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2005-02-24
2005-02-24Press Release - Weber Shandwick, Financial Communications:
Placing and Admission to the Alternative Investment Market ("AIM")
Freeplay Energy plc ("Freeplay", "the Company" or "the Group") today announces the successful Placing and publication of its admission document in relation to the forthcoming admission of its issued share capital to AIM, a market operated by the London Stock Exchange plc.
Highlights
- 6,730,900 new Ordinary Shares (Placing Shares) have been placed with UK institutional and other investors at the Placing Price of 52 pence per Ordinary Share. The Placing Shares will represent approximately 32.48 per cent. of the Enlarged Issued Share Capital of the Company. The amount of new money raised for the Company is US$6.6 million (£3.5 million) before expenses.
- Freeplay will have a market capitalisation of £10.8 million on Admission. Trading is expected to commence on 2 March 2005
- The net proceeds of the Placing will principally be used to market the Group's products, acquire tooling for new products and upgrade tooling for certain existing products and the Group's working capital requirements. In addition, Freeplay intends to increase current stockholding, which will allow the Group to hold components and a small quantity of finished goods to increase supply flexibility and reduce the current eight-week order cycle
- Established in 1994, Freeplay has developed patented technology that enables exerted human energy to be captured, stored and delivered in an electrical form to power a range of electronic devices
- First applications include radios, torches and a mobile phone charger, with over 3.5 million units sold to date
- Freeplay has a new product development plan which anticipates broadening the application of its technology into new product categories in 2005, 2006 and beyond
- Charles Stanley & Co. Limited is the Nominated Adviser and Broker to the Company
"We are delighted with the interest shown in Freeplay by institutional investors during the marketing process. The Placing and Admission to AIM will enhance our profile with customers and the funds raised will enable us to vigorously pursue our marketing plans for the US, the UK and Western Europe."
For further information, please visit www.freeplayenergy.com or contact:
Freeplay Energy plc†020 7851 2630
Rory Stear, Chairman and Chief Executive Officer
Weber Shandwick Square Mile†020 7851 2630
Susan Ellis, Nick Oborne, Rachel Taylor
Charles Stanley & Co. Limited†020 7739 8200
Mark Taylor, Freddy Crossley
This press release, which has been issued by Freeplay Energy plc, has been approved by Charles Stanley & Co. Limited solely for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. Charles Stanley & Co. Limited, which is regulated in the UK by the Financial Services Authority, is representing Freeplay Energy plc and no one else and will not be responsible to anyone other than Freeplay Energy plc for providing the protection afforded to customers of Charles Stanley & Co. Limited or for providing advice in relation to the admission to trading on AIM or any acquisition of securities.
No offer or invitation to acquire shares in Freeplay Energy plc is being made by or in connection with this announcement. Any such offer or invitation will be made solely by means of the prospectus to be published in connection with the proposed admission to trading on AIM of Freeplay Energy plc and any acquisition of shares should be made solely on the basis of the information contained in that document. The value of and the income from shares can go down as well as up. Persons needing advice should consult a professional adviser.
This announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States of America, Canada, Ireland, South Africa, Japan or Australia. This announcement is not for distribution outside the UK, the Channel Islands and the Isle of Man nor to any US person as defined in Regulation S under the United States of America Securities Act of 1933. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions.
Freeplay Energy plc ("Freeplay", "the Company" or "the Group") today announces the successful Placing and publication of its admission document in relation to the forthcoming admission of its issued share capital to AIM, a market operated by the London Stock Exchange plc.
Introduction
Established in 1994, Freeplay has developed patented technology that enables exerted human energy to be captured, stored and delivered in an electrical form to power a range of electronic devices. First applications include radios, torches and a mobile phone charger, with over 3.5 million units sold to date.
Freeplay seeks to create, develop and supply the market for self-powered energy products internationally. This is being accomplished through both the establishment of its own products in the market, and the formation of strategic alliances with partners, aiming to combine compatible technology with market leadership. At the same time however, its IPR and know-how mean that it may be able to licence or whitelabel its technology to other brands as the market develops.
Freeplay believes it was first to market and commercialise self-powered technology and that it is recognized as a leading brand in this market for such products. Freeplay believes there are limited competitive offerings utilising technology which are less efficient.
Freeplay has a new product development plan which anticipates broadening the application of its technology into new product categories in 2005, 2006 and beyond.
Freeplay is raising $6.6 million (£3.5 million) before expenses by way of a placing of shares at a price of 52 pence per Ordinary Share.
Business Model
The objective of the Company's business is to create shareholder value through meeting the commercial and humanitarian demand for self-powered energy products.
The Directors believe that there are three key advantages to the Company's scaleable business model:
- Outsourced Production - production is outsourced to manufacturers in China providing the Group with cheap, high quality finished goods
- Distribution Agreements - often involving a minimum annual order quantity guaranteeing transparent future revenues
- Proprietary IPR and know-how - ensuring that the Group benefits from the IPR and know-how that has either been created in-house or jointly with other parties and which the Group continues to develop
History
In April 1994, Chris Staines and Rory Stear began to develop and commercialise the technology of Trevor Baylis' wind-up radio following a feature on BBC1's Tomorrow's World programme.
In February 1996, the original wind-up radio (Freeplay's first commercial product) was manufactured and exported to the UK, Holland and Africa for the first time and subsequently to the US in May of the same year. Following interest in this initial product, the Freeplay brand was launched in September 1996. Since then substantial investment has been made into developing the products.
Summary Financial Information
The table below sets out the summary financial information for the Company for the three years ended 31 December 2003 and the six months to 30 June 2004. This information has been extracted from the audited financial information.
| US$'000 | Financial year ended 31 December 2001 | Financial year ended 31 December 2002 | Financial year ended 31 December 2003 | Six months ended 30 June 2004 |
| Turnover - continuing operations Cost of sales - continuing operations | 8,241 (9,692) | 5,662 (4,177) | 6,347 (4,110) | 2,607 (1,859) |
| Gross profit/(loss) | (1,451) | 1,485 | 2,237 | 748 |
| Net operating expense before goodwill amortisation and impairment Goodwill amortisation Goodwill impairment | (8,669) - - | (7,236) (1,087) - | (4,387) (2,173) (7,606) | (1,268) - - |
| Net operating expenses - continuing operations | (8,669) | (8,323) | (14,166) | (1,268) |
| Group operating loss before finance and taxation - continuing operations | (10,120) | (6,838) | (11,929) | (520) |
Freeplay commenced a restructuring of the Group's business in 2000 to significantly reduce the cost base of the Group. The restructuring was principally completed in October 2003 and included the closure of the Cape Town manufacturing operations and the outsourcing of product manufacture to China, the relocation of certain staff to Cape Town from London, the closure of the finance function and sales team in London and a reduction in the number of employees in the Group. As a result of the restructuring, Freeplay significantly changed the nature of its operations from being a manufacturer with an in-house sales team to a service provider outsourcing all its manufacturing and using a network of distributors through which to promote and sell its products.
In 2001, Freeplay discounted stock significantly to liquidate slow moving stock lines, which resulted in products being sold at negative gross margins, which contributed to the reduction in turnover in 2002. Turnover increased in 2003 by 12.1 per cent. as a result of the launch of the Freeplay Lifeline Radio. Gross margins have improved to 35.2 per cent. in 2003 and for the six months ended 30 June 2004, gross margins were 28.7 per cent. (the comparable gross margin for the six months to 30 June 2003 was 29.8 per cent.). The actual unaudited gross margin for the year ended 30 December 2004 was 33.8 per cent.
Goodwill of $10.9 million was created as a result of the restructuring of the Group in 2002. The Directors carried out an impairment review of the carrying value of the goodwill at the end of the year ended 31 December 2003. As a result of this impairment review, the carrying value of the goodwill was written down to £nil at 31 December 2003, which resulted in an impairment charge to the profit and loss of $7.6 million.
Current trading
In the six months to 30 June 2004, Freeplay had turnover of $2.6 million and a loss before taxation of $0.63 million.
The Company has traded in line with management expectations for the financial year ended 30 December 2004 from 30 June 2004.
Since 30 June 2004, the Company has launched several new products including the Freeplay EyeMax radio, the Freeplay Xray flashlight and the FreeCharge energy source for mobile phones, which have contributed to increased sales in the six months ended 30 December 2004. As a result of the introduction of these new products and increased sales to Freeplay's main customers during the second half of the year ended 30 December 2004, Freeplay's trading performance has shown an improvement over the first half of the year at the operating level.
Prospects
The Directors believe that the Placing and Admission will ensure that the Group has sufficient resources to pursue its marketing plans for the US, the UK and Western Europe. The Directors expect that execution of the Group's marketing plan will increase audio and illumination sales in these markets and grow awareness of its brand, thereby facilitating the introduction of new products during 2005 and 2006.
Freeplay has a new product development plan which anticipates broadening the application of its technology into new product categories in 2005, 2006 and beyond. In addition, extensions and improvements to its existing product lines are also planned with the aim of competing in the burgeoning mobile phone industry as well as in the marine accessory market where a foot power generator is scheduled for release during 2005. In addition, Freeplay launched two additional variants of the Freeplay EyeMax radio in January 2005; the EyeMax radio with light and an EyeMax radio with weatherband. The Group also expects to launch the Jonta flashlight and the Freeplay light centre, which consists of three Sherpa LED flashlights in a domestic flashlight cabinet providing a trickle charge, in the first half of 2005. It is also expected that medical instruments, some of which have already been developed, will facilitate an additional new market opportunity in the years ahead.
The Group is currently in negotiations to supply in excess of 20,000 Freeplay Lifelines to aid organisations and anticipates several orders from its US distributors for the new Freeplay Eyemax range of flashlights. As a result of the new product launches and the anticipated sales pipeline the Directors are confident of the future prospects of the Group.
Reasons for the Placing and Admission
The Company is proposing to raise $6.6 million (£3.5 million) ($4.0 million after expenses) by way of the Placing. The net proceeds of the Placing will principally be used to market the Group's products, acquire tooling for new products and upgrade tooling for certain existing products and the Group's working capital requirements. In addition, Freeplay intends to increase current stockholding, which will allow the Group to hold components and a small quantity of finished goods to increase supply flexibility and reduce the current eight-week order cycle. This, in turn, will enable it to respond quickly to unpredictable peaks in demand associated with natural disasters, such as blackouts and humanitarian crises.
A proportion of the Placing proceeds will also be used to boost marketing, including at the point of sale in key territories and repay approximately $1.07 million of outstanding indebtedness.
Details of the Placing and Dealing Arrangements
The Company is raising approximately $4.0 million (net of expenses and applicable VAT) by the placing of 6,730,900 new Ordinary Shares. The Placing Shares have been placed, conditional upon, inter alia, Admission with institutional and other investors. The Placing Shares will represent approximately 32.48 per cent. of the Enlarged Issued Share Capital of the Company. The Placing, which is not underwritten or guaranteed, is conditional, inter alia, upon Admission becoming effective.
Following Admission the Directors will hold 1,061,070 new Ordinary Shares, representing approximately 5.12 per cent. of the Enlarged Issued Share Capital of the Company.
Placing Statistics
Placing Price 52 pence
Number of Placing Shares being issued pursuant to the Placing 6,730,900
Market capitalisation at the Placing Price on Admission £10.8million
Number of Ordinary Shares in issue on Admission 20,721,242
Percentage of Enlarged Issued Share Capital being subject to the Placing 32.48 per cent.
Gross proceeds of the Placing £3.5million / US$6.6 million
Directors
Rory Stear, 45, Chairman and Chief Executive
Rory Stear has over twenty years of experience in corporate leadership, new business development and strategic planning. He co-founded Freeplay in 1994, and has been CEO since inception. Mr Stear was previously Managing Director of Seeff Corporate Finance (Pty) Ltd, a joint venture between him and a listed South African property group. He has been the recipient of various awards, including the Theodor Herzl Award for outstanding business achievement (2000), as well as being named as one of Business Week's Entrepreneurs of the Year 2000. Mr Stear is a fellow of the Schwab Foundation for Outstanding Social Entrepreneurs which is affiliated to the World Economic Forum. He has been a regular contributor to the Forum's events having made presentations at the Forum's annual meeting in Davos over the last three years. Mr Stear is also a member of both the Young Presidents Organisation and the Dean's Council at Harvard University's John F. Kennedy's School of Government
Richard Court, 40, Finance Director
Richard Court has fifteen years experience in financial and general international management. Having qualified as a UK chartered management accountant in 1990 and been awarded fellowship in 1993, he worked for three years as financial controller of Quadrant Catering a division of the Post Office in the UK where he was responsible for the strategic development of financial systems. He has also worked as a divisional financial controller of Kwik Fit plc. He spent eight years as director of finance and operations with Periphonics Limited, a specialist computer hardware and voice driven software company which was brought to Nasdaq in 1995 and, later acquired by Nortel Networks. Having integrated Periphonics and a number of acquisitions into Nortels EBusiness Europe he spent a year in Nortel Network's Brazilian operation as CFO Brazil managing a significant downsizing. Mr Court joined Freeplay in 2004.
John Hutchinson, 52, Technology Director
John Hutchinson joined Freeplay in 1995 and has been involved with the development of Freeplay's technology and products from the outset. He leads a team of ten engineers and industrial designers, responsible for the advancement of Freeplay's technology and the creation of new products. Mr Hutchinson graduated with a degree in Engineering from the University of Cape Town in 1976, and has since acquired an MBA from the University of Cape Town. Prior to joining Freeplay, he spent 20 years in the manufacturing industry in South Africa. His career began with Barlow Rand Group, working with several start-ups, including in the bicycle and consumer electronics sector such as Justastart, Generentics Electronics, Superbikes and Western Flyer Cycles.
The Rt Hon Baroness Chalker of Wallasey, 64, Non-executive Director
Before entering Parliament in 1974, Baroness Chalker worked for Kodak Inc, Unilever Limited (Research), Shell Mex, British Telecom plc, Louis Harris International and Barclays Bank Limited. She was appointed a Life Peer in the House of Lords in 1992. Baroness Chalker returned to business in 1997 and joined the World Bank Africa team as an advisor. She formed her own consultancy, Africa Matters Limited, in 1998. Baroness Chalker was appointed as an advisory director of Unilever plc in 1998, and Chairman of its External Affairs and Corporate Relations Committee in 1999. She is also a non-executive Director of Group 5 (Pty) Ltd in South Africa, and of Ashanti Goldfields Company Limited. In 2001, she was appointed to the Presidential Advisory Council on Investment for Nigeria, and now leads the Council for President Obasanjo. Baroness Chalker joined Freeplay in 1997.
Leonard Fassler, 73, Non-executive Director
Mr Fassler is a founder, Director and Chairman of Vytek Wireless, Inc., a privately owned wireless company that has recently announced its merger with California Amplifier, Inc., a NASDAQ quoted company. In 1999 Mr. Fassler co-founded Interliant, Inc., an internet web-hosting company and in 1992, co-founded and served as co-chairman of AmeriData Technologies, Inc., a New York Stock Exchange-listed IT company, acquired by General Electric Capital Corporation in 1996. Prior to AmeriData, Mr. Fassler was co-founder and cochairman of Sage Broadcasting Corp., a NASDAQ-listed company. Mr. Fassler holds a bachelor's degree in business administration from City College of New York and a law degree from Fordham Law School. Mr. Fassler has been associated with Freeplay for over five years.
Gordon Roddick, 62, Non-executive Director
Gordon Roddick co-founded The Body Shop with his wife, Anita Roddick, in 1976 as a one-shop venture in Brighton. As Co-Chairman of The Body Shop, Gordon has devoted considerable energy to providing assistance to disadvantaged groups around the world, through the company's Trading with Communities in Need programme. Mr Roddick brought to the UK the idea of street newspapers and co-founded the Big Issue with John Bird. Mr Roddick joined Freeplay in 1999.
The Technology
Freeplay's core technology revolves around the efficient conversion and storage of applied human energy, and the delivery of this energy on demand as electricity to create self-powered electronic devices. The Directors believe that Freeplay is the world's only exclusive developer of these products, and that it remains at the forefront of technical developments. Since launch of the Group's first product, its wind-up radio, its technology has evolved from spring-based systems (1995), through to hybrid spring/direct charge systems (1998) to the current direct charge only systems supplemented by solar energy (2001). The Group holds a number of patents registered in Great Britain, Europe, North America and South Africa covering its spring based and hybrid technology and has applications pending related to its direct charge technology.
Markets
The Developed World
The developed world accounts for the majority (approximately 70 per cent.) of the Group's projected sales. Although there is a growing general awareness of energy issues and long-term constraints, this may not be the key driver for purchases at present and the principal markets for the Group's products are the outdoor and emergency preparedness markets, the latter of which has been boosted by incidents such as the power blackouts in the US and Europe during 2003 and 2004.
The Group's products are designed to be highly resilient and durable, whilst maintaining consumer appeal as the gift market is regarded as a strategically significant proportion of the Group's business. As the majority of products can use mains or solar power recharging as well as human energy, they can compete directly with traditional radio/illumination product ranges on performance.
The Developing World
In the developing world and to date, Freeplay has primarily targeted Africa where access to electricity is limited. The Group's key product in the developing world/aid market is currently the Lifeline Radio, distributed globally by aid organisations, to support communications efforts in both emergency situations and ongoing education programmes.
Beyond radios however, there are clearly further market opportunities open to the Group to deliver broader energy solutions. In the near term, with the roll-out of mobile phone networks strongly outpacing landlines, particularly in South Africa and Nigeria, the Directors believe that there is a significant potential for Freeplay's mobile phone charger product (the FreeCharge) which was relaunched in the fourth quarter of 2004. It is estimated that there are approximately fifty million mobile phone users on the African continent. It is currently envisaged that this market will be addressed via the relevant communication operators, with the potential to bundle the FreeCharge product with the mobile phone, in place of standard charger units.
The Group is also currently supporting trials for a number of resilient, hand-wound medical products, designed specifically for the developing world, where sophisticated medical electronic products are not frequently utilised to full effect owing to both power and complexity issues. Product development has been sponsored by the Sir Halley Stewart Trust. Products developed to date include a foetal heart rate monitor and a pulse oximeter and further products are planned.
The Products
Radio - Consumer & Outdoors
Models include the Freeplay Ranger, Freeplay Summit , Freeplay Plus and the EyeMax (with light and with weatherband). These products will play for approximately twenty to thirty minutes (volume dependent) per forty-five second wind, and can be rewound at any time. The units can also be powered with its solar cells by sunlight, playing and charging simultaneously. The internal batteries can be fully charged via the solar panel or an AC/DC adapter, to give approximately twenty five hours' playing time once fully charged.
Freeplay's range of radios are positioned both for the outdoors market and particularly in the US, for the emergency preparedness market. The radios are sold through stores specialising in the outdoors and sporting goods, DIY, department stores, consumer electronics and also through catalogues and on-line.
Radio - Humanitarian
Freeplay's Lifeline Radio is not sold in retail outlets but is available to aid and donor agencies, which range from UNICEF through to corporate sponsors such as Vodafone Group plc, for humanitarian broadcasting projects. The units can be powered by wind-up (direct charge) and solar power and have been designed and engineered to be highly robust for use in the harshest of rural conditions and climates. In certain markets the Lifeline Radio is available commercially in a cause-related offering. For example, in a project with a customer C. Crane Company, Inc. for every Lifeline Radio purchased by C. Crane Company, Inc. one Lifeline Radio is donated to the Freeplay Foundation for distribution to one of its humanitarian projects.
Torches
Current models include Sherpa, Jonta and Sherpa LED version. Approximately forty five seconds of winding gives from six minutes to 20 minutes of light, depending on the model. Recharging the torch via an AC/DC adapter allows for approximately five hours of light at normal brightness and thirty minutes at high brightness. The torches are designed for repeated and long-term use. These torches are sold in outdoors and sporting goods stores, DIY and department stores, as well as online, and through catalogues and automotive retailers.
Mobile Phone Charger
The Company has developed a mobile phone charger for the powering of major brands or series of mobile phones. These comprise a generic unit and customised front-end adapter. The internal battery can be charged via the alternator, or an AC/DC adapter, and energy can be stored in the charger itself to be supplied to the mobile phone when required. Approximately forty-five seconds of winding (direct charge) provides about three minutes of call time, and several hours of standby.
Standalone Foot Charger
Freeplay's foot charger is due to be launched commercially in the third quarter of 2005. It will deliver 12 volts of power to a wide range of appliances, including a main voltage inverter. Potential applications will include auto, marine, mobile homes, camping, military, medical and communication. The first market likely to be targeted is the US private marine market.
The Freeplay Foundation
The Freeplay Foundation, which does not form part of the Group and has its own board of trustees, is run by Kristine Pearson, Rory Stear's wife. The Foundation is a fund-seeking organisation with tax-exempt status in the US, a non-profit organisation in the Republic of South Africa and a registered charity in the UK.
The Freeplay Foundation is committed to providing innovative, affordable and practical energy solutions to ensure sustained access to information via radio. The Freeplay Foundation seeks new applications for Freeplay's wind-up and solar powered technology and makes those applications real and tangible, as evidenced in the Lifeline Radio.
After extensive fieldwork, the Freeplay Foundation believed there was an urgent need for a radio designed specifically for the humanitarian sector. The Lifeline Radio, developed by Freeplay, is a robust radio that can be operated easily by adults and children alike, heard by groups of up to forty and powered by either windup or solar-powered energy. Just twenty four months after the concept paper for the Lifeline Radio was written, the first radios were delivered to Burundian refugees living in refugee camps in Tanzania.
The Freeplay Foundation provides Freeplay with contacts and access to developing economies and their subsequent humanitarian requirements. The work of the Foundation in bringing communications to those with little means or infrastructure has been recognised by a number of the world's largest charities. This recognition has enabled Freeplay to sell a large number of its Lifeline Radios and is expected to provide a pipeline into this niche market.
The Foundation receives an annual donation from the Group of $150,000, shares certain administrative resources and the Group provides office accommodation for the Foundation. The Foundation uses the donation from the Group to fund its overheads whilst funds raised externally by the Foundation are used for designated projects carried out by the Foundation. In 2003 over $750,000 external funds were raised by the Foundation to fund humanitarian projects.
An example of such a project is Project Radio Rwanda to provide a Lifeline Radio for child-headed households. Ten years ago, it was estimated that over a million people were killed in Rwanda's 100-day genocide and the events of 1994 has been compounded by HIV/AIDS, leaving many children without parents. Project Radio Rwanda aims to give these children access to much needed information via the Lifeline Radio.
Donors of the Freeplay Foundation include the Vodaphone Group Foundation, Vodacom Foundation, Body Shop, Anglo American, NASDAQ, Rotary Clubs in Ireland and the UK and individuals of high net worth.
Working on a public-private sector partnership model, the Freeplay Foundation collaborates across sub-Saharan Africa with a variety of government ministries such as ministries of education, health, agriculture and labour; UN agencies including UNDP, UNICEF and UNHCR; international Non Governmental Organisations such as World Vision, PATH, CARE, Nelson Mandela Children's Fund, Red Cross and Green Belt Movement; and radio content providers such as Takalani Sesame, Soul Buddyz, Education Development Center and BBC World Service Trust.
-Ends-
For further information, please visit www.freeplayenergy.com or contact:
Freeplay Energy plc†020 7851 2630
Rory Stear, Chairman and Chief Executive Officer
Weber Shandwick Square Mile†020 7851 2630
Susan Ellis, Nick Oborne, Rachel Taylor
Charles Stanley & Co†020 7739 8200
Mark Taylor, Freddy Crossley
-Disclaimer-
This press release, which has been issued by Freeplay Energy plc, has been approved by Charles Stanley & Co. Limited solely for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. Charles Stanley & Co. Limited, which is regulated in the UK by the Financial Services Authority, is representing Freeplay Energy plc and no one else and will not be responsible to anyone other than Freeplay Energy plc for providing the protection afforded to customers of Charles Stanley & Co. Limited or for providing advice in relation to the admission to trading on AIM or any acquisition of securities.
No offer or invitation to acquire shares in Freeplay Energy plc is being made by or in connection with this announcement. Any such offer or invitation will be made solely by means of the prospectus to be published in connection with the proposed admission to trading on AIM of Freeplay Energy plc and any acquisition of shares should be made solely on the basis of the information contained in that document. The value of and the income from shares can go down as well as up. Persons needing advice should consult a professional adviser.
This announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States of America, Canada, Ireland, South Africa, Japan or Australia. This announcement is not for distribution outside the UK, the Channel Islands and the Isle of Man nor to any US person as defined in Regulation S under the United States of America Securities Act of 1933. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions.