LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
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SUBSCRIPTION AND SALE<br />
HSBC Bank plc whose principal offices are located at 8 Canada Square, London E14 5HQ, United<br />
Kingdom and Société Générale, London Branch whose principal offices are located at SG House, 41<br />
Tower Hill, London, EC3N 4SG, United Kingdom (the ‘‘Joint Lead Managers’’) have, pursuant to a<br />
subscription agreement dated the date of this Offering Circular between, among others, the Joint Lead<br />
Managers and the Issuer (the ‘‘Subscription Agreement’’), agreed (subject to certain conditions) with the<br />
Issuer to subscribe and pay for the Notes at the issue price of 100 per cent of their initial principal amount.<br />
The Issuer has agreed to reimburse each of the Joint Lead Managers for certain of its costs and expenses<br />
in connection with the issue of the Notes. Each Joint Lead Manager is entitled to be released and<br />
discharged from its obligations under the Subscription Agreement in certain circumstances prior to<br />
payment for the Notes to the Issuer. The Issuer has agreed to indemnify the Joint Lead Managers against<br />
certain liabilities in connection with the issue of the Notes.<br />
EEA Standard Selling Restriction<br />
In relation to each Member State of the European Economic Area which has implemented the Prospectus<br />
Directive (each, a ‘‘Relevant Member State’’), each Joint Lead Manager has represented and agreed that<br />
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant<br />
Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes<br />
to the public in that Relevant Member State prior to the publication of a prospectus in relation to the<br />
Notes which has been approved by the competent authority in that Relevant Member State or, where<br />
appropriate, approved in another Relevant Member State and notified to the competent authority in that<br />
Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect<br />
from and including the Relevant Implementation Date, make an offer of Notes to the public in that<br />
Relevant Member State at any time:<br />
(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so<br />
authorised or regulated, whose corporate purpose is solely to invest in securities;<br />
(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last<br />
financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover<br />
of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or<br />
(iii) in any other circumstances which do not require the publication by the Issuer of a prospectus<br />
pursuant to Article 3 of the Prospectus Directive.<br />
For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes<br />
in any Relevant Member State means the communication in any form and by any means of sufficient<br />
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide<br />
to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure<br />
implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’<br />
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member<br />
State.<br />
United States of America<br />
The Notes have not been and will not be registered under the Securities Act and may not be offered or<br />
sold within the United States or to, or for the account or benefit of, US persons except in certain<br />
transactions exempt from the registration requirements of the Securities Act. Terms used in this<br />
paragraph have the meanings given to them by Regulation S.<br />
The Notes are in bearer form and are subject to US tax law requirements and may not be offered, sold<br />
or delivered within the United States or its possessions or to a United States person, except in certain<br />
transactions permitted by US tax regulations. Terms used in this paragraph have the meanings given to<br />
them by the US Internal Revenue Code of 1986 and regulations thereunder.<br />
Each Joint Lead Manager has agreed that it will not offer or sell the Notes, (i) as part of its distribution<br />
at any time and (ii) otherwise until 40 days after the later of the commencement of the offering or the<br />
Closing Date, within the United States or to, or for the account or benefit of, US persons, and it will have<br />
sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration to<br />
which it sells Notes during the distribution compliance period (as defined in Regulation S) a confirmation<br />
or other notice setting forth the restrictions on offers and sales of the Notes within the United States or<br />
to, or for the account or benefit of, US persons.<br />
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