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Standard Chartered PLC Share Issue/Capital Change 2010
4648_rns_2010-10-21_228e81f1-4329-46ce-9210-a827bda83556.pdf
Share Issue/Capital Change
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Form A
表格甲
2010
IMPORTANT
重要提示
Please staple your payment here
請將股款 繁衍在此
Reference is made to the prospectus (the "Rights Issue Prospectus") issued by Standard Chartered PLC (the "Company") dated 15 October 2010 in relation to the Rights Issue. Terms defined in the Rights Issue Prospectus shall bear the same meanings when used herein unless the context otherwise requires.
或是此進行集團有限公司订单公司只於二零一零年十月十五日發佈股刊發之併股章程(「併股章程」)一致文義另有待海外，於併股章程中所界定之詞彙與本文件或用者具相同涵義。
若YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, OR IF YOU HAVE SOLO ALL OR PART OF YOUR EXISTING ORDINARY SHARES (OTHER THAN EX-RIGHTS), YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER INDEPENDENT FINANCIAL ADVISER.
閣下如前應提取之行動有任何疑問或說閣下已回答閣下若下全部或部份之現有普通股(不包括除權)應即時尋求閣下之股票經紀、銀行結算、律師、會計師、基金經理或其他獨立財務顧問提供之個人財務會見。
THIS DOCUMENT IS OF VALUE, IS NEGOTIABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT EXPIRES AT 4:00 P.M. ON 5 NOVEMBER 2010.
本文件具有價值且可轉讓、無誤閣下之即處理。本文件所載之要約於二零一零年十一月五日下午四時正繳之。
Dealing in the securities of the Company and the Nil Paid Rights and the New Ordinary Shares may be settled through CCASS and you should consult a stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests. Existing Ordinary Shares have been dealt in on an ex-rights basis from 18 October 2010 to 2 November 2010 (both days inclusive).
若公司的證券、未融資權利及新普通股之買賣可通過中央或貿易證券行交易。閣下應該擬股票經紀、銀行結算、律師、會計師、基金經理或其他獨立財務顧問。以下稱或算定該評價以及有關定款可能如何影響閣下之權利及權益。在二零一零年十月十八日前，現有普通股按照權益準進行交易。未撤款權利將於二零一零年十月二十五日至二零一零年十一月二日（直距兩天包括在內）期間買賣。
This provisional allotment letter in relation to the Rights Issue (the "Provisional Allotment Letter") and any acceptance of and application made under it shall be governed by, and construed in accordance with, English law.
有關併股之暫定配牌通知書(暫定配牌通知書)以及據此作出之任何接納及申請請至英國法例監管、全面其註釋。
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
香港交易及結算公共股票之股票經紀及其結算公共股票僅併有股票有限公司前本文件之內容載不換責、剝其準確性或完整性亦不發表任何聲明。並將價格及一般不對因本文件全部或任何部分內容而產生或因係稱該等內容而引致之任何喪失承擔任何責任。
Subject to the granting of the listing of, and permission to deal in, the Nil Paid Rights and the New Ordinary Shares on the Hong Kong Stock Exchange, and subject to compliance with the stock admission requirements of HKSCC, the Nil Paid Rights and the New Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Nil Paid Rights and the New Ordinary Shares or such other date(s) as determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the "General Rules of CCASS" and the "CASS Operational Procedures" in effect from time to time.
於未撤款權利及新普通股賣賣者關於所批准之外及買賣並符合當地核算公司之股份收納規定後，未撤款權利及新普通股將獲受理核算公司接納為合資格證券。在未撤款權利及新普通股各自開始買賣之日或受理核算公司指定之其他日限前，可在中央或貿易紙內借印、核算及交收。香港聯交所參與者之間於任何交易日進行之交易，請於其後第二個交易日於中央或貿易紙內交收。中央或貿易紙內之一切活動均須根據平時有效之《中央或貿易紙一般規則》及《中央或貿易紙違約程序規則》進行。
Standard Chartered PLC
（渣打集團有限公司）
(Incorporated as a public limited company in England and Wales with registered number 966425)
(於英格蘭及威爾士註冊成立的公眾有限公司，註冊編號 966425）
(HK Stock Code: 2888)
(香港股份代號：2888)
1 FOR 8 RIGHTS ISSUE OF NEW ORDINARY SHARES
AT HK$156.82 PER NEW ORDINARY SHARE
PAYABLE IN FULL ON ACCEPTANCE
BY NOT LATER THAN 4:00 P.M. ON 5 NOVEMBER 2010
八股供一股發行新普通股
每股新普通股之價格為156.82港元
股款須不遲於二零一零年十一月五日下午四時正接納時繳足
PROVISIONAL ALLOTMENT LETTER
暫定配額通知書
Provisional Allotment Letter number
暫定配額通知書編號
Name(s) and address of the Qualifying Shareholder(s)
合資格股東姓名及地址
hereof
Name of bank on which cheque/
banker's cashier order is drawn
及第/銀行本債前付息銀行名稱
Cheque/banker's cashier
order number:
及第/銀行本債號碼
Please insert your contact telephone no:
請來上閣下聯絡電話號碼
I copy of this form, together with a copy of the Rights Issue Prospectus (together, the "Prospectus Documents"), has been registered by the Registrar of Companies in Hong Kong as required by Section 542C of the Hong Kong Companies Ordinance. The Securities and Futures Commission and the Registrar of Companies in Hong Kong have no responsibility for any use of them documents.
本身指請於所指章程（註冊）章程文件（一）通知書修正可繳到第542C條之規定規定章程中可註冊處理此一證券及期貨事務監察委員會及香港公司註冊處處長就任何證券文件之內容概不換責。
No person receiving the Rights Issue Prospectus or a Provisional Allotment Letter in any territory outside Hong Kong may treat it as an offer or invitation to apply for the New Ordinary Shares, unless in the relevant territory such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to accept the New Ordinary Shares to satisfy itself/should/should the conditions, before exercising any rights to accept the provisions/ allotment of New Ordinary Shares, as to the observance of the laws and regulations of all relevant territories, including obtaining any governmental or other consents, and to use any leave and duties required to be paid in such territory to consecutive discounts. The Company reserves the right to refuse to accept any acceptance of provisionally, or if the individual books and/or other documents stating or resulting in applicable securities or options that bring an amount of interest that bring an amount of interest to the New Ordinary Shares.
BOK A
甲權
Total number of Existing Ordinary Shares in your name(s) at the close of business on 19 October 2010
於二零一零年十月十九日發案時開始表格，登記於閣下若下之現有普通股總數
BOK B
乙權
Total number of New Ordinary Shares provisionally allotted to you subject to payment in full on acceptance by not later than 4:00 p.m. on 5 November 2010
暫定配發予閣下之新普通股總數，有關股息普通請於二零一零年十一月五日下午四時正前接納時繳足
BOK B
乙權
Total subscription monies payable on acceptance in full
於接納時應撤去之股息
BOK C
丙權
HK$ 填充
A copy of this form, together with a copy of the Rights Issue Prospectus (together, the "Prospectus Documents"), has been registered by the Registrar of Companies in Hong Kong as required by Section 542C of the Hong Kong Companies Ordinance. The Securities and Futures Commission and the Registrar of Companies in Hong Kong have no responsibility for any use of them documents.
本身指請於所指章程（註冊）章程文件（一）通知書修正可繳到第542C條之規定規定章程中可註冊處理此一證券及期貨事務監察委員會及香港公司註冊處處長就任何證券文件之內容概不換責。
No person receiving the Rights Issue Prospectus or a Provisional Allotment Letter in any territory outside Hong Kong may treat it as an offer or invitation to apply for the New Ordinary Shares, unless in the relevant territory such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to accept the New Ordinary Shares to satisfy itself/should/should the conditions, before exercising any rights to accept the provisions/ allotment of New Ordinary Shares, as to the observance of the laws and regulations of all relevant territories, including obtaining any governmental or other consents, and to use any leave and duties required to be paid in such territory to consecutive discounts. The Company reserves the right to refuse to accept any acceptance of provisionally, or if the individual books and/or other documents stating or resulting in applicable securities or options that bring an amount of interest that bring an amount of interest to the New Ordinary Shares.
BOK C
甲權
Total subscription monies payable on acceptance in full
於接納時應撤去之股息
BOK C
丙權
HK$
| BOK A |
|---|
| 甲權 |
| Total number of New Ordinary Shares provisionally allotted to you subject to payment in full on acceptance by not later than 4:00 p.m. on 5 November 2010 |
| 暫定配發予閣下之新普通股總數，有關股息普通請於二零一零年十一月五日下午四時正前接納時繳足 |
| BOK B |
| 乙權 |
| Total subscription monies payable on acceptance in full |
FOLKCOURT THIS PROVISIONAL ALLOTMENT OF THE NEW ORDINARY SHARES IN FULL YOU HAVE LOEVE THIS DOCUMENT. TOGETHER WITH A REMITTANCE IN HONG KONG DOLLARS FOR THE AMOUNT SHOWN IN BOX C AIDING INTACT WITH THE COMPANY'S HONG KONG SHARE REGISTRATIONS (OR THE COMPANY'S HONG KONG INVESTOR SERVICES LIMITED AT REGISTERED TO THE 17TH FLOOR, HOPKING), CENTER, 18 CILKKHO ROAD EAST HANG KONG, HONG KONG AS MENTIONED IN THE RIGHTS ISSUE PROSPECTUS BY NO LATER THAN 4:00 P.M. ON 5 NOVEMBER 2010. ALL RIGHTS INDED MUST BE MADE IN HONG KONG DOLLARS AND BY CHEQUE OR CHOVER'S ORDER. CHEQUES MUST BE GIVAIN ON AN ACCOUNT WITH, AND CHOVER'S ORDERS MUST BE ISSUED BY A LICENSED BANK IN HONG KONG. ALL SUCH CHEQUES OR CHOVER'S ORDERS MUST BE MADE PAYABLE TO "Standard Chartered PLC Rights Issue". AND MUST BE CROSSED, INSTRUCTIONS OR TRANSFER AND SPLITTING ARE SET OUT ON THE PAGE ATTACHED TO THIS PROVISIONAL ALLOTMENT LETTER. NO RECEIPT WILL BE MADE FOR SUCH CHEQUE OR CHOVER'S ORDER.
閣下如若應接納新普通股之暫定配額，必須將本文件整回請寫以填次審計(上則所屬所次之全數查填，於二零一零年十一月五日下午四時正前接入於新股章程中所經多公司之香港股份資产登記處簽填所有證券登記有限公司，他以為香港債仔皇后大廈第1段開支和中小行情行法(行法開支，在本原項引用上及第1段則只於第11項大撤行，本單項以在香港之核算銀行戶口開出，而發行本單項由香港之核算銀行借出，所有證券交易或銀行本單項註明投資人或「Standard Chartered PLC Rights Issue」)支項以劃換方式買出。有關根據本方針之指示書於本暫定監察通知書內所含書，擬取得不當聲明申請。
The Rights Issue is conditional upon the fulfilment of the conditions set out in the paragraph headed "Terms and conditions of the Rights Issue" under the part headed "Terms of the Rights Issue" of the Rights Issue Prospectus. If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed.
併設或併併該章程中1條普通股(一)是1條提供請簽支權利(二)使用書之條件後回復(三)不完整、後移除之條件未能減免、除併股將不審進行。
The Rights Issue will proceed on a fully underwritten basis. The Underwriting Agreement will not be subject to any right of termination after 06 Admission. The terms of the Underwriting Agreement are summarised in Part XIII of the Rights Issue Prospectus.
將會將指定價格併入香港會計(或其實是大錢，但兩個價格不同，但不一定之權利和保險，也與版權和保險權力的併股章程第十六部分。
Any Shareholders or other persons contemplating dealing in the New Ordinary Shares or Nil Paid Rights is recommended to consult his/her own professional advisers. For the avoidance of doubt, we do not accept any special instructions written on this Provisional Allotment Letter.
任何有意買賣新普通股或未撤款權利之股東或其他人士，應請請請使用專業顧問之意見。由各另組、任何在本暫定監察通知書上所提示手段指示，本公司再不予處理。
IN THE EVENT OF TRANSFER OF THE RIGHT TO SUBSCRIBE FOR NEW ORDINARY SHARE(S) REPRESENTED BY THIS DOCUMENT, AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE RIGHTS TO SUBSCRIBE FOR THE NEW ORDINARY SHARE(S) REPRESENTED BY THIS DOCUMENT.
在轉讓認購本文件所指之新普通股之權利時，每宗買賣雙方均須繳付從償印花稅。除出售以外，續贈或轉讓實益權益亦須繳付從償印花稅。在登記任何轉讓認購本文件所指之新普通股之權利前，須出示已繳付從償印花稅之證明。
Form B
表格乙
FORM OF TRANSFER AND NOMINATION
轉讓及提名表格
(To be completed and signed only by the Qualifying Shareholder(s) who wish(es) to transfer all of its/his/her/their right(s) to subscribe for the New Ordinary Shares comprised herein)
（僅供有意轉讓其全部認購本表格所列新普通股之權利之合資格股東填寫及簽署）
To the Directors,
Standard Chartered PLC
致： 渣打集團有限公司
列位董事 台照
Dear Sirs,
I/We* hereby transfer all of my/our rights to subscribe for the New Ordinary Shares comprised in this Provisional Allotment Letter to the person(s) accepting the same and signing the registration application form (Form C) below.
敬啟者：
本人／吾等*謹將本暫定配額通知書所列本人／吾等認購新普通股之全部權利轉讓予接受此權利並簽署下列登記申請表格(表格丙)之人士。
Signature(s) of Qualifying Shareholder(s) (all joint Shareholders must sign)
合資格股東簽署(所有聯名股東均須簽署)
Date 日期： _______
Ad valorem stamp duty is payable by the transferor(s) if this form is completed.
如已填妥本表格，轉讓人須繳納從償印花稅。
Form C
表格丙
REGISTRATION APPLICATION FORM
登記申請表格
(To be completed and signed only by the person(s) to whom the right to subscribe for the New Ordinary Share(s) is being transferred)
（僅供獲轉讓可認購新普通股之權利之人士填寫及簽署）
To the Directors,
Standard Chartered PLC
致： 渣打集團有限公司
列位董事 台照
Dear Sirs,
I/We request you to register the number of New Ordinary Shares mentioned in Box B of Form A in my/our name(s). I/We* agree to accept the same on the terms set out in this Provisional Allotment Letter and the accompanying Rights Issue Prospectus and subject to the articles of association of the Company.
敬啟者：
本人／吾等謹請閣下將表格甲中乙欄所列數目之新普通股登記於本人／吾等名下，本人／吾等*同意按照本暫定配額通知書及隨附之供股章程所載之條款，並在貴公司之公司章程之規限下接納此等股份。
| Existing shareholder(s) please mark "X" in this box
現有股東請在欄內填上「X」號 | | | |
| --- | --- | --- | --- |
| To be completed in block letters in English. Joint applicants should give the address of the first named applicant only.
請用英文大楷填寫。聯名申請人僅須填寫排名首位之申請人之地址。
For Chinese applicants, please provide your name in both English and Chinese.
中國籍申請人請同時填寫中、英文姓名。 | | | |
| Name of applicant in English
申請人英文姓名 | Family name 姓氏 Other name(s) 名字 | | Name in Chinese
中文姓名 |
| Name continuation and/or name(s) of joint applicants in English (if applicable)
購姓名及／或聯名申請人英文姓名
(如適用) | | | |
| | | | |
| Address in English (Joint applicants should give the address of the first named applicant only)
英文地址(聯名申請人僅須填寫排名首位之申請人之地址) | | | |
| | | | |
| | | | |
| Occupation
職業 | | | Tel. No.
電話號碼 |
| Dividend instructions 滾息指示 | | | |
| Name and address of bank
銀行名稱及地址 | | Bank account no. 銀行戶口號碼 | |
| | | Account Type 順戶類別 | For office use only 公司專用 |
Signature(s) of applicant(s) (all joint applicant(s) must sign) 申請人簽署(所有聯名申請人均須簽署)
Date 日期： _______
NOTE: Hong Kong stamp duty is payable by the transferee(s) if this form is completed.
附註： 填妥此表格後，承讓人須繳納香港印花稅。
-
Delete as appropriate
-
刪去不適用者
Standard Chartered
Standard Chartered PLC
(Incorporated as a public limited company in England and Wales with registered number 966425)
(HK Stock Code: 2888)
22 October 2010
Dear Qualifying Shareholder(s),
In accordance with the terms and conditions of this provisional allotment letter and those set out in the Rights Issue Prospectus and subject to the articles of association of the Company, you have been provisionally allotted, conditional upon HK Admission becoming effective by no later than 9:30 a.m. on 25 October 2010 (or such later time and/or date as the Company and the Banks may agree), the number of New Ordinary Shares set out in Box B on the cover page of this Provisional Allotment Letter. New Ordinary Shares have been provisionally allotted to all Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with registered addresses in the Excluded Territories) in the proportion of 1 New Ordinary Share for every 8 Existing Ordinary Shares registered in their name at close of business on 19 October 2010. Each New Ordinary Share will, when allotted, issued and fully paid, rank pari passu in all respects with each Existing Ordinary Share including the right to receive all dividends or other distributions made, paid or declared after the date of allotment and issue of the New Ordinary Shares. Fractions of New Ordinary Shares have not been provisionally allotted and fractional entitlements have been rounded down to the nearest whole number of the New Ordinary Shares. You have the rights to acquire for the New Ordinary Shares provisionally allotted to you at a price of HK$156.82 per New Ordinary Share payable in full on acceptance, in the manner set out below, by not later than 4:00 p.m. on 5 November 2010. You may, subject to the section entitled "Overseas Shareholders" below, accept all or any number of the New Ordinary Shares offered to you hereunder or dispose of your right to all or any of them. If you wish to accept only part of your provisional allotment and to transfer the remainder you should refer to the instructions in the section entitled "Splitting" below. If you wish to transfer all of the rights to New Ordinary Shares you should refer to the instructions in the section entitled "Transfer" below. A summary of the rights attaching to the New Ordinary Shares is set out in Part IX of the Rights Issue Prospectus.
PROCEDURE FOR ACCEPTANCE
To take up your provisional allotment, you must lodge the whole of this provisional allotment letter intact with the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 165 Queen's Road East, Wanchai, Hong Kong together with a remittance for the full amount payable on acceptance of the number of New Ordinary Shares provisionally allotted to you as set out in Box C, so as to be received by not later than 4:00 p.m. on 5 November 2010. All remittances must be made in Hong Kong dollars. Cheques must be drawn on a bank account with, and cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to "Standard Chartered PLC Rights Issue" and crossed "Account Payee Only". Such payment will constitute acceptance of the provisional allotment on the terms of this provisional allotment letter and the Rights Issue Prospectus and subject to the articles of association of the Company.
It should be noted that unless this provisional allotment letter, together with the appropriate remittance for the amount shown in Box C, has been physically received as described above by not later than 4:00 p.m. on 5 November 2010 whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights hereunder will be deemed to have been declined and will lapse.
EFFECT OF COMPLETING AND SUBMITTING THE PROVISIONAL ALLOTMENT LETTER
By completing and submitting this provisional allotment letter you (and if you are joint applicants, each of you jointly and severally) for yourself or as agent or nominee and on behalf of each person for whom you act as agent or nominee:
- agree (subject to applicable laws and without prejudice to any other rights which you may have) that once your acceptance of the provisional allotment of New Ordinary Shares has been received and/or accepted, you may not rescind it because of an innocent misrepresentation;
- agree that your acceptance of the provisional allotment of New Ordinary Shares and the resulting contract/contracts will be governed by and construed in accordance with English law;
- agree to disclose to the Company, and/or its Hong Kong Share Registrar and their respective advisers and agents personal data and any information which they require about you or the person(s) for whose benefit you have made the acceptance of the provisional allotment of New Ordinary Shares. The Personal Data (Privacy) Ordinance (Cap. 488) provides the holders of securities with rights to ascertain whether the Company or its Hong Kong Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. In accordance with the Personal Data (Privacy) Ordinance (Cap. 486), the Company and its Hong Kong Share Registrar have the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Company, at its registered office or principal place of business in Hong Kong as stated on the cover of this provisional allotment letter or as notified from time to time in accordance with applicable law, for the attention of the Group Company Secretary or (as the case may be) the Company's Hong Kong Share;
- agree with the Company, and each shareholder of the Company, and the Company agrees with each of its shareholders, to observe and comply with the Hong Kong Companies Ordinance and the articles of association of the Company;
- agree with the Company and each shareholder of the Company that the Existing Ordinary Shares in the Company are freely transferable by the holders thereof;
- warrant the truth and accuracy of the information in your acceptance of the provisional allotment of New Ordinary Shares; and
- if the laws of any place outside Hong Kong are applicable to your application, agree and warrant that you have complied with all such laws and neither the Company nor the Banks nor any of their respective officers or advisers will infringe any law outside Hong Kong as a result of your acceptance of the provisional allotment of New Ordinary Shares, or any action arising from your rights and obligations under the terms and conditions contained in the Rights Issue Prospectus.
TRANSFER
If you wish to transfer all of your New Ordinary Shares provisionally allotted to you hereunder, you must complete and sign the form of transfer and nomination (Form B) and hand this provisional allotment letter to the person(s) to or through whom you are transferring your New Ordinary Shares. The transferee(s) must then complete and sign the registration application form (Form C) and lodge this provisional allotment letter intact together with a remittance for the full amount payable on acceptance as set out in Box C with the Hong Kong Share Registrar so as to be received by not later than 4:00 p.m. on 5 November 2010. It should be noted that Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant New Ordinary Shares. It will not be possible to transfer the Nil Paid Rights represented by this PAL into rights to acquire New Ordinary Shares to be registered on the UK register of members.
SPLITTING
If you wish to accept only part of your provisional allotment or transfer a part of your right to subscribe for the New Ordinary Shares provisionally allotted under the provisional allotment letter or to transfer all of your rights to subscribe for the New Ordinary Shares provisionally allotted under the provisional allotment letter, the original provisional allotment letter must be surrendered by not later than 4:30 p.m. on 28 October 2010 to the Hong Kong Share Registrar who will cancel the original provisional allotment letter and issue new provisional allotment letter(s) in the denominations required. The provisional allotment letter contains full information regarding the procedures to be followed if you wish to accept only part of your provisional allotment or if you wish to transfer all or part of your provisional allotment.
TERMINATION OF THE UNDERWRITING AGREEMENT
The Underwriting Agreement will not be subject to any right of termination after UK Admission. The terms of the Underwriting Agreement are summarised in Part XVI of the Rights Issue Prospectus.
WITHDRAWAL RIGHTS
Persons wishing to exercise statutory withdrawal rights under section 87Q(d) of FSMA after a supplementary prospectus (if any) in respect of the Rights Issue Prospectus has been published by the Company, must do so by sending a written notice of withdrawal which must include the account number, the full name and address of the person wishing to exercise such right of withdrawal and, if such person is a CLASS member, the participant ID and the member account ID of such CLASS member, to Computershare Hong Kong Investor Services Limited (for further details Shareholders should contact Computershare Hong Kong Investor Services Limited on 2862 8699 (from inside Hong Kong) or +852 2862 8699 (from outside Hong Kong)), so as to be received no later than two Business Days after the date on which the supplementary prospectus is published. Withdrawal is effective as at the time of receipt of the withdrawal notice by Computershare Hong Kong Investor Services Limited. Notice of withdrawal given by any other means or which is deposited with or received by Computershare Hong Kong Investor Services Limited after expiry of such period will not constitute a valid withdrawal. Furthermore, the exercise of withdrawal rights will not be permitted after payment by the relevant person in respect of their New Ordinary Shares in full and the allotment of the New Ordinary Shares to such person becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers. Provisional allotments of entitlements to New Ordinary Shares which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements to New Ordinary Shares will be subject to the provisions of paragraph 8(a) of Part IX of the Rights Issue Prospectus as if the entitlement had not been validly taken up.
OVERSEAS SHAREHOLDERS
The attention of Overseas Shareholders is drawn to Section 9 of Part IX of the Rights Issue Prospectus.
The offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons resident or located in, or who are citizens of, or who have a registered address in countries other than the United Kingdom, Republic of Ireland, France or Hong Kong may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to take up their rights.
CHEQUES AND CASHIER'S ORDERS
All cheques and cashier's orders will be presented for payment immediately upon receipt and any interest earned on such monies will be retained for the benefit of the Company. If any cheque or cashier's order is not honoured upon first presentation, this provisional allotment letter is liable to be rejected, and in that event the provisional allotment and all rights thereunder will be deemed to have been declined and will lapse.
GENERAL
Lodgement of this provisional allotment letter with, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour it has been issued shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive split letters of allotment and/or certificates for Existing Ordinary Shares.
This provisional allotment letter and any acceptance of the offer contained in it shall be governed by and construed in accordance with English law.
Further copies of the Rights Issue Prospectus giving details of the Rights Issue are available from the Company's principal place of business in Hong Kong at 32nd Floor, 4-4A Des Voeux Road, Central, Hong Kong and at the Hong Kong Share Registrar at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong during normal business hours.
By Order of the Board
22 October 2010