Agreement to the Joint Sponsors (or either of them), the Joint GlobalCo-ordinators (or any of them), the Joint Bookrunners (or any of them) or the Underwriters (orany of them), by any description or in any capacity, includes a reference to it in each othercapacity in which it may act pursuant to this Agreement or otherwise expressly confirmed withthe agreement of the Company in connection with the Rights Issue;
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(i) any reference to the Joint Sponsors, the Joint Global Co-ordinators, the Joint Bookrunnersand/or the Underwriters approving or agreeing the form of a Relevant Document, shall be areference to such approval or agreement being given solely for the purposes of this Agreement;and (j) unless otherwise stated, references to time are references to London time.**2.****Conditions**2.1 The Banks’ respective obligations under this Agreement (save for the obligations of the JointSponsors under Clause 3.6) are conditional on:(a) the Company having complied with all of its obligations and undertakings under this Agreementand under the terms and conditions of the Rights Issue which fall to be performed or satisfiedprior to Admission and which, in any such case, all of the Joint Bookrunners consider (actingin good faith) to be, singly or in the aggregate, material in the context of the Group, theRights Issue or Admission; (b) publication of both the Press Announcement and the Preliminary Results Announcement through aRegulatory Information Service by no later than 7.00 a.m. on the date of this Agreement; (c) approval of the Prospectus as a prospectus by the UK Listing Authority and the Prospectusbeing filed with the FSA in accordance with the Prospectus Rules and the FSMA by no later than2.00 p.m. on the Publication Date and made available to the public by no later than 5.00 p.m.on the Publication Date; (d) the posting of the Provisional Allotment Letters to Qualifying Non-CREST Shareholders (otherthan Untraceable Shareholders) and the sending of a CREST instruction to credit the CRESTaccounts of Qualifying CREST Shareholders as contemplated in the Prospectus and in accordancewith Clause 4.6; (e) the Warranties on the part of the Company contained in this Agreement being true and accuratein all respects and not misleading in any respect on and as of the date of this Agreement andat all times before Admission as if they had been repeated by reference to the facts andcircumstances then existing; (f) (i) no event referred to in section 87G(1) of the FSMA arising between the time ofpublication of the Prospectus and Admission, and (ii) no Supplementary Prospectus beingpublished by or on behalf of the Company before Admission, in each case which all of the JointBookrunners consider (acting in good faith) to be, singly or in the aggregate, material in thecontext of the Group, the Rights Issue or Admission; (g) Admission occurring not later than 8.00 a.m. on 26 May 2010 or such later time and/or date(not later than 1 June 2010) as the Company may agree with the Joint Bookrunners; (h) each condition to enable the Nil Paid Rights and the Fully Paid Rights to be admitted as aParticipating Security in CREST (other than Admission) being satisfied on or before thePublication Date;
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(i) delivery of all the documents referred to in Parts A, B, C, and D (if relevant and if priorto Admission) of Schedule 2 by the Company to the Banks’ Counsel (on behalf of each of theBanks) by the dates and times envisaged therein; (j) in the opinion of all of the Joint Bookrunners (acting in good faith), there having been noMaterial Adverse Change at any time prior to Admission; (k) in the opinion of all of the Joint Bookrunners (acting in good faith), there being noinformation in the Prospectus (and/or in any other publication or announcement issued or to beissued by the Company on or after the date of this Agreement but prior to or at the same timeas publication of the Prospectus) that is material in the context of the Group, the RightsIssue or Admission that is not contained in the Draft Prospectus and there being no othermaterial (in the foregoing context) differences between the Prospectus and the DraftProspectus; and (l) delivery of the Annual Report to the FSA’s document viewing facility prior to the Prospectushaving been approved by the UK Listing Authority and following such delivery, notification toa Regulatory Information Service of such delivery by no later than close of business on thePublication Date.2.2 The Joint Bookrunners may, in their absolute discretion and subject to such conditions as theyconsider appropriate, acting jointly:(a) extend the time or date for satisfaction of any condition set out in Clause 2.1, in whichcase a reference in this Agreement to the satisfaction of such condition shall be to itssatisfaction by the time or date as so extended; or (b) waive the satisfaction of any such condition, other than those conditions in Clauses 2.1(c)and 2.1(g) in whole or in part,by giving written notice to the Company. For the avoidance of doubt, the rights of the JointBookrunners under this Clause 2.2: (i) may be exercised by the Joint Bookrunners, acting jointly, andexcept where provided otherwise herein, for whatever reason or on whatever basisthat they consider to be practicable, appropriate or advisable to them; and  (ii) are conferred on the Joint Bookrunners, and may be exercised bythe Joint Bookrunners, acting jointly, in their respective capacities as such,and not in any representative or fiduciary capacity.2.3 If any condition set out in Clause 2.1 is not satisfied (or waived by the Joint Bookrunners,acting jointly, in their absolute discretion, in accordance with Clause 2.2), or becomes incapableof being satisfied, by the required time and date therefor then (following consultation with theCompany to the extent practicable):(a) each of the Joint Sponsors, for itself in its capacity as sponsor only, shall be entitled toterminate this Agreement insofar as it relates to the obligations of such Joint Sponsor in itscapacity as sponsor and, in the event of such termination, the obligations of such JointSponsor in its capacity as sponsor under this Agreement
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  shall cease and determine, without prejudice to any liability for any prior breach of thisAgreement (including, without limitation, breach of any of the representations, warrantiesand undertakings contained herein); and(b) in the event of such termination, a terminating Joint Sponsor, for itself in its capacity assponsor only, shall be entitled to require (and shall require) the other parties to remove orprocure the removal of its name and all references to it from any application made to the UKListing Authority and/or the London Stock Exchange, in connection with Admission, and if bothof the Joint Sponsors (each in their capacity as sponsor) exercise their right to terminate,such application shall be withdrawn.2.4 If any condition set out in Clause 2.1 is not satisfied (or waived by the Joint Bookrunners,acting jointly, in their absolute discretion, in accordance with Clause 2.2), or becomes incapableof being satisfied, by the required time and date therefor then (following consultation with theCompany to the extent practicable):(a) each of the Joint Bookrunners shall be entitled to terminate this Agreement in its entiretyand, in the event of such termination, the obligations of all of the parties (save for theobligations and agreements of the Company (where applicable) under Clauses 10.5, 11 (otherthan 11.10), 12, 13, 14, 16 and 19 to 28 inclusive and each other provision necessary for aparty to enforce those Clauses) under this Agreement shall cease and determine, withoutprejudice to any liability for any prior breach of this Agreement (including, withoutlimitation, breach of any of the Warranties contained herein); (b) the Company shall announce, in terms agreed with the Joint Bookrunners and as soon aspracticable following such agreement, that the Rights Issue has not become unconditional andwill not take place, and that this Agreement has terminated; and (c) subject to Clause 2.4(b), the Company shall not (and the Company shall use all reasonableendeavours to procure that no member of the Group will) for a period of 90 days following suchtime and date circulate, distribute, publish, issue or make (nor authorise any other person tocirculate, distribute, publish, issue or make) any press or other public announcement or anyadvertisement, statement or communication which names or references the circumstances oftermination or the Banks in any manner whatsoever, without having received the prior writtenconsent of the Joint Bookrunners to the release of the press or other public announcement,advertisement, statement or communication (such consent not to be unreasonably withheld ordelayed and it being acknowledged by the Banks that this Clause 2.4(c) will not prevent theCompany from issuing or making any announcement in order to comply with law or regulation,provided that the Company shall have consulted with the Joint Bookrunners in relation thereto,to the extent reasonably practicable, and taken into account their reasonable requirements),provided that, for the avoidance of doubt, the obligations of the Banks under this Agreement shallnot remain subject to any of the conditions set out in this Clause 2 nor be capable of terminationat any time after Admission.
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2.5 The Company shall use all reasonable endeavours to procure that each of the conditions referredto in Clause 2.1 is satisfied within the relevant time.**3.****Application for listing, admission to trading and to CREST**3.1 The Company undertakes to apply to:(a) the UK Listing Authority for admission of the New Shares to the Official List; (b) the London Stock Exchange for admission to trading of the New Shares (nil paid and fullypaid) on the London Stock Exchange’s main market for listed securities; and (c) Euroclear for admission of each of the Nil Paid Rights and Fully Paid Rights as aParticipating Security in CREST.The Company shall use all reasonable endeavours to obtain permission: (a) for the admission of theNew Shares to the Official List; (b) for admission to trading of the New Shares on the London StockExchange’s main market for listed securities (subject only to the allotment of the New Shares); and(c) for admission of each of the Nil Paid Rights and Fully Paid Rights as a Participating Securityin CREST (subject only to Admission) as soon as practicable and, in any event, prior to thePublication Date.3.2 The Company undertakes to apply for formal approval of the Prospectus for the purposes of, andin accordance with, the Listing Rules and the Prospectus Rules and shall use all reasonableendeavours to obtain such approval as soon as practicable and in any event before despatching theProspectus.3.3 The Company shall supply all information, give all undertakings, execute all documents, pay allfees and do or procure to be done all things in each case as may be necessary or required: (a) bythe UK Listing Authority and/or the London Stock Exchange for the purposes of obtaining formalapproval of the Prospectus and obtaining Admission; or (b) to comply with the Listing Rules, theProspectus Rules the Admission and Disclosure Standards, the FSMA and the Companies Act; or (c) byEuroclear for the purposes of obtaining permission for the admission of the Nil Paid Rights and theFully Paid Rights as a Participating Security in CREST.3.4 The Company shall notify the Joint Bookrunners immediately of any matter referred to in section87G(1) of the FSMA which arises between the time that the Prospectus is formally approved by the UKListing Authority and 11.00 a.m. on the Acceptance Date. The Company shall deal with every suchmatter in accordance with section 87G of the FSMA, the Listing Rules and the Prospectus Rules andthe Company shall not publish or cause to be published any Supplementary Prospectus: (i) withouthaving previously consulted with the Joint Bookrunners and taken into account their reasonablerequirements; and (ii) which names or references the Banks in any manner whatsoever without theprior written consent of the Joint Bookrunners.3.5 The Company shall procure (to the extent that it lies in its power to do so) to be communicatedor delivered to the Joint Bookrunners all such information and documents (signed by the appropriateperson where so required) as the Joint Bookrunners may reasonably require to enable them todischarge their obligations hereunder and pursuant to or
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in connection with obtaining Admission, the Rights Issue or as may be required to comply with therequirements of the FSMA, the FSA or the London Stock Exchange.3.6 Each Joint Sponsor shall use its reasonable endeavours to provide to the Company suchassistance as the Company shall reasonably request in connection with the procedural steps requiredfor the performance of the obligations of the Company set out in Clauses 2.1(c) and 2.1(g).3.7 If, as a result of its obligations pursuant to this Agreement, any Underwriter *prima facie*becomes subject to an obligation to make a mandatory offer for the Company under the City Code, theCompany agrees to support an application to the Panel for a waiver thereof (whether pursuant tonote 7 to Rule 9.1 of the City Code or otherwise).**4.****Approval, release and delivery of documents**4.1 The Company confirms to the Banks that a meeting or meetings of the Board or a duly authorisedcommittee of the Board has been held which has:(a) authorised the Company to enter into and perform its obligations under this Agreement, theOption Agreement, the Subscription and Transfer Agreement and the Receiving Agent Agreement; (b) approved the form and release of the Press Announcement and the Preliminary ResultsAnnouncement; (c) approved the form of the Prospectus, the Provisional Allotment Letters, the Annual Report,the Presentation Materials, and taken responsibility for and authorised and approved the formand publication of the Prospectus, the Provisional Allotment Letters, the Annual Report, theForm 20-F and each of the other Relevant Documents, as appropriate; (d) approved the making of the Rights Issue; (e) approved the making of the applications for Admission; (f) approved the making of an application to Euroclear for admission of each of the Nil PaidRights and the Fully Paid Rights as a Participating Security in CREST; and (g) authorised all necessary steps to be taken by the Company in connection with each of theabove matters.4.2 Before the Press Announcement is released, the Company shall deliver, or procure the deliveryof, the documents referred to in Part A of Schedule 2 to the Banks’ Counsel (on behalf of each ofthe Banks).4.3 The Company shall procure delivery of the Press Announcement and the Preliminary ResultsAnnouncement to a Regulatory Information Service for release not later than 7.00 a.m. on the dateof this Agreement (or such later time and/or date as the Company and the Joint Bookrunners mayagree) and authorises the Joint Bookrunners to deliver the Press Announcement and/or thePreliminary Results Announcement to any potential
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sub-underwriters of the New Shares. The Company shall procure delivery of the Annual Report to theFSA’s document viewing facility upon the Prospectus having been approved by the UK ListingAuthority and following such delivery shall, no later than close of business on the PublicationDate, notify a Regulatory Information Service of such delivery.4.4 Before publishing and despatching the Prospectus, the Company shall deliver, or procure thedelivery of, the documents referred to in Part B of Schedule 2 to the Banks’ Counsel (on behalf ofeach of the Banks).4.5 Subject only to the UK Listing Authority having formally approved the Prospectus for thepurpose of the Listing Rules and the Prospectus Rules, the Company shall:(a) make the Prospectus available in accordance with paragraph 3.2 of the Prospectus Rules andmake available to the Banks such number of copies of the Prospectus as they may reasonablyrequire; and (b) despatch the Prospectus to such Ordinary Shareholders who have requested hard copies of theProspectus other than, save as may be agreed with the Joint Bookrunners, the ExcludedShareholders or their agents or intermediaries (except where the Company and the JointBookrunners are satisfied that such action would not result in the contravention of anyregistration or other legal requirement in any jurisdiction); (c) publish the Prospectus; and (d) procure the passporting of the Prospectus to Cyprus, France, Germany, Greece, the Republic ofIreland, Malta, the Netherlands and Spain.in each case, on the Publication Date.4.6 The Company shall procure that:(a) the Provisional Allotment Letters are despatched to Qualifying Non-CREST Holders other than:(i) the Untraceable Shareholders; and (ii) Excluded Shareholders or their agents orintermediaries, except where the Company and the Joint Bookrunners are satisfied that suchaction would not result in the contravention of any registration or other legal requirement inany jurisdiction, by the last post on the Publication Date (or such later date as may beagreed with the Joint Bookrunners in writing); (b) the Registrar instructs Euroclear to credit the stock accounts in CREST of Qualifying CRESTHolders other than Qualifying CREST Holders with a registered address in one of the ExcludedTerritories or their agents or intermediaries, except where the Company and the JointBookrunners are satisfied that such action would not result in the contravention of anyregistration or other legal requirement in any jurisdiction, with their entitlements to NilPaid Rights so that they are credited at 8.00 a.m. on the first Dealing Day after thePublication Date (or such later date as may be agreed with the Joint Bookrunners in writing); (c) no copies of the Prospectus or the Provisional Allotment Letters shall be posted to ExcludedShareholders nor shall the stock accounts in CREST of Qualifying CREST
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  Holders with a registered address in one of the Excluded Territories be credited with NilPaid Rights unless they have either: (i) supplied the Company with an address in the UnitedKingdom for the giving of notices to them; or (ii) otherwise established to thesatisfaction of the Company and the Joint Bookrunners that: (a) in the case of OrdinaryShareholders in the United States, they are Qualifying US Shareholders; or (b) in the caseof other Excluded Shareholders, they make take up their entitlements to the New Shares inaccordance with an applicable exemption from local securities laws; (d) the Prospectus and the Provisional Allotment Letter shall specify to the reasonablesatisfaction of the Joint Bookrunners such procedures to ensure that the Nil Paid Rights andthe Fully Paid Rights are not taken up by or for the account or benefit of any person residentin the United States; provided, however, that such procedures may permit such persons who areQualifying US Shareholders to take up their rights upon delivery of an Investor Letter to theCompany and the Joint Bookrunners; and (e) the Provisional Allotment Letters shall specify to the reasonable satisfaction of the JointBookrunners procedures to ensure that the Nil Paid Rights and Fully Paid Rights are not takenup by or for the account or benefit of any person resident in the United States; providedhowever that such procedures may permit Qualifying US Shareholders to take up their rightspursuant to an Investor Letter.For the avoidance of doubt, the fact of the Prospectus and the Provisional Allotment Letter havingbeen initialled for the purpose of identification by Company’s Counsel and Banks’ Counsel, orhaving otherwise been evidenced as being in the agreed form by communications between the Banks’Counsel and the Company’s Counsel, will constitute evidence of the satisfaction of the JointBookrunners as to the matters referred to in (d) and (e) above.4.7 No later than the date of this Agreement, the Company shall give the Settlement Bank an undatedletter from the Company to Euroclear confirming that each condition to enable each of the Nil PaidRights and the Fully Paid Rights to be admitted as a Participating Security in CREST has beensatisfied. Immediately after Admission, the Settlement Bank shall date the letter and deliver it toEuroclear.4.8 The Company undertakes to procure that as soon as practicable on the Publication Date therelevant announcements referred to in paragraphs 9.5.5R and 9.6.4R of the Listing Rules shall belodged with a Regulatory Information Service as required by such paragraphs.4.9 Prior to Admission, the Company shall deliver, or procure the delivery of, the documentsreferred to in Part C of Schedule 2 to Banks’ Counsel (on behalf of each of the Banks).4.10 Before despatching and publishing any Supplementary Prospectus, the Company shall deliver, orprocure the delivery of, the documents referred to in Part D of Schedule 2 to the Bank’s Counsel(on behalf of each of the Banks).4.11 On or prior to the Time of Procurement, the Company shall deliver, or procure the delivery of,the documents referred to in Part E of Schedule 2 to the Bank’s Counsel (on behalf of each of theBanks).
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4.12 On or prior to 7.00 a.m. on the Settlement Date, the Company shall deliver, or procure thedelivery of, the documents referred to in Part F of Schedule 2 to the Bank’s Counsel (on behalf ofeach of the Banks).**5.****Appointments**5.1 The Company confirms its appointment of [**•**] and [**•**] as joint sponsors in connection with theproposed Admission of the New Shares.5.2 The Company confirms that the appointments in Clause 5.1 confers on each of the Joint Sponsorsall powers, authorities and discretions which are necessary for, or incidental to, the performanceof its function as Joint Sponsor (including the power to appoint sub agents or to delegate any ofits powers, authorities or discretions to such of its affiliates as the Joint Sponsor deemsappropriate and/or to such non-affiliates as the Joint Sponsor deems appropriate and to whom theCompany consents (such consent not to be unreasonably withheld or delayed). The Company will ratifyand confirm all actions which either of the Joint Sponsors and its sub-agents and delegateslawfully and properly take on behalf of the Company pursuant to this appointment.5.3 The Company acknowledges and agrees that none of the Banks are responsible for and has notauthorised and will not authorise the contents of the Prospectus, any Supplementary Prospectus orany other Relevant Document and that none of the Banks has been requested to verify, nor are, norshall be, responsible for verifying, the accuracy, completeness or fairness of any information inany of the Relevant Documents (or any supplement or amendment to any of the foregoing).5.4 The Company consents to each of the Joint Sponsors disclosing to the FSA, at any time before orafter Admission, any information which the relevant Joint Sponsor in its absolute discretion deemsto relate to the Company and to address non-compliance with the Listing Rules and/or the DisclosureRules and Transparency Rules in connection with the Rights Issue provided that where such JointSponsor believes it to be permitted by applicable law or regulation and reasonably practicable suchJoint Sponsor notifies the Company prior to making, and consults as to the timing and manner of,such disclosure.5.5 The Company irrevocably authorises each of the Banks to give to the Registrar and/or Euroclearany instructions consistent with this Agreement and/or the Relevant Documents that it reasonablyconsiders to be necessary for, or incidental to, the performance of its functions as joint sponsor,joint bookrunner, joint global co-ordinator or underwriter (as the case may be) in connection withthe Rights Issue, Admission and the application for New Shares to be transferred through and heldin dematerialised form through CREST.5.6 The Company acknowledges that the Joint Sponsors’ responsibilities as sponsors pursuant to theListing Rules are owed solely to the FSA and that agreeing to act as sponsor does not of itselfextend any duties or obligations to any one else, including the Company.5.7 The Company undertakes to each Joint Bookrunners that it will at any time from the date of thisAgreement provide to the Joint Bookrunners all information and assistance and do or procureanything to be done that may be reasonably requested by the Joint Boookrunners or that may berequired by the Joint Bookrunners to satisfy their obligations under, or in
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connection with the Rights Issue, the Listing Rules, the Prospectus Rules and the Disclosure Rulesand Transparency Rules including (without limitation) to satisfy its obligations to, and complywith the requirements of, the FSA and the London Stock Exchange and all applicable laws andregulations in connection with the Rights Issue and the Company’s applications for Admission and toprovide to the FSA any information or explanation that the FSA may reasonably require for thepurpose of verifying whether the Listing Rules, the Prospectus Rules and/or the Disclosure Rulesand Transparency Rules are being, and have been complied with by the Joint Bookrunners and/or bythe Company.5.8 The Company confirms the appointment of each of the Joint Bookrunners as a joint bookrunner tothe Rights Issue and each Joint Bookrunner confirms its acceptance of this appointment upon andsubject to the terms and conditions set out in this Agreement.5.9 The Company confirms that the appointments in Clause 5.8 confer on each of the JointBookrunners all powers, authorities and discretions which are necessary for, or incidental to, theperformance of its functions as joint bookrunner (including the power to appoint sub agents or todelegate any of its powers, authorities or discretions to such of its affiliates as the JointBookrunner deems appropriate and/or to such non-affiliates as the Joint Bookrunner deemsappropriate and to whom the Company consents (such consent not to be unreasonably withheld ordelayed). The Company will ratify and confirm all actions which a Joint Bookrunner and itssub-agents and delegates lawfully and properly take pursuant to this appointment.5.10 The Company confirms the appointment of each of the Joint Global Co-ordinators as a globalco-ordinator to the Rights Issue and each Joint Global Co-ordinator confirms its acceptance of thisappointment upon and subject to the terms and conditions set out in this Agreement.5.11 The Company confirms that the appointments in Clause 5.10 confer on each of the Joint GlobalCo-ordinators all powers, authorities and discretions which are necessary for, or incidental to,the performance of its functions as joint global co-ordinator (including the power to appoint subagents or to delegate any of its powers, authorities or discretions to such of its affiliates asthe Joint Global Co-ordinator deems appropriate and/or to such non-affiliates as the Joint GlobalCo-ordinator deems appropriate and to whom the Company consents (such consent not to beunreasonably withheld or delayed). The Company will ratify and confirm all actions which a JointGlobal Co-ordinator and its sub-agents and delegates lawfully and properly take pursuant to thisappointment.5.12 The Company will provide the Receiving Agent with all necessary authorisations and informationto enable the Receiving Agent to perform its duties in connection with the Rights Issue.**6.****Allotment**6.1 Subject to the UK Listing Authority having granted permission for the New Shares to be admittedto the Official List and the London Stock Exchange having granted permission for the New Shares(nil paid and fully paid) to be admitted to trading on its main market for listed securities theCompany shall provisionally allot the New Shares (nil paid) on the Publication Date to allQualifying Shareholders at the Issue Price pursuant to a resolution of
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the Board. The allotment of the New Shares shall be made upon the terms and subject to theconditions set out in the Prospectus and to be set out in the Provisional Allotment Letter (to theextent that New Shares are to be allotted in certificated form) and on the basis referred to inClause 6.3. New Shares representing the aggregate of fractions of New Shares shall be provisionallyallotted as directed by the Joint Bookrunners and dealt with in accordance with Clause 7.6.2 The Company may only exercise its right in paragraph 2.2.8 of Part III of the Prospectus inrelation to Qualifying CREST Holders to allot and issue the Nil Paid Rights, the Fully Paid Rightsor the New Shares in certificated form if it has first obtained the Joint Bookrunners’ writtenconsent (such consent not to be unreasonably withheld or delayed).6.3 By not later than 7.00 a.m. on the first Dealing Day after the Acceptance Date the Company willconfirm the provisional allotments of the New Shares which have been taken up pursuant to aresolution of the Board and cancel the provisional allotments of the New Shares which have not beentaken up. By not later than the third Dealing Day after the Acceptance Date, the Company will allota number of New Shares equal to the number of New Shares for which provisional allotments were nottaken up in favour of the persons who, pursuant to Clauses 8.4 and/or 9.1, are to subscribe forsuch New Shares, pursuant to a resolution of the Board. The consideration received by the Companyfor the issue and allotment of the New Shares to Qualifying Shareholders and subscribers procuredby the Joint Bookrunners shall be the transfer of the Newco Ordinary Shares and Newco PreferenceShares by the Newco Subscriber to the Company in accordance with the Subscription and TransferAgreement.6.4 In the event of any Section 87G Matter (as defined in Clause 6.5) arising after publication ofthe Prospectus and prior to 11.00 a.m. on the Acceptance Date:(a) where a Supplementary Prospectus is (or is to be) issued two or fewer Business Days prior tothe Acceptance Date, the Joint Bookrunners may give notice to the Company of an extension tothe timetable for the Rights Issue, such that the timetable for the Acceptance Date shall beextended to the date which is three Business Days after the date of issue of the relevantSupplementary Prospectus (or such later date as agreed between the Company and the JointBookrunners) in which case Clauses 6.4(b) and (c) below shall apply; (b) the periods within which the Banks shall be required to perform their obligations under thisAgreement which are due for performance after the Acceptance Date shall be extended *mutatismutandis*and the Company shall make a public announcement, at the request of the JointBookrunners and at a time and in a form satisfactory to them (acting reasonably), of theextension of the timetable for the Rights Issue; and (c) the Company shall execute such documents and do such acts and things as are reasonablynecessary for the purpose of giving full effect to the extension of the timetable for theRights Issue as contemplated by Clause 6.4(a) above.6.5 For the purpose of Clause 6.4, a ***Section 87G Matter***means any matter referred to in Section 87Gof the FSMA which arises between the time that the Prospectus is formally approved by the FSA and11.00 a.m. on the Acceptance Date.
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6.6 The New Shares, when issued and fully paid, will rank *pari passu*in all respects with theexisting issued Ordinary Shares, save for the right to receive the final dividend of 24.84 penceper Ordinary Share proposed to be paid in respect of the financial year ended 31 March 2010, andwill be free from all liens, charges, encumbrances and equitable interests.**7.****Placing of fractional entitlements**7.1 Immediately following the close of business on the Publication Date, the Company shall informeach of the Joint Bookrunners of the number of New Shares representing the aggregate of fractionalentitlements. The Joint Bookrunners shall (acting as agents for the Company) use their reasonableendeavours to procure that all or as many as is reasonably practicable of those Nil Paid Rights inrespect of such New Shares are placed through the London Stock Exchange at a premium in excess ofthe expenses of placing (including, without limitation, any applicable brokerage and commissionsand any irrecoverable VAT) as soon as practicable prior to 11.00 a.m. on the Acceptance Date.7.2 The Settlement Bank shall as soon as practicable inform the Company and the Receiving Agent ofthe number of New Shares to be issued to placees procured pursuant to Clause 7.1 (and specifyingthe number requested to be issued in certificated form and the number requested to be issued inuncertificated form). As soon as reasonably practicable after the Settlement Bank shall have sonotified the Company:(a) the Company shall deliver to the Settlement Bank, or as it shall direct, nil paid splitProvisional Allotment Letters in respect of those Nil Paid Rights so issued which placees haverequested to receive in certificated form, in the names and denominations required by them;and (b) the Company shall procure that the Receiving Agent instructs Euroclear to credit the stockaccounts in CREST (notified by the Settlement Bank) with the number of Nil Paid Rights thatthey require in respect of those Nil Paid Rights so placed which placees have requested toreceive in uncertificated form,and after the Company has complied with its obligations in Clauses 7.2(a) and 7.2(b), theSettlement Bank shall forthwith account to the Receiving Agent for the net proceeds of the placingof those Nil Paid Rights that have been placed and the Company shall ensure that the net proceedsof sale are dealt with in accordance with Clause 7.3.7.3 It shall be a term of each placing referred to in Clause 7.1 that the proceeds of that placingshall be paid to the Transaction Bank Account.7.4 The Joint Bookrunners shall have absolute discretion to procure such placees of Nil Paid Rightsas they think fit and to determine the number of Nil Paid Rights with which each such placees isissued.7.5 If the Nil Paid Rights referred to in Clause 7.1 have not been placed by the time set out inClause 7.1, they shall be dealt with in accordance with Clause 8 and Clause 9 (to the extentrelevant) as if they were New Shares not taken up. Any net proceeds of placing in respect of suchNil Paid Rights receivable by the Joint Bookrunners pursuant to Clause 8.4 or
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payable by the Joint Bookrunners pursuant to Clause 9.2 will be paid to the Transaction BankAccount.**8.****Underwritten Shares not taken up**8.1 If, by 11.00 a.m. on the Acceptance Date, all the Underwritten Shares shall have been taken up,or are subsequently deemed to have been taken up pursuant to Schedule 1, the Underwriters’obligations under Clauses 8 and 9 shall cease forthwith.8.2 Whether or not any Underwritten Shares shall have been taken up shall be determined inaccordance with the provisions of Schedule 1 and the parties agree to give effect to the provisionsof Schedule 1.8.3 By not later than 7.00 a.m. on the Business Day following the Acceptance Date, the Company will(or will procure that the Receiving Agent will) notify the Joint Bookrunners in writing of thenumber of Underwritten Shares which have not been taken up.8.4 The Joint Bookrunners will severally endeavour to procure subscriber(s) for New Sharesequivalent to the number of Underwritten Shares which are not taken up (or, at their discretion,for so many of the New Shares in respect of which subscribers can be found) upon the terms (in sofar as the same are applicable) of the Prospectus and the Provisional Allotment Letter as soon asreasonably practicable and in any event by not later than 4.30 p.m. on the second Dealing Day afterthe Acceptance Date if an amount which is not less than the total of the Issue Price multiplied bythe number of such New Shares for which subscriber(s) are able to be so procured and the expensesof procurement (including any applicable brokerage and commissions and amounts in respect of VATwhich are not recoverable) can be obtained. Any subscribers so procured by the Joint Bookrunnersshall subscribe for the New Shares at the Issue Price and any amount in excess of the Issue Priceshall be paid by the subscriber and received by the Settlement Bank on the basis that the sameshall be applied in meeting the Joint Bookrunners’ expenses of procuring such subscription(including any applicable brokerage and commissions and amounts in respect of VAT which are notrecoverable) and that any balance remaining shall be received as agent for and payable tonon-accepting Qualifying Shareholders in accordance with Clause 8.7. The Joint Bookrunners shallnot be obliged to endeavour to procure such subscriber(s) and may, at any time on or after theAcceptance Date, cease or decline to endeavour to procure any such subscriber(s) if, in theiropinion, it is unlikely that any such subscriber(s) can be so procured by such time and on theterms referred to above, or if the procurement of subscribers would give rise to a breach of law,whereupon the Joint Bookrunners shall not be under any obligation to endeavour to procure any suchsubscriber(s) pursuant to this Clause 8.4.8.5 Each Joint Bookrunner severally agrees to comply with the terms of the Selling Restrictions inseeking to procure subscribers for the purpose of Clause 8.4. Subject to compliance with theSelling Restrictions, each Joint Bookrunner shall have absolute discretion to use its reasonableendeavours to procure such subscribers in the manner and otherwise as it thinks fit. The JointBookrunners shall, by agreement between themselves, determine the number of New Shares which eachsuch subscriber subscribes for.
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8.6 The Settlement Bank shall:(a) by not later than the third Dealing Day after the Acceptance Date inform the Company of thenumber of New Shares to be issued in each of certificated form and uncertificated form tosubscribers procured pursuant to Clause 8.4; and (b) in respect of the amounts received by the Settlement Bank in accordance with Clause 8.4 (andafter deduction of the expenses of procuring subscribers, including amounts in respect of VATwhich are not recoverable), by not later than the fifth Dealing Day after the Acceptance Date(such date to be the Settlement Date) procure payment to: (i) the Transaction Bank Account of the Issue Price (in accordancewith the terms of the Receiving Agent’s Agreement) in respect of the New Sharesfor which subscribers are procured pursuant to Clause 8.4; and  (ii) the Receiving Agent (in accordance with the terms of theReceiving Agent’s Agreement) on behalf of the persons, and in the proportions,referred to in Clause 8.7 of the balance,  against the issue of (a) New Shares in certificated form in such names and denominations asspecified by the Settlement Bank pursuant to Clause 8.6(a) in respect of the New Shares tobe issued in certificated form; and (b) New Shares in uncertificated form by Euroclearcrediting the Joint Bookrunners’ (or their nominees’) stock accounts in CREST (in each caseas nominee for the subscribers for the New Shares) (notified by the Settlement Bank) withthe number of New Shares specified by the Settlement Bank pursuant to Clause 8.6(a) inrespect of the New Shares to be issued in uncertificated form.8.7 The Company shall procure that the Receiving Agent makes payment of the amount received by theReceiving Agent pursuant to Clause 8.6(b)(ii) to the non-accepting Qualifying Shareholders to whomNew Shares were provisionally allotted *pro rata*to their lapsed provisional entitlements as soon aspracticable after receipt (save that individual amounts of less than £5.00 will not be so paid butwill be paid to the Transaction Bank Account). If the Nil Paid Rights were in certificated formwhen they lapsed, such payment shall be made to the person whose name and address appears on pageone of the Provisional Allotment Letter relating to those Nil Paid Rights. If the Nil Paid Rightswere in uncertificated form when they lapsed, such payment shall be made to the person registeredas the holder of those Nil Paid Rights when they were disabled in CREST.8.8 No Joint Bookrunner shall be responsible, whether to the Company, any Qualifying Shareholder,any other shareholder or otherwise, for any loss or damage to any person arising from any suchtransactions as are mentioned in this Clause 8 or for any insufficiency or alleged insufficiency ofany dealing price at which subscribers for Nil Paid Rights and New Shares may be procured by it orfor the timing of any such subscription or for any determination by that Joint Bookrunner to ceaseor decline to endeavour to procure such subscribers save to the extent that such loss or damage isfinally judicially determined to have resulted from the fraud or wilful default of such JointBookrunner.
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**9.****Underwriting**9.1 If and to the extent that the Joint Bookrunners are unable to procure subscribers in accordancewith Clause 8.4, the Underwriters, each as underwriter, shall procure subscribers or themselvessubscribe for, by direct issue at the Issue Price, the Underwritten Shares not otherwise taken upand for which subscribers are not procured under Clause 8.4. The obligations of the Underwriters inthis Clause 9.1 are several and not joint or joint and several and each Underwriter shall beresponsible only for its proportionate share of the Underwritten Shares not otherwise taken up asset out in Schedule 6 (the ***Due Proportions***) and for the avoidance of doubt no Underwriter shallhave any liability or obligation in respect of any default by another.9.2 Each Underwriter shall, not later than the close of business on the fifth Dealing Day after theAcceptance Date, pay, or procure payment of, the Issue Price for the New Shares subscribed for byit under Clause 9.1 (or for which it, or anyone on its behalf, has procured subscribers) to theTransaction Bank Account against credit of fully paid securities representing those New Shares tothe uncertificated securities account of such Underwriter as notified by it to the Company and theReceiving Agent. Upon compliance with this Clause 9.2 by the relevant Underwriter, that Underwriterwill be under no further liability to the Company, in respect of its obligations under Clause 9.1.9.3 Any subscription for New Shares under Clause 8.4 or Clause 9.1 will be made on the terms andconditions and on the basis of the information contained in the Prospectus and the ProvisionalAllotment Letters (except as regards the time and method for acceptance and payment) so far as theyare applicable, subject to the memorandum and articles of association of the Company and, in thecase of any subscription under Clause 9.1, on the terms of this Agreement. The considerationreceived by the Company for the issue and allotment of the New Shares shall be the transfer ofcertain Newco Ordinary Shares and Newco Preference Shares by the Newco Subscriber to the Company inaccordance with the Subscription and Transfer Deed.9.4 The Company acknowledges and agrees that the Joint Bookrunners and the Underwriters mayexercise any and all rights against subscribers for the New Shares procured by the JointBookrunners and/or the Underwriters pursuant to Clauses 8.4 and 9.1 in respect of failure to payfor any New Shares.9.5 The Joint Bookrunners may, at their absolute discretion, arrange for the Rights Issue to besub-underwritten either through entities pertaining to their respective groups or third partiesoutside their respective groups.9.6 Each Joint Bookrunner undertakes to the Company to:(a) consult with the Company on the identity of persons with whom it proposes to enter intosub-underwriting letters and to offer sub-underwriting participation to a list of potentialsub-underwriters (such list having been agreed with the Company prior to the date hereof,which list shall, for the avoidance of doubt, constitute a non-exclusive list of potentialsub-underwriters). However, it is agreed that, subject to having offered sub-underwritingparticipations to the potential sub-underwriters on the aforementioned list, the finaldecision as to the identity of any sub-underwriters shall be for the Joint Bookrunners; and
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(b) procure that the sub-underwriting letters into which it enters contain undertakings by therelevant sub-underwriter in a substantially similar form to that in Clauses 9.7 and 9.8 (savethat there shall not be scope for a sub-underwriter to seek consent of the Company) providedsuch letters may in addition include exceptions for: (i) short selling activity in the ordinary course of business, eitherby a fund managed by the relevant sub-underwriter or the relevantsub-underwriter’s fund manager which has not entered into a sub-underwritingcommitment, or on a different trading book from the sub-underwriter’ssub-underwriting commitment, provided that the resultant short position is notclosed out directly or indirectly using shares subscribed for by thesub-underwriter by way of fulfilment of the sub-underwriting commitment;  (ii) short selling activity to delta hedge existing positions inconvertible bonds or derivatives related to the Ordinary Shares; and  (iii) selling Ordinary Shares already held by the sub-underwriter orits affiliates at the date of the sub-underwriting commitment.9.7 Without prejudice to Clause 9.5, each Underwriter severally undertakes that from the date ofthis Agreement up until the earlier of the Time of Procurement and: (i) the third Business Dayfollowing the Acceptance Date; (ii) the date following the Acceptance Date on which the JointBookrunners determine that it is reasonably likely that it will not be possible to place asignificant portion of any New Shares not taken up; and (iii) the date following the AcceptanceDate on which the Joint Bookrunners determine that the take up of New Shares pursuant to the RightsIssue has been such that it will not be necessary to undertake a rump placing, it will not, withoutthe consent of the Company, enter into any transaction involving the Ordinary Shares or securities,derivatives or other instruments (other than any securities or derivatives that reference anyexisting and established sector or market index, provided that the weighting of the Ordinary Sharesof any such sector or market index does not exceed 15%) relating to the Ordinary Shares, which isintended (directly or indirectly) to have the economic effect of hedging or otherwise mitigatingthe economic risk associated with the underwriting commitments under this Agreement.9.8 The Company acknowledges that the restriction in Clause 9.7 shall not apply to:(a) transactions to facilitate client orders; or (b) any hedging activities in relation to the Nil Paid Rights and/or the Ordinary Sharesundertaken with a view to achieving a substantially market-neutral position in respect of suchUnderwriter and/or its affiliates during the term of the undertaking contained in this Clause9.8 (but allowing for daily trading fluctuations and it also be understood that thedetermination of what is a market-neutral position shall not take into account suchUnderwriter’s underwriting commitment); or (c) proprietary positions in the Company’s securities or in derivatives related to the Company’ssecurities entered into prior to the date of this Agreement; or (d) transactions constituting ordinary course market making activity.
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For the avoidance of doubt, none of the Underwriters shall be restricted in carrying outtransactions for the account of their customers, in customer facilitation transactions, providedthat those transactions are carried out in the ordinary course of their businesses.**10.****Commissions and expenses**10.1 In consideration of the Banks agreeing to provide their services under this Agreement, theCompany shall pay:(a) to the Underwriters, a commission of 2 per cent. of an amount equal to the Issue Pricemultiplied by the aggregate number of Underwritten Shares, to be divided amongst theUnderwriters in accordance with their Due Proportions; and (b) to each of the Underwriters, at the discretion of the Company, an additional commission of upto 0.75 per cent. of an amount equal to the Issue Price multiplied by the aggregate number ofUnderwritten Shares multiplied by the Underwriter’s Due Proportion.10.2 The commissions and fees set out in Clause 10.1 shall be payable in full upon theUnderwriters’ obligations under this Agreement becoming unconditional and shall be paid by theCompany together with an additional amount in respect of any applicable VAT (in accordance withClause 10.6).10.3 The Company shall pay the commissions and fees payable pursuant to this Agreement by not laterthan the fifth Dealing Day following the Acceptance Date or, if earlier, (in the case only of anycosts and expenses incurred by the Banks in connection with the Rights Issue, which are payableunder Clause 10.5) on the first Dealing Day after the date on which the Banks’ obligations underthis Agreement cease in accordance with Clauses 2.3, 2.4, 8.1 or 15. Without prejudice to theirright to receive payment directly from the Company pursuant to this Clause 10.3, the JointBookrunners shall be entitled and are authorised to deduct some or all of such fees and any otherfee and any expense which the Company has agreed to pay the Banks from (i) the Total PreferenceSubscription Price as set out in the Subscription and Transfer Agreement, as relevant, for theNewco Preference shares; and (ii) any amount otherwise payable by the Banks to the Company underthis Agreement.10.4 Out of the commissions referred to in this Clause 10, the Underwriters shall pay or procurethe payment of any sub-underwriting commissions payable to such persons (if any) as the JointBookrunners may procure to subscribe for Underwritten Shares.10.5 In addition to the commissions and fees referred to in Clause 10.1, the Company shall pay(whether or not the Banks’ obligations under this Agreement become unconditional or this Agreementis terminated) all costs and expenses incurred in connection with the Rights Issue, the allotmentand issue of the New Shares and this Agreement together with an additional amount in respect of anyapplicable VAT (to be payable in accordance with Clause 10.6) (other than, for the avoidance ofdoubt, Tax to the extent that it arises or is increased as a consequence of the receipt ofremuneration payable under this Agreement including commissions payable pursuant to this Clause10). This shall include (but shall not be limited to) the UK Listing Authority and the London StockExchange listing and trading fees, other regulatory fees and expenses, printing and advertisingcosts, postage, the Receiving Agent’s charges, its own and the Banks’ properly incurred legal andother properly incurred
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out-of-pocket expenses, all accountancy and other professional fees, public relations fees andexpenses and all Transfer Taxes pursuant to or in connection with the allotment, issue and/ordelivery of the New Shares to or the subscription for the New Shares by the QualifyingShareholders, the Underwriters or persons procured by the Joint Bookrunners or the Underwriterspursuant to the Rights Issue or the execution, delivery, performance or enforcement of thisAgreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving AgentAgreement, and the Company shall indemnify and hold harmless each Indemnified Person from andagainst any such Transfer Taxes. The Company shall not be liable for any Transfer Taxes (i) arisingas a result of any subsequent sales of, transfers of or agreements to sell or transfer the NewShares by any person following the subscription for New Shares by such person under the RightsIssue, or (ii) which are payable under sections 67, 70, 93 or 96 of the Finance Act 1986 (save tothe extent such Transfer Taxes arise in respect of Qualifying Shareholders taking up New Shares inaccordance with their Provisional Allotment Letters) to the extent that such Transfer Taxes exceedthe Transfer Taxes which would have arisen if the existence and effect of those sections wereignored, or (iii) to the extent that such Transfer Taxes are finally judicially determined to haveresulted from the fraud, gross negligence or wilful default of such Indemnified Person or (iv) inrelation to the allotment, issue, delivery or transfer of the Newco Ordinary Shares or the NewcoPreference Shares (which Transfer Taxes (if any), shall, for the avoidance of doubt, be dealt withunder the terms of the Option Agreement or Subscription and Transfer Agreement, as applicable). TheCompany shall as soon as reasonably practicable on request pay or reimburse the Banks the amount ofany expenses which are to be borne by the Company and which the Banks have paid.10.6 VAT(a) Amounts payable by the Company to a Bank or an Indemnified Person for any supply (for VATpurposes) made by a Bank or Indemnified Person under or pursuant to this Agreement areexpressed exclusive of amounts payable in respect of VAT. (b) If the performance by a Bank or an Indemnified Person (for the purposes of this Clause 10.6only, each a ***payee***) of any of its obligations under this Agreement shall represent for VATpurposes the making by a payee of any supply to the Company (for the purposes of this Clause10.6 only, a ***payer***) that is subject to VAT at a positive rate, the relevant payer shall pay inaddition to such consideration (if any) payable for the supply an amount equal to any VATproperly chargeable on such supply (if any) within 14 days presentation of a valid VAT invoicein respect of such supply. (c) Subject to Clause 10.6(d), where a sum (a ***Relevant Sum***) is payable or is to be reimbursed bya payer to a payee in respect of any cost, charge, fee or expense, and such cost, charge, feeor expense includes an amount in respect of VAT, which is borne by the relevant payee on thesupply or supplies for which the cost, charge, fee or expense in question is all or any partof the consideration, the relevant payer shall pay to the relevant payee in respect of suchVAT an amount equal to the amount of such VAT which the relevant payee certifies is notrecoverable by it (or by the representative member of a VAT group of which it is a member) byrepayment or credit (such certificate to be conclusive in the absence of manifest error) suchpayment to be made within 14 days of the later of (i) the date upon which payment of
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  VAT in respect of the Relevant Sum has been made by the relevant payee and (ii) the date onwhich certification in accordance with this Clause 10.6(c) is produced to the relevantpayer. (d) If the Relevant Sum constitutes for VAT purposes the reimbursement of costs, charges, fees orexpenses incurred by a payee as agent of a payer excluding where the relevant payee acts as anagent for the payer and Section 47(2A) or 47(3) of the Value Added Tax Act 1994 or anequivalent provision in another relevant jurisdiction) applies, the relevant payer shall payto the relevant payee an amount equal to the element included in the costs, charges, fees orexpenses in respect of VAT (that is to say the part of the costs, charges, fees or expenseswhich relates to the VAT chargeable on any supply or supplies for which such costs or expensesare all or any part of the consideration) provided that in such case relevant payee shall useits reasonable endeavours to procure that, as soon as reasonably practicable, the personmaking the supply or supplies in respect of which the costs, charges, fees or expenses areincurred issues a valid VAT invoice to the relevant payer that names the relevant payer as therecipient of the relevant supply or supplies.**11.****Representations, warranties and undertakings**11.1 The Company represents, warrants and undertakes to the Banks that each Warranty is true andaccurate and not misleading at the date of this Agreement, at the Publication Date, at Admission,at the Acceptance Date, at any Time of Procurement, at the Settlement Date and on the date ofpublication of any Supplementary Prospectus, in each case by reference to the facts andcircumstances then existing. The Company acknowledges that each of the Banks is entering into thisAgreement in reliance on such representations, warranties and undertakings. Each representation,warranty and undertaking shall be construed separately and shall not be limited or restricted byreference to or inference from the terms of any other representation, warranty and undertaking orany other term of this Agreement. Warranties shall be deemed to be given under this Clause inrelation to the relevant document, announcement or event on the basis that any reference in anysuch Warranty to something being done or something being the case in relation to such document,announcement or event which is expressed in the future tense shall be regarded, to the extent thecontext requires, as being expressed in the present tense.11.2 The Company shall not be liable under Clause 11.1 in respect of any Losses suffered orincurred by any Underwriter solely as a result of subscribing for, or a decision to subscribe for,New Shares pursuant to its obligations under Clause 9 of this Agreement which arise as a result ofa breach by the Company of any of the Specified Warranties when repeated after Admission (or if anysuch Warranty when repeated after Admission ceases to be true, accurate and not misleading) to theextent such breach arises or occurs (or such Warranty when repeated ceases to be true, accurate andnot misleading) as a direct or indirect result of, or is attributable to or would not have arisenbut for, an event, fact, matter or circumstance which:(a) arises or occurs after Admission and on or before the Acceptance Date and which is fairlydisclosed in any Supplementary Prospectus published before the time when the relevantWarranties are repeated;
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(b) arises or occurs after the Acceptance Date and which is fairly disclosed by the Companythrough a Regulatory Information Service announcement published before the time when therelevant Warranties are repeated,provided that the Company shall not be relieved from liability under this Clause 11 to the extentsuch breach arises or occurs (or such Warranty when repeated ceases to be true, accurate and notmisleading) as a direct or indirect result of, or is attributable to or would not have arisen butfor, any breach of law or regulation or agreement, or any fraud, neglect or default, of or by theCompany, any member of the Group or any of their respective officers, employees or agents.11.3 The Company shall not knowingly cause or permit (and shall procure that no other member of theGroup nor any of its or their respective directors, officers, employees or agents shall cause or(so far as they are able using their best endeavours) permit) any event to occur or omit to doanything between the date of this Agreement and the earlier of (a) the date which is 90 days afterthe Settlement Date; or (b) the date on which the Banks’ obligations under this Agreement cease inaccordance with Clauses 2.3, 2.4, 8.1 or 15 which would make any statement in Schedule 3 untrue,inaccurate or misleading if, in such case, such statement were repeated at such date by referenceto the facts and circumstances then existing.11.4 The Company shall promptly notify the Joint Bookrunners (giving reasonable details) if itcomes to the knowledge of the Company or any Director that (and the Company undertakes to makereasonable enquiries to ascertain whether) (a) any statement in Schedule 3 was breached or untrue,inaccurate or misleading at the date of this Agreement; or (b) any statement in Schedule 3 whichrelates to a fact, matter or event after such statement was given will or is reasonably likely toprove to be untrue, inaccurate or misleading; or (c) any statement in Schedule 3 would be breachedor untrue, inaccurate or misleading if repeated by reference to the facts and circumstancesexisting at any time during the period referred to in Clause 11.2; or (d) if the Company is inbreach of any of its obligations under this Agreement.11.5 The Company agrees that the Banks and any sub-underwriter who subscribes for New Shares shallbe entitled to the same remedies and rights of action against the Company, and to the same extent,as any person who subscribes for any New Shares pursuant to the Rights Issue on the basis of theProspectus and the Provisional Allotment Letter.11.6 The certificates to be delivered pursuant to paragraph 28 of Part B of Schedule 2, paragraph17 of Part C of Schedule 2, paragraph 12 of Part D of Schedule 2, paragraph 4 of Part E of Schedule2 and paragraph 8 of Part F of Schedule 2 will have effect as a representation and warranty, as oftheir date, by the Company to the Banks as to the matters contained therein.11.7 References in this Agreement to a representation, warranty or undertaking being (or not being)true and accurate or not being (or being) misleading ***in any material respect***or ***in all materialrespects***(or similar expressions) and other references to materiality in relation to arepresentation, warranty or undertaking shall, save where expressly provided otherwise, meanmaterial in the context of the Group, the Rights Issue or Admission. In that connection andotherwise in this Agreement in relation to references to a matter which would or might be ***materialin the context of the Group, the Rights Issue or Admission***(or similar expressions) a matter shall,without limitation, be deemed to be so material if it would, in the opinion of
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any Bank (acting in good faith), have been material for disclosure to potential sub-underwriters orother subscribers for New Shares had such matter existed when such sub-underwriters or othersubscribers for New Shares were sought for the New Shares.11.8 The representations, warranties and undertakings referred to in this Clause 11 shall remain infull force and effect notwithstanding completion of all matters and arrangements referred to in, orcontemplated by, this Agreement.11.9 Where any of the warranties, representations and undertakings are qualified by reference toawareness and/or knowledge and/or information and/or belief, that reference shall be deemed toinclude a statement to the effect that it has been given after making due and careful enquiry.11.10 The provisions of Schedule 7 of this Agreement shall have effect as undertakings, on the partof the persons specified in the relevant paragraphs of Schedule 7, to each of the Banks.**12.****Exclusions of liability**12.1 Without prejudice to Clause 12.2, no claim shall be made by the Company or any of itssubsidiary undertakings, affiliates or associates, or any of the directors, officers or employeesof any of them in any jurisdiction against any Indemnified Person to recover any Loss or Claimsuffered or incurred by any person and which arises, directly or indirectly, out of or isattributable to, based upon or connected with, anything done or omitted to be done by anyIndemnified Person in connection with the Rights Issue, Admission or acting as sponsor to theCompany, or the arrangements contemplated by the Relevant Documents, or any of them (or anyamendment or supplement to any of them), or this Agreement, the Option Agreement, the Subscriptionand Transfer Agreement or the Receiving Agent Agreement or any other agreement relating to theRights Issue except (solely in connection with the matters referred to in Clauses 13.1 (f) and (g))to the extent that the Loss or Claim is finally judicially determined to have resulted from thefraud, gross negligence or wilful default of the relevant Indemnified Person.12.2 The Company agrees that no Indemnified Person is acting as a financial adviser (other than [**•**]strictly on the basis set out in the [**•**]Engagement Letter and [**•**] strictly on the basis set out inthe [**•**] Engagement Letter) or as fiduciary to the Company or any other person in providing theservices contemplated in this Agreement or in respect of the timing, terms, structure or price ofthe Rights Issue, irrespective of whether any such Indemnified Person has provided input to theCompany with respect thereto. No claim shall be made by the Company or any of its subsidiaryundertakings, affiliates or associates or any of the directors, officers or employees of any ofthem against any Indemnified Person in respect of the timing, terms or structure of the RightsIssue, including the setting of the Issue Price at a level that is too high or too low. Nothing inthis Clause shall exclude or restrict any duty or liability of any Indemnified Person which it hasunder the FSMA or arrangements for regulating any such Indemnified Person thereunder to any extentprohibited by those arrangements. It is acknowledged by all parties that:(a) the Indemnified Persons may be engaged in a broad range of transactions that involveinterests that differ from those of the Company or any other person; and
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(b) no Indemnified Person has advised the Company or any other person as to any general financialor strategic advice or any legal, tax, investment, accounting or regulatory matters in anyjurisdiction, the Company and any other person have consulted its own legal, tax, investment,accounting or regulatory advisers to the extent they deem appropriate, and no IndemnifiedPerson shall have any responsibility to the Company or any other person with respect thereto.12.3 Notwithstanding any rights or claims which the Company or any of its subsidiary undertakings,affiliates or associates or any of the directors, officers or employees of any of them may have orassert against the Banks in connection with this Agreement, the Option Agreement, the Subscriptionand Transfer Agreement or the Receiving Agent Agreement, the Rights Issue, or any of the otherarrangements contemplated by the Relevant Documents, or any of them, or this Agreement, the OptionAgreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, no claim willbe brought by the Company and the Company will procure that no claim is bought by any of itssubsidiary undertakings, affiliates or associates or any of the directors, officers, partners oremployees of any of them against any director or any other officer and/or partner and/or employeeof any Indemnified Person in respect of any conduct, action or omission by the individual concernedin connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement orthe Receiving Agent Agreement or the Rights Issue, or any of the other arrangements contemplated bythe Relevant Documents, or any of them, or this Agreement, the Option Agreement, the Subscriptionand Transfer Agreement or the Receiving Agent Agreement.**13.****Indemnities**13.1 The Company agrees to fully and effectively indemnify and hold harmless each IndemnifiedPerson (and whether or not any Loss or Claim is suffered or incurred or arises in respect ofcircumstances or events existing or occurring before, on or after the date of this Agreement andregardless of the jurisdiction in which such Loss or Claim is suffered or incurred) from andagainst any and all Losses or Claims, whatsoever, as incurred, if such Losses or Claims, arise,directly or indirectly, out of, or are attributable to, based upon or connected with, anything doneor omitted to be done by any person (including by the relevant Indemnified Person) in connectionwith the Rights Issue, Admission or acting as sponsor to the Company, or the arrangementscontemplated by the Relevant Documents, or any of them (or any amendment or supplement to any ofthem), or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or theReceiving Agent Agreement or any other agreement relating to the Rights Issue, including but notlimited to:(a) any and all Losses or Claims whatsoever, as incurred, arising out of the Relevant Documents,or any of them (or any amendment or supplement to any of them) not containing or fairlypresenting, or being alleged not to contain or not to fairly present, all information requiredto be contained therein, or any statement therein being or being alleged to be in any respectnot based on reasonable grounds, in the light of the circumstances in which they were made;and/or(b) any and all Losses or Claims whatsoever, as incurred, arising out of any untrue or inaccuratestatement of a material fact contained in the Relevant Documents, or any of them (or anyamendment or supplement to any of them), or any statement of a
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  material fact being alleged to be untrue or inaccurate, or an omission or alleged omissionto state in the Relevant Documents, or any of them (or any amendment or supplement to anyof them) a material fact, necessary to make the statements made therein, in the light ofthe circumstances under which they were made, not misleading; and/or (c) any and all Losses or Claims whatsoever, as incurred, arising out of any breach or allegedbreach by the Company of any of its obligations, including any of the Warranties,representations, covenants and undertakings set out in this Agreement, the Option Agreement,the Subscription and Transfer Agreement or the Receiving Agent Agreement or out of thearrangements contemplated by the Relevant Documents, or any of them (or any amendment orsupplement to any of them) or this Agreement, the Option Agreement, the Subscription andTransfer Agreement or the Receiving Agent Agreement or any other agreement entered into or tobe entered into relating to the Rights Issue; and/or (d) any and all Losses or Claims whatsoever, as incurred, in connection with or arising out ofthe issue, publication or distribution of the Relevant Documents, or any of them (or anyamendment or supplement to any of them) and/or any other documents or materials relating tothe application for Admission; and/or (e) any and all Losses or Claims whatsoever, as incurred, in connection with or arising out ofany failure or alleged failure by the Company or any of the Directors or any of its or hisagents, employees or advisers to comply with the Companies Act, the FSMA, the Listing Rules,the Prospectus Rules, the Disclosure and Transparency Rules, the Regulations and the rules,practices and procedures laid down by CREST, the rules and regulations of the London StockExchange and the Admission and Disclosure Standards or any other requirement or statute orregulation in any jurisdiction in relation to the application for Admission, the Rights Issue,or the allotment and issue of the New Shares or the arrangements contemplated by the RelevantDocuments, or any of them (or any amendment or supplement to any of them), or this Agreement,the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreementor any other agreement entered into or to be entered into relating to the Rights Issue; and/or (f) any and all Losses or Claims whatsoever, as incurred or suffered by such Indemnified Person: (i) as a person who has communicated or approved the contents of anyfinancial promotion (other than the Relevant Documents, or any of them, or anyamendment or supplement to any of them) made in connection with the Rights Issueor the application for Admission for the purpose of section 21 of the FSMA;  (ii) (in the case of each of the Joint Sponsors) in its capacity assponsor to the Company’s application for Admission; and/or(g) the carrying out, or performance, by any Indemnified Person of its duties, obligations andservices under or in connection with the Rights Issue or Admission or this
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  Agreement, the Option Agreement, the Subscription and Transfer Agreement or the ReceivingAgent Agreement, either before or after the date of this Agreement,**provided that**: (i) the indemnity contained in Clauses 13.1(d), (f) and (g) shall not applyto any Losses or Claims to the extent that such Losses or Claims are finally judicially determinedto have resulted from the fraud, gross negligenceor wilful default of that IndemnifiedPerson; and (ii) the indemnity in this Clause 13.1 shall not apply to any Losses for which theCompany is not liable under Clause 11.1 pursuant to Clause 11.2. An Indemnified Person shall alsonot be entitled to any indemnity from the Company under this Clause 13 to the extent it relates to(i) any Tax to the extent that it arises or is increased as a consequence of the receipt ofremuneration payable under this Agreement including commissions payable pursuant to Clause 10, (ii)any amounts in respect of VAT as is covered by the provisions of Clause 10.6, and (iii) anyTransfer Tax as is covered by the provisions of Clause 10.5 or which would be covered but for theapplication of any exclusion therein.13.2 Each Indemnified Person shall give notice as promptly as reasonably practicable to the Companyof any action commenced against it after receipt of a written notice of any Claim or thecommencement of any action or proceeding in respect of which a Claim for indemnification may besought under this Clause 13, insofar as may be consistent with the terms of any relevant insurancepolicy and provided that to do so would not, in such Indemnified Person’s view be prejudicial to it(or to any Indemnified Person connected to it) or to any obligation of confidentiality or otherlegal or regulatory obligation which that Indemnified Person owes to any third party or to anyregulatory request that has been made of it, but failure to so notify the Company shall not relievethe Company from any liability hereunder.13.3 Legal advisers for an Indemnified Person shall be selected by the relevant Bank connected tothat Indemnified Person. The Company may participate at its own expense in the defence of anyaction commenced against it provided however that legal advisers for the Company shall not (exceptwith the consent of the relevant Indemnified Person) also be legal advisers for the IndemnifiedPerson.13.4 In no event shall the Company be liable for fees and expenses of more than one legal adviser(in addition to any local legal advisers) separate from its own legal advisers for all IndemnifiedPersons in connection with any one action or separate but similar or related actions in the samejurisdiction arising out of the same general allegations or circumstances.13.5 The Company agrees that if it becomes aware of any Claim relevant for the purposes of thisClause 13 or any matters which may give rise to a Claim, it shall promptly notify the Banks thereofand shall provide the Banks with such information and copies of such documents relating to theclaim as the Banks may reasonably request.13.6 The Company shall not, without the prior written consent of the Banks, settle or compromise orconsent to the entry of any judgment with respect to any litigation, or any investigation orproceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever inrespect of which indemnification or contribution could be sought under this Clause 13 or Clause 14(whether or not the Indemnified Persons are actual or potential parties thereto), unless suchsettlement, compromise or consent:
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(a) includes an unconditional release of each Indemnified Person from all liability arising outof such litigation, investigation, proceeding or claim; and (b) does not include a statement as to or an admission of fault, culpability or a failure to actby or on behalf of any Indemnified Person.13.7 No Bank or any Indemnified Person shall, without consulting with the Company and having regardto any reasonable requests of the Company (provided that in the Joint Bookrunners’ opinion, theBanks’ and Indemnified Persons’ interests will not be prejudiced in doing so), settle or compromiseor consent to the entry of any judgment with respect to any litigation, or any investigation orproceeding by any governmental agency or body, commenced or threatened, or any Claim whatsoever inrespect of which indemnification or contribution could be sought under this Clause 13 or Clause 14(whether or not any of the Banks or Indemnified Persons are actual or potential parties thereto).13.8 Each Indemnified Person which is not a party to this Agreement will have the right, under theContracts (Rights of Third Parties) Act 1999, to enforce its rights against the Company under thisClause 13 as amended from time to time, provided that each of the Banks (without obligation) willhave sole conduct of any action on behalf of each Indemnified Person connected to it. Save as setout above and other than in respect of Clause 14, a person who is not a party to this Agreement hasno right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of thisAgreement but this does not affect any right or remedy of a third party which exists or isavailable apart from that Act.13.9 The Company shall promptly notify each of the Banks of any limitation, restriction orexclusion (whenever arising and whether relating to the time period during which a Claim can bemade, the quantum of a Claim or otherwise) on the extent to which the Company or any Group Companymay claim against any third party or parties and/or of any waiver or release of any right of theCompany or any Group Company to so claim (each a ***Limitation***) in respect of anything which mayarise, directly or indirectly, out of or is based upon or is in connection with the Rights Issue,Admission or the subject matter of the obligations or services to be performed under thisAgreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving AgentAgreement or in connection with the Rights Issue or the arrangements contemplated by the RelevantDocuments, or any of them (and any amendment or supplement to any of them) or this Agreement. Whereany damage or loss is suffered by the Company for which any Indemnified Person would otherwise bejointly and severally liable with any third party or third parties to the Company, or any of itsrelevant subsidiary undertakings, affiliates, or associates, the extent to which such damage orloss will be recoverable from the Indemnified Person shall be limited so as to be in proportion tothe contribution of the Indemnified Person to the overall fault for such damage or loss, as agreedbetween the parties, or, in the absence of agreement, as determined by a court of competentjurisdiction, but in any event, the Indemnified Person shall have no greater liability than if theLimitation did not apply.13.10 The degree to which any Indemnified Person shall be entitled to rely on the work of anyadviser to the Company and/or any of its subsidiary undertakings, affiliates or associates or anyother third party will be unaffected by any Limitation (as defined in Clause 13.9) which theCompany may have agreed with any third party.
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13.11 Insofar as the Company has engaged any adviser (a ***capped adviser***) on the basis that itsliability to the Company arising out of any default by it or otherwise in connection with theRights Issue, Admission, or the arrangements contemplated by the Relevant Documents or thisAgreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving AgentAgreement is subject to any limitation, exclusion or restriction of liability, the liability ofeach Indemnified Person to the Company or any other person in respect of any default by thatIndemnified Person under this Agreement, the Option Agreement, the Subscription and TransferAgreement or the Receiving Agent Agreement or otherwise in connection with the Rights Issue, or thearrangements contemplated by the Relevant Documents or this Agreement, the Option Agreement, theSubscription and Transfer Agreement or the Receiving Agent Agreement shall not exceed the amountfor which that Indemnified Person would have been liable after deducting any additional amountwhich that Indemnified Person would have been entitled to recover from the capped adviser, in theabsence of the limitation, exclusion or restriction of the capped adviser’s liability, by way ofcontribution to that Indemnified Person, in respect of the matter concerned.13.12 If an Indemnified Person is liable for any liability suffered by, or is liable to make anycontribution to, any person other than the Company in respect of the performance of its obligationsunder this Agreement, the Option Agreement, the Subscription and Transfer Agreement or theReceiving Agent Agreement, the Company will indemnify that Indemnified Person for any amount whichit would have been entitled to recover from a third party or parties by way of contribution inrespect of the matter concerned (pursuant to the Civil Liability (Contributions) Act 1978 orotherwise) but for a Limitation.13.13 All sums payable to an Indemnified Person pursuant to this Clause 13 shall be paid within 14days of written demand by such Indemnified Person.13.14 No person guilty of fraud or fraudulent misrepresentations (within the meaning of section11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty ofsuch fraud or fraudulent misrepresentation.13.15 The provisions of this Clause 13 will remain in full force and effect notwithstanding thecompletion of all matters and arrangements referred to in or contemplated by this Agreement, theOption Agreement, the Subscription and Transfer Agreement and/or the Receiving Agent Agreement.13.16 No party to this Agreement shall be entitled to recover damages or obtain recovery, payment,reimbursement or indemnity under a Transaction Document to the extent that such party has alreadyobtained (and retained) recovery, payment, reimbursement or indemnity in respect of the same matterunder any other Transaction Document.**14.****Contribution**14.1 If the indemnification provided for in Clause 13 is for any reason (including because suchindemnification would be contrary to public policy), unavailable to or insufficient to holdharmless an Indemnified Person in respect of any Losses or Claims referred to therein, then theCompany shall contribute to the aggregate amount of such Losses or Claims incurred by suchIndemnified Person, as incurred:
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(a) in such proportion as is appropriate to reflect the relative benefits received by the Companyon the one hand and of the Banks on the other hand from the Rights Issue and offering of NewShares pursuant to this Agreement; or (b) if the allocation provided by Clause 14.1(a) is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in Clause14.1(a) above but also the relative fault of the Company on the one hand and of the Banks onthe other hand in connection with the acts or statements or omissions which resulted in suchLosses or Claims as well as any other relevant equitable considerations.14.2 The relative benefits received by the Company on the one hand and the Banks on the other handin connection with the Rights Issue and the offering of New Shares pursuant to this Agreement shallbe deemed to be in the same respective proportions as the total net proceeds from the offering ofNew Shares pursuant to this Agreement (before deducting commissions or expenses) received by theCompany and the total fees and commissions received by the Banks bear to the total gross proceedsfrom the offering of New Shares.14.3 The relative fault of the Company on the one hand and the Banks on the other hand will bedetermined by reference to, among other things, whether any such act or alleged act or untrue oralleged untrue statement of a material fact or omission or alleged omission to state a materialfact relates to information supplied by the Company, or by the Banks and the parties’ relativeintent, knowledge, access to information and opportunity to correct or prevent such act, statementor omission.14.4 The Company and the Banks agree that it would not be just and equitable if contributionpursuant to this Clause 14 were determined by *pro rata*allocation (even if the Banks were treatedas one entity for such purpose) or by any other method of allocation which does not take account ofthe equitable considerations referred to above in this Clause 14. The aggregate amount of Losses orClaims incurred by an Indemnified Person and referred to above in this Clause 14 will be deemed toinclude any legal or other expenses properly incurred by such Indemnified Person in investigating,preparing or defending against any litigation, or any investigation or proceeding by anygovernmental agency or body, commenced or threatened, or any claim whatsoever based upon any suchact or alleged act or untrue or inaccurate or alleged untrue or inaccurate statement or omission oralleged omission.14.5 Notwithstanding the provisions of this Clause 14:(a) no Indemnified Person shall be entitled to recover from any individual party more by way of acontribution under Clause 14 than it would have been able to recover from such party had theindemnities in Clause 13 been available to such Indemnified Person; and (b) the Company shall not be liable to pay any amount pursuant to Clause 14 in excess of theamount it would have been liable to pay had the indemnities in Clause 13 been available tosuch Indemnified Person.
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14.6 Notwithstanding the provisions of Clauses 13 and 14, no Bank shall be required to contributepursuant to this Clause 14 any amount in excess of the underwriting commission received by it (andwhich is not liable to pay to any other underwriter, sub-underwriter or intermediary under thisAgreement or otherwise) in relation to the New Shares underwritten or subscribed for by such Bankpursuant to this Agreement.14.7 No person guilty of fraudulent misrepresentation (whether within the meaning of Section 11(f)of the Securities Act or otherwise) will be entitled to contribution in respect of Losses or Claimsarising from such fraudulent misrepresentation from any person who was not guilty of suchfraudulent misrepresentation.**15.****Termination**15.1 If at any time on or before Admission:(a) any matter or circumstance arises as a result of which any of the Conditions (i) has becomeincapable of satisfaction (and will not be waived by the Joint Bookrunners, in accordance withClause 2.2) at the required time(s) (if any); and (ii) will not continue to be satisfied atAdmission; or (b) there has been (i) a breach by the Company of any of the Warranties or undertakingsrespectively contained in or given pursuant to Clause 11 or any other provision of thisAgreement; or (ii) any of the Warranties contained in Clause 11 or Schedule 3 is not or hasceased to be, true, accurate and not misleading; or (c) it shall come to the notice of any Joint Bookrunner that any statement contained in anyRelevant Document (or any amendment or supplement thereto), other than the ProvisionalAllotment Letters, the QIB Letter, the AI Letter or the QIB Rump Letter is or has becomeuntrue, inaccurate or misleading in any respect, or any matter has arisen, which would, ifsuch document had been issued at that time, constitute an omission from such Relevant Document(or any amendment or supplement thereto), and which all of the Joint Bookrunners consider,acting in good faith, to be (singly or in the aggregate) (i) material in the context of theGroup, the Rights Issue or Admission or any of the transactions contemplated by thisAgreement; or (ii) such as to make it impracticable, inappropriate or inadvisable to proceedwith the Rights Issue or Admission; or (d) (i) in the opinion of all of the Joint Bookrunners, any matter referred to in section 87G ofFSMA has arisen between the publication of the Prospectus and Admission, or (ii) anySupplementary Prospectus has been published or is due to be published by the Company, in eachcase the effect of which (either singly or together with any other event referred to in thisClause 15) is, in the opinion of all of the Joint Bookrunners, acting in good faith, materialin the context of the Group, the Rights Issue or Admission, or such as to make it, in theopinion of all of the Joint Bookrunners, acting in good faith, impracticable, inappropriate orinadvisable to proceed with the Rights Issue or Admission; or (e) the Company’s application to the FSA for admission of the New Shares to the Official Listand/or the Company’s application to the London Stock Exchange for
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  admission to trading of the New Shares on the London Stock Exchange’s main market for listedsecurities is withdrawn by the Company and/or refused by the FSA or London Stock Exchange (asappropriate); or (f) in the opinion of all of the Joint Bookrunners, acting in good faith, there has been, whetheror not foreseeable at the date of this Agreement, a Material Adverse Change; or (g) if: (i) there has occurred any material adverse change in the financialmarkets in the United States, the United Kingdom, any member state of theEuropean Union or the international financial markets, any outbreak ofhostilities or escalation thereof, any act of terrorism or war or other calamityor crisis or any change or development involving a prospective change innational or international political, financial or economic conditions orexchange controls or exchange rates, in each case which all of the JointBookrunners consider to be (either singly or together with any other eventreferred to in this Clause 15) such as to make it, in the opinion of all of theJoint Bookrunners, acting in good faith, impracticable, inappropriate orinadvisable to proceed with the Rights Issue or Admission; or  (ii) trading in any securities of the Company has been suspended orlimited by the London Stock Exchange on any exchange or over the counter market,or if trading generally on the American Stock Exchange, the New York StockExchange or any exchange in any member state of the European Union, the NasdaqGlobal Market or the London Stock Exchange has been suspended or limited, orminimum or maximum prices for trading have been fixed, or maximum ranges forprices have been required, by any of such exchanges or by such system or byorder of any governmental authority, or a material disruption has occurred incommercial banking or securities settlement or clearance services in the UnitedStates, the United Kingdom or in the European Union, the effect of which (eithersingly or together with any other event referred to in this Clause 15) is, inthe opinion of all of the Joint Bookrunners, acting in good faith, material inthe context of the Group, the Rights Issue or Admission, or is such as to makeit, in the opinion of all of the Joint Bookrunners, acting in good faith,impracticable, inappropriate or inadvisable to proceed with the Rights Issue orAdmission;  (iii) a banking moratorium has been declared by the United Kingdom,the United States, a member state of the European Union, or New Yorkauthorities, the effect of which (either singly or together with any other eventreferred to in this Clause 15) is, in the opinion of all of the JointBookrunners, acting in good faith, material in the context of the Group, theRights Issue or Admission, or is such as to make it, in the opinion of all ofthe Joint Bookrunners, acting in good faith, impracticable, inappropriate orinadvisable to proceed with the Rights Issue or Admission; or
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 (iv) there has occurred an adverse change or a prospective adversechange since the date of this Agreement in taxation in the United Kingdom,United States or any member state of the European Union affecting the New Sharesor the transfer thereof or exchange controls have been imposed by the UnitedKingdom, the United States or a member state of the European Union, the effectof which (either singly or together with any other event referred to in thisClause 15) is, in the opinion of all of the Joint Bookrunners, acting in goodfaith, material in the context of the Group, the Rights Issue or Admission, oris such as to make it, in the opinion of all of the Joint Bookrunners, acting ingood faith, impracticable, inappropriate or inadvisable to proceed with theRights Issue or Admission,then (a) each of the Joint Sponsors, for itself in its capacity as sponsor only, acting in goodfaith (following consultation with the Company to the extent practicable), shall be entitled toterminate this Agreement insofar as it relates to the obligations of such Joint Sponsor in itscapacity as sponsor and, in the event of such termination, the obligations of such Joint Sponsor inits capacity as sponsor shall cease and determine, and the provisions of Clause 2.3(b) shall apply,and (b) the Joint Bookrunners, acting in good faith (following consultation with the Company to theextent practicable), shall be entitled to terminate this Agreement in its entirety and, in theevent of such termination, this Agreement shall cease to have any further effect and the provisionsof Clause 2.4(a) shall apply. For the avoidance of doubt, the rights of the Joint Bookrunners underthis Clause 15.1: (A) may be exercised by the Joint Bookrunners, and except where providedotherwise herein, for whatever reason or on whatever basis that they consider to bepracticable, appropriate or advisable to them; and  (B) are conferred on the Joint Bookrunners, and may be exercised by any JointBookrunner, in its capacity as such, and not in any representative or fiduciarycapacity.15.2 The termination of this Agreement (save to the extent specified in this Clause 15.2) pursuantto Clauses 2.3, 2.4 and 15.1 shall be without prejudice to:(a) any claim in respect of a breach of this Agreement prior to the termination; (b) any obligation of the Company in respect of New Shares which have already been issued,subscribed for and paid for at the time of such termination; and (c) the provisions of Clauses 1, 10.5, 11 (other than 11.10), 12, 13 and 14, this Clause 15.2,and Clauses 19 to 28 (inclusive), which will continue to apply.15.3 Any notice of termination to be given by a Joint Sponsor or a Joint Bookrunner pursuant toClause 15.1 may be given in accordance with Clause 15.4 or Clause 23. Any notice given inaccordance with Clause 23 shall be copied to each other party to this Agreement provided howeverthat failure to do so will not invalidate such notice.15.4 The Joint Sponsors or the Joint Bookrunners may give a notice pursuant to Clause 15.1 bytelephone to either the Chief Executive or the Group Tax & Treasury Director, or in
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the event that such persons are unavailable, any Executive Director, on behalf of the Company, suchnotice to take effect at the time such notice is given by telephone.The contact details for the Chief Executive and Group Tax & Treasury Director will be provided tothe Joint Bookrunners by the Company on the date of this Agreement.Where notice is given by telephone, the relevant Joint Sponsor or Joint Bookrunner shall as soon asreasonably practicable and, in any event, within 12 hours, give the Company (in accordance withClause 23 and copied to each other party to this Agreement) a notice which:(a) states that notice pursuant to Clause 15.1 has been given by telephone on or around a certaintime on a certain date; (b) specifies the name of (i) the representative of the Joint Sponsors or the Joint Bookrunnersand (ii) the officer involved in such telephone call; and (c) sets out the substance of the text which was read over the telephone,provided however that failure to do so will not invalidate such notice.**16.****Withholding and grossing up**16.1 All sums payable to the Banks or any other Indemnified Person under this Agreement shall bepaid free and clear of all deductions or withholdings without set-off or counterclaim unless thededuction or withholding is required by law, in which event the relevant person making the paymentshall pay such additional amount as shall be required to ensure that the net amount received by theBanks or any other Indemnified Person will equal the full amount which would have been received byit had no such deduction or withholding been made.16.2 If the HM Revenue & Customs or any other tax authority brings into charge to tax (or into anycomputation of income, profit or gains for the purposes of any charge to tax) or would do so butfor the utilisation of any tax relief any sum payable to the Banks or any other Indemnified Person(in this clause 16 only a ***payee***) under this Agreement (other than any remuneration paid pursuant tothis Agreement including the commissions due under Clause 10) then the person liable to make suchpayment shall pay such additional amount as shall be required to ensure that the total amount paid,less the tax chargeable thereon or that which would be so chargeable but for the availability ofrelief in respect of that charge to tax (except to the extent that such relief arises in respect ofthe losses, costs, expenses or other items which have given rise to the sum payable, in which casesuch relief (or part thereof) shall be ignored) is equal to the amount that would otherwise be soreceived under this Agreement (any such additional payments being made on demand of the Bank, orthe Indemnified Person concerned).16.3 If any payment is made by the Company to a person (the “**recipient**”) pursuant to this Agreementwhich results in the Company making an additional payment under Clause 16.1 or Clause 16.2, and therecipient subsequently in its sole and absolute discretion determines that: (i) a refund of tax ora credit against tax is attributable to any deduction or withholding giving rise to the payment orpart thereof, and that refund or credit has actually been obtained by the recipient; or (ii) taxhas actually been saved as a result of incurring the relevant loss, liability, damage, cost, chargeor expense to which the payment relates, in each case the recipient shall pay an amount to theCompany which the recipient determines in its sole opinion (such
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determination to be conclusive) will leave the recipient (after that payment) in no better or worseposition than it would have been in had the additional payment not been required to be made by theCompany. Nothing in this Clause 16.3 shall oblige a recipient to disclose any information nor shallanything herein prevent a recipient from arranging its tax and commercial affairs in whatevermanner it thinks fit.**17.****Miscellaneous**17.1 For the avoidance of doubt, the Company acknowledges and agrees that it is responsible for anydue diligence carried out in relation to the Rights Issue and that none of the Banks nor any oftheir advisers shall be responsible to the Company or any Director for any due diligence inrelation thereto or for verifying the accuracy or fairness of any information published by or onbehalf of the Company in connection with the Rights Issue.17.2 The Company agrees that for the purpose of the Rights Issue (including for the purposes ofseeking to procure any sub-underwriters for the Underwritten Shares) and of obtaining Admission,none of the Banks shall be responsible for the provision of or obtaining advice as to therequirements of any applicable laws or regulations of any jurisdictions nor shall any such personbe responsible where it or the Company has acted in the absence of such advice or in reliance onany advice obtained by the Company in respect thereof.17.3 The Company acknowledges that the representations, warranties, undertakings and indemnitiescontained in this Agreement are given to the Banks in connection with Admission and the RightsIssue in each case whether in their capacities as underwriters or sponsors and references in thisAgreement to Banks shall be construed accordingly.17.4 Notwithstanding that each Bank may act as the Company’s agent in connection with the RightsIssue, each of such persons and its agents may:(a) receive and keep for its own benefit any commissions, fees, brokerage or other benefits paidto or received by it in connection with the Rights Issue, and shall not be liable to accountto the Company for any such commissions, fees, brokerage or other benefits; and (b) keep or deal in any New Shares for which it may subscribe for its own use and benefit.17.5 For the avoidance of doubt, the rights and obligations of each of the Banks under thisAgreement are several, not joint or joint and several. Each of the Banks shall (except as otherwiseagreed among them) have the right separately to protect and enforce its rights under this Agreementby whatever lawful means it deems fit, including, without limitation, commencing any legalproceedings without joining any of the others in any proceedings.17.6 The Company acknowledges and agrees that (i) each of the Banks is acting solely pursuant to acontractual relationship with the Company on an arm’s length basis with respect to the Rights Issue(including in connection with determining the terms of the Rights Issue) and not, in relation tothe Rights Issue, as a financial advisor or a fiduciary to the Company or any other person; and(ii) none of the Banks owes any duties or obligations to the Company of any nature whatsoever, saveas expressly set out in this Agreement, provided however in each
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case that this shall not exclude or restrict any duty or liability that any of them have under FSMAor arrangements for regulating any of them thereunder to any extent prohibited thereby.17.7 The Company understands (i) that [**•**]([**•**]) is the parent company of [**•**] of which [**•**] is awholly-owned subsidiary and that [**•**] and its subsidiaries and affiliates are a financial servicesgroup, and (ii) that each of [**•**], [**•**] and [**•**] is part of its own financial services group (for thepurposes of this Clause 17.7, each referred to as a ***group***). Each of the Banks and [**•**] is a fullservice securities firm and commercial bank engaged in activities and businesses including amongothers, securities, commodities and derivatives trading, foreign exchange and other brokerageactivities, research publication, and principal investing, as well as providing investment,corporate and private banking, asset and investment management, financing and financial advisoryservices and other commercial services and products to a wide range of corporations, governmentsand individuals from which conflicting interests or duties, or a perception thereof, may arise.Accordingly, in no circumstance shall any Bank or any other member of their respective groups haveany liability by reason of members of the group conducting such other businesses or activities,acting in their own interests or in the interests of other clients in respect of matters affectingthe Company, its affiliates or any other company, including where in so acting members of the groupact in a manner which is adverse to the interests of the Company or its affiliates. In addition, asa result of duties of confidentiality, each of the Banks and the other members of their respectivegroups may be prohibited from disclosing information to the Company or such disclosure may beinappropriate and the Company agrees that no member of the respective groups will be under a dutyto use or to disclose any non-public information acquired from, or during the course of carrying onbusiness for, any other person. The Company expressly acknowledges and agrees that, in the ordinarycourse of business, each of the Banks and other parts of their respective groups at any time (i)may invest on a principal basis or manage funds that invest, make or hold long or short positions,finance positions or trade or otherwise effect transactions, for their own accounts or the accountsof customers, in equity, debt or other securities or financial instruments (including derivatives,bank loans or other obligations) of the Company or any other company that may be involved in anyproposed transaction, and (ii) may provide or arrange financing and other financial services toother companies that may be involved in any proposed transaction or a competing transaction, ineach case whose interests may conflict with those of the Company.17.8 The Company agrees to indemnify each Bank against any loss incurred by such Bank as a resultof any judgment or order being given or made for any amount due hereunder and such judgment ororder being expressed and paid in a currency (the ***Judgment Currency***) other than pounds sterling andas a result of any variation between: (i) the rate of exchange at which the pounds sterling amountis converted into the Judgment Currency for the purpose of such judgment or order; and (ii) therate of exchange at which such Bank is able to purchase pounds sterling, at the business datenearest the date of judgment, with the amount of the Judgment Currency actually received by therelevant Bank. The foregoing indemnity shall continue in full force and effect notwithstanding anysuch judgment or order as aforesaid. The terms ***rate of exchange***shall include any premiums andcosts or exchange payable in connection with the purchase of, or conversions into, the relevantcurrency.
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**18.****Receiving Agent**The Company confirms that it has instructed the Receiving Agent to act as receiving agent inconnection with the Rights Issue and as registrar in relation to the Nil Paid Rights and the FullyPaid Rights and to perform the obligations assigned to it under the Prospectus, the ProvisionalAllotment Letters and this Agreement as receiving agent.**19.****Time of the essence**Any time, date or period mentioned in this Agreement may be extended by mutual agreement betweenthe Company and the Banks but as regards any time, date or period originally fixed, or any time,date or period so extended, time shall be of the essence.**20.****Waiver**20.1 Any right or remedy of the Banks under this Agreement shall only be waived or varied by anexpress waiver or variation in writing.20.2 No failure or delay by the Banks in exercising any right or remedy under this Agreement shallimpair such right or remedy or operate or be construed as a waiver or variation of the right orremedy or preclude its exercise at any subsequent time. No single or partial exercise of any suchright or remedy shall preclude any other or further exercise of such right or remedy or theexercise of any other right or remedy. The rights, powers and remedies of the Banks provided inthis Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.**21.****Third Party Rights**21.1 Except as provided in Clause 13.8, a person who is not a party to this Agreement has no rightsunder the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. TheBanks and the Company may agree to terminate this Agreement or vary any of its terms without theconsent of any Indemnified Person which is not a party to this Agreement or any other third party.The Banks will have no responsibility to any Indemnified Person which is not a party to thisAgreement or any other third party under or as a result of this Agreement.21.2 No variation of this Agreement shall be valid unless it is in writing and signed by or onbehalf of each of the Banks and the Company.**22.****Severability**If any provision of this Agreement is or is held to be invalid or unenforceable, then so far as itis invalid or unenforceable it has no effect and is deemed not to be included in this Agreement.This shall not invalidate any of the remaining provisions of this Agreement. The parties shall useall reasonable endeavours to replace any invalid or unenforceable provision by a valid provisionthe effect of which is as close as possible to the intended effect of the invalid or unenforceableprovision.
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**23.****Notices**23.1 Any notice to be given under, or in connection with, this Agreement shall be in writing and besigned by or on behalf of the party giving it. It shall be served by sending it by fax to thenumber set out in Clause 23.2 or by delivering it by hand, or sending it by pre-paid recordeddelivery, special delivery or registered post, to the address set out in Clause 23.2 marked for theattention of the relevant party (or as otherwise notified from time to time under this Agreement).Any notice so served shall be deemed to have been duly received:(a) in the case of delivery by hand, when delivered; (b) in the case of fax, at the time of transmission; and (c) in the case of pre paid recorded delivery, special delivery or registered post, on theDealing Day following the date of posting,provided that if delivery by hand or fax occurs on a day which is not a Dealing Day or after6.00 p.m. on a Dealing Day, service shall be deemed to occur at 9.00 a.m. on the following DealingDay.23.2 The fax numbers and addresses of each of the Banks and the Company for the purpose ofClause 23.1 are:     (i) the Company: 1-3 Strand    London WC2N 5EH    Fax number: +44 (0)20 7004 3221         For the attention of: Company Secretary and GeneralCounsel     (ii) [**•**] [**•**]         Fax Number: [**•**]         For the attention of: ECM Syndicate Desk     (iii) [**•**] [**•**]         Fax Number: [**•**]         For the attention of: ECM Syndicate Desk     (iv) [**•**] [**•**]         Fax number: [**•**]         For the attention of: Head of Equity Capital Markets
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     (v) [**•**] [**•**]         Fax number: [**•**]         For the attention of: Head of Equity Capital Markets**24.****Further assurances**The Company shall register the New Shares in the names of the successful applicants, and shallprovide, and shall procure that the Directors shall provide, all information and assistance that aBank may reasonably require for the purposes of this Agreement and execute (or procure to beexecuted) each document and do (or procure to be done) each act and thing that an Underwriter mayreasonably request in order to give effect to the Rights Issue or Admission.**25.****Assignment**No party may assign, or purport to assign: (i) this Agreement; (ii) all or any of their respectiverights or obligations arising under or out of this Agreement; or (iii) the benefit of all or any ofthe other parties’ obligations under this Agreement.**26.****Entire agreement**This Agreement, together with the Option Agreement, the Subscription and Transfer Agreement, theBanks’ Engagement Letters and any other documents referred to in this Agreement, constitutes theentire agreement between the parties relating to the subject matter of this Agreement andsupersedes all agreements, understandings, undertakings, representations, warranties andarrangements of any nature whatsoever between the parties relating to the subject matter of thisAgreement. In the event of any inconsistency between this Agreement or any other agreement referredto in, or entered into in connection with, this Agreement, the terms of this Agreement shallprevail.**27.****Counterparts**27.1 This Agreement may be executed by any one or more of the parties hereto in any number ofcounterparts, each of which shall be deemed to be an original, but all such counterparts shalltogether constitute one and the same instrument.27.2 Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) ortelecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. Inrelation to each counterpart, upon confirmation by or on behalf of the signatory that the signatoryauthorises the attachment of such counterpart signature page to the final text of this Agreement,such counterpart signature page shall take effect together with such final text as a completeauthoritative counterpart.**28.****Governing law**28.1 This Agreement and the relationship among the parties to it and any non-contractualobligations which may arise out of or in connection with this Agreement shall be governed by andinterpreted in accordance with English law.
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28.2 All parties to this Agreement agree that the courts of England are (subject to Clause 28.3(a))to have exclusive jurisdiction to settle any dispute (including claims for set-off andcounterclaims) which may arise out of or in connection (i) with the creation, validity, effect,interpretation or performance of, or of the legal relationships established by, this Agreement orotherwise arising out of or in connection with this Agreement, and (ii) with any non-contractualobligations which may arise out of or in connection with this Agreement and for such purposes allparties irrevocably submit to the exclusive jurisdiction of the English courts.28.3 Notwithstanding the provisions of Clause 28.2, in the event that any Bank or any of suchBank’s Indemnified Persons becomes subject to proceedings brought by a third party (the ***ForeignProceedings***) in the courts of any country other than England (including, without prejudice to thegenerality of the foregoing, in any court of competent jurisdiction in the United States) (the***Foreign Jurisdiction***), such Bank shall be entitled, without objection by the Company, either:(a) to join the Company or any other person to the Foreign Proceedings; and/or (b) to bring separate proceedings for any breach of this Agreement and/or for a contribution oran indemnity against the Company or any other person in the Foreign Jurisdiction, providedthat such separate proceedings arise out of or are in connection with the subject matter ofthe Foreign Proceedings.28.4 Each of the parties to this Agreement irrevocably waives any objection to the jurisdiction ofany courts referred to in this Clause 28.28.5 Each party to this Agreement irrevocably agrees that a judgment and/or order of any courtreferred to in this Clause 28 based on any matter arising out of or in connection with thisAgreement (including but not limited to the enforcement of any indemnity) shall be conclusive andbinding on it and may be enforced against it in any other jurisdiction, whether or not (subject todue process having been served on it) it participates in the relevant proceedings.28.6 The Company agrees to appoint an agent for service of process in any Foreign Jurisdictionother than England in which any other party is subject to legal suit, action or proceedings basedon or arising under this Agreement within 14 days of receiving written notice of such legal suit,action or proceedings and the request to appoint such agent for service. In the event that theCompany does not appoint such an agent within 14 days of the notice requesting it to do so, suchother party may appoint a commercial agent for service for the Company on the Company’s behalf andat the Company’s expense and the Company agrees that subject to being notified of such appointmentin writing, service upon such commercial agent will constitute service upon the Company.
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**SCHEDULE 1**