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Name | Symbol | Market | Type |
---|---|---|---|
Hsbc Icav Gl Su | LSE:HSGU | London | Exchange Traded Fund |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.021 | 0.20% | 10.457 | 10.45 | 10.464 | 0 | 16:35:15 |
RNS Number:8420E HSBC Global Absolute Limited 19 June 2006 HSBC Global Absolute Limited HSBC Private Bank Building, Rue du Pre, St Peter Port, Guernsey GY1 1LU 19 June 2006 Regulatory News Service London Stock Exchange London EC2N 1HP Dear Sir, The Board of Directors of HSBC Global Absolute Limited announces that the Issue Price in respect of its forthcoming Placing and Offer for Subscription of US Dollar and Sterling Hedged Shares will be as follows: US Dollar Shares USD 1.8229 per Share Sterling Hedged Shares GBP 0.9867 per Share Enquiries: Tina Hugo - HSBC Republic Investments Limited - 020 7860 6525 Tom Harris - Dresdner Kleinwort Wasserstein - 020 7475 6702 APPENDIX: IMPORTANT INFORMATION ABOUT THE PLACING Members of the public are not eligible to take part in the Placing which is only open to investors invited to do so by the Placing Agent ("Relevant Persons"). If you are a Relevant Person and choose to participate in the Placing by accepting an oral offer to acquire Placing Shares you will be deemed to have read and understood this announcement in its entirety and to be accepting such offer on the terms and conditions contained herein and to be providing the representations, warranties and acknowledgements contained in this Appendix. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful. The Shares referred to in this announcement have not been and will not be registered under the Securities Act. The Placing is made outside the United States of America in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S under the US Securities Act of 1933. The distribution of this announcement and the Placing and/or issue of Shares in certain jurisdictions may be restricted by law. No action has been taken by HSBC European Absolute Limited (the "Company") or Dresdner Kleinwort Wasserstein that would permit an offer of such Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Dresdner Kleinwort Wasserstein to inform themselves about, and to observe, any such restrictions. Details of the Placing Agreement and the Shares Dresdner Kleinwort Wasserstein has entered into a placing agreement (the " Placing Agreement") with the Company, HSBC Management (Guernsey) Limited and HSBC Republic Investments Limited whereby Dresdner Kleinwort Wasserstein has, subject to the conditions set out therein, agreed to use its reasonable endeavours as agent of the Company to procure placees to subscribe for Shares at the Issue Price. This announcement gives details of the terms and conditions of, and the procedures and requirements for participation in, the Placing. No commissions will be paid to Placees in respect of any Shares subscribed in the Placing. In addition there will be no United Kingdom stamp duty payable on such Shares. How to participate in the Placing If you have indicated your intention to participate in the Placing, you will be contacted on 26 June 2006 by your usual sales contact at Dresdner Kleinwort Wasserstein. The relevant sales contact will make an oral and legally binding offer for you to subscribe for Shares in the Company. If you accept that offer, a trade confirmation confirming the transaction will be dispatched to you as soon as possible after the close of the Placing. Your oral acceptance of Dresdner Kleinwort Wasserstein's offer to you will constitute a legally binding commitment upon you to subscribe for the agreed number of Shares at the Issue Price and otherwise on the terms and conditions set out in this announcement and in accordance with the Company's memorandum and articles of association. Principal terms of the Placing 1 Dresdner Kleinwort Wasserstein is arranging the Placing as agent of the Company. 2 Participation in the Placing will only be available to persons invited to participate by Dresdner Kleinwort Wasserstein. 3 The conditional offer by the Company through its agent Dresdner Kleinwort Wasserstein to each proposed Placee to participate in the Placing shall be constituted by this announcement, the Prospectus and a telephone call from Dresdner Kleinwort Wasserstein on or after the date of this announcement specifying the number of Shares being offered for subscription. It shall be accepted at the end of that telephone call (if the Placee should so decide) by the Placee and, if so accepted, confirmed by the issue by Dresdner Kleinwort Wasserstein to the Placee of a trade confirmation. The acceptance by the Placee will constitute a legally binding commitment by the Placee to subscribe for and pay for the Shares in respect of which the offer is accepted, and as an acceptance of all of the terms and conditions and the further information set out in this announcement and the Prospectus. 4 Oral acceptance of an offer to subscribe for Shares is binding and irrevocable but Dresdner Kleinwort Wasserstein reserves the right to scale back the number of Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. 5 Dresdner Kleinwort Wasserstein reserves the right not to accept offers to subscribe Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of Dresdner Kleinwort Wasserstein. 6 The Placing is expected to close at close of business on 26 June 2006 but may be closed earlier at the sole discretion of Dresdner Kleinwort Wasserstein. Dresdner Kleinwort Wasserstein may choose to make offers to subscribe Shares after the Placing has closed. Conditions of the Placing The Placing is conditional on, inter alia: 1 Admission in accordance with the Listing Rules and the London Stock Exchange Admission and Disclosure Standards on or before 29 June 2006 or by such later date as Dresdner Kleinwort Wasserstein may agree, being no later than 8.00 a.m. on 31 August 2006. 2 The Placing Agreement not being terminated in accordance with its terms. Dresdner Kleinwort Wasserstein shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments. If, (a) the condition relating to Admission noted at paragraph 1 above is not satisfied at or prior to 29 June 2006 (or by such later date as Dresdner Kleinwort Wasserstein may agree, being no later than 31 August 2006), or (b) the Placing Agreement is terminated, or (c) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim can be made by a Placee in respect thereof. By participating in the Placing each Placee agrees that its rights and obligations in respect of its subscription under the Placing terminate only in the circumstances described above and will not be capable of rescission or termination by it. Right to terminate under the Placing Agreement Dresdner Kleinwort Wasserstein has the right to terminate its obligations under the Placing Agreement at any time prior to Admission in the event, inter alia, of: 1 in the opinion of Dresdner Kleinwort Wasserstein, any of the warranties given by the Company, HSBC Management (Guernsey) Limited and/or HSBC Republic Investments Limited in the Placing Agreement not being true and accurate or any event occurring or circumstance arising whereby any of such warranties ceases to be true and accurate; or 2 the Company not complying in any material respect with its obligations under the Placing Agreement ; or 3 in the opinion of Dresdner Kleinwort Wasserstein, there being a material adverse change in the financial position or prospects of the Company; 4 in the absolute discretion of Dresdner Kleinwort Wasserstein, there being a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any Stock Exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking as would be likely to prejudice the success of the Placing. By participating in the Placing each Placee agrees with Dresdner Kleinwort Wasserstein that the exercise by Dresdner Kleinwort Wasserstein of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Dresdner Kleinwort Wasserstein and that Dresdner Kleinwort Wasserstein need make no reference to any Placee and shall have no liability to any Placee whatsoever in connection with any such exercise or failure to do so. Prospectus The Prospectus has been published in connection with the Placing and Admission. The Prospectus has been approved by the UK Listing Authority. Other than the terms and conditions set out in this announcement, a Placee may only rely on the information contained in the Prospectus in deciding whether or not to participate in the Placing. Registration and settlement Settlement of transactions in the Shares following Admission will take place within the CREST system. Placees will receive any shares placed with them in uncertificated form by registration to their CREST member account. Placees to whom Shares are allocated in the Placing will be sent a trade confirmation. Settlement will, unless otherwise agreed, be on a T+3 basis (being 3 days after the date on which trade confirmations are despatched) and will be required to be made within CREST. It is expected that settlement will take place on 29 June 2006. Time shall be of the essence as regards the obligations of placees to settle payment for the Shares and to comply with their obligations under this Appendix. Interest is chargeable daily on payments to the extent that value is received after the due date at rate of 2.0 per cent. per annum above Barclays Bank plc's rate from time to time. If a Placee does not settle payment when due, Dresdner Kleinwort Wasserstein may (as agent for such Placee) sell the Shares allocated to such Placee and retain from the proceeds an amount equal to the Issue Price payable plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Issue Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares. Dresdner Kleinwort Wasserstein reserves the right to settle allocations in certificated form if for any reason it wishes to do so. By participating in the Placing, each Placee represents, warrants, acknowledges and agrees that: (i) no reliance is placed on any information in relation to the Company, the Placing or in relation to the Shares other than that contained in the Prospectus and that none of the Company, its Directors and Dresdner Kleinwort Wasserstein or any person acting on behalf of them shall have any liability for any such information or representation, provided that nothing in this paragraph shall exclude the liability of any person for any fraudulent misrepresentation made by that person; (ii) it has read the Prospectus in its entirety and acknowledges that its participation in the Placing will be governed by the terms of the Prospectus; (iii) in connection with the Placee's placing participation, the Placee has observed the laws of all requisite territories, obtained any requisite governmental or national consents, complied with all relevant formalities and paid any issue, transfer or other taxes due in connection with its participation in any territory and that it has not taken any action which will or may result in the Company or Dresdner Kleinwort Wasserstein being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing; (iv) the Placee is, or at the time the Shares are subscribed for will be, the beneficial owner of such Shares and is not a resident of Canada, Japan, the Republic of South Africa or Australia and the Placee is located outside of Canada, Japan, the republic of South Africa and Australia and is not a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the "United States") or acting on a non-discretionary basis for a person in the United States, and is acquiring the Shares in an offshore transaction under Regulation S under the US Securities Act of 1933; (the "Securities Act"); (v) if the Placee is in the UK, the Placee has complied with its obligations in connection with money laundering under Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2000 (as amended) and the Money Laundering Regulations 2003 (the "Regulations") and, if it is making a payment on behalf of a third party, the Placee is an authorised institution bound by such regulations and satisfactory evidence has been obtained and recorded by the Placee to identify the identity of such third party as required by such Regulations; (vi) the Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of Financial Services and Markets Act 2000 ("FSMA") relating to the Shares in circumstances in which Section 21(1) of FSMA does not require approval of the communication by an authorised person; (vii) the Placee has complied and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the United Kingdom; (viii) the Placee irrevocably appoints any director of Dresdner Kleinwort Wasserstein as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Shares agreed to be taken up by it under the Placing; (ix) by subscribing for Shares in the Placing, each Placee agrees that the waiver by Dresdner Kleinwort Wasserstein of any condition of the Placing Agreement or the extension of the time for fulfilment of any of its conditions or the exercise or otherwise of the right to terminate the Placing Agreement shall be within Dresdner Kleinwort Wasserstein's absolute discretion and that neither Dresdner Kleinwort Wasserstein nor the Company shall have any liability to any Placee whatsoever in connection with any decision to waive such condition or extend the time for satisfaction of any such condition or the decision as to the exercise or otherwise the right to terminate the Placing Agreement; (x) the Placee has all necessary consents and authorities to enable it to give its commitment to this participation and to perform its obligations in relation thereto; (xi) the person whom the Placee specifies for registration as holder of the Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. Neither Dresdner Kleinwort Wasserstein nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of the Placee agrees to subscribe on the basis that the Placing will be allotted to the CREST stock account of Dresdner Kleinwort Wasserstein who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions; (xii) Dresdner Kleinwort Wasserstein is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction it may enter into in connection with the Placing or otherwise. In addition, Dresdner Kleinwort Wasserstein is not acting for the Placee, nor will be responsible to the Placee for providing the protections afforded to their customers or for advising it on the Placing or the Prospectus; (xiii) it has read and understands this announcement; (xiv) the Shares will be issued subject to the terms and conditions of this Appendix and otherwise as stated in the Prospectus; and (xv) this Appendix and all documents and agreements into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. The Company, HSBC Management (Guernsey) Limited, HSBC Republic Investments Limited and Dresdner Kleinwort Wasserstein will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements.Dresdner Kleinwort Wasserstein, which is authorised and regulated by the Financial Services Authority, is acting for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein or for affording advice in relation to the Placing. END This information is provided by RNS The company news service from the London Stock Exchange END IOEBRGDLDBBGGLC
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