Exhibit 4.8
SECURITIES SUBSCRIPTION AGREEMENT
Futuremedia Public Limited Company
Media House, Arundel Road
Walberton, Arundel
West Sussex, BN 18 0QP
Gentlemen:
The undersigned understands that the Company is hereby making an offer
(the "Offer") of up to an aggregate of 7,646,1554 Ordinary Shares, 1-1/9 xxxxx
per share, of the Company (the "Shares") at a purchase price of $0.065 per
Ordinary share.
The Offer will expire on September 30, 2002 unless extended by the
Company, in its sole discretion (the "Expiration Date").
This offer document is exempt from the general restriction (in section
21 of FSMA, as defined below) on communication of invitations or inducements to
engage in investment activity on the grounds that it is made to a certified high
net worth individual. The content of this communication has not been approved by
an authorised person and such approval, unless this exemption or any other
exemption applies, is required by section 21 of FSMA. Reliance on this
communication for the purpose of engaging in any investment activity may expose
the individual to a significant risk of losing all property invested. Any person
who is in doubt about the investment to which this communication relates should
consult an authorised person specializing in investments of the kind in
question.
1. Subscription. Subject to the terms and conditions of this Agreement,
the undersigned hereby tenders this subscription for the purchase of the number
of Shares set forth on the signature page of this Agreement. Payment of the
aggregate purchase price is required at the time of delivery of this Agreement
to the Company. The undersigned acknowledges that, in order to subscribe, the
undersigned must deliver, to the attention of Xxxxx Xxxxxx at the Company, prior
to the Expiration Date, one executed copy of this Agreement.
2. Risk Factors. The undersigned acknowledges and is aware that investment
in the Shares involves a substantial degree of risk and should be regarded as
highly speculative. As a result, the subscription for Shares should be
considered only if the undersigned can reasonably afford a loss of its entire
investment. The undersigned should carefully consider, among other things, the
following factors relating to the Company:
(a) Financial Condition and Liquidity. As of December 31, 2001 on an
unaudited basis, the Company had a working capital deficiency of GBP767,000
(U.S. $1,088,000). There is therefore a recognised need to secure additional
funding.
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The Company owns a freehold property, which is being actively
marketed with a view to disposal in the short term. The anticipated sale
proceeds of this building, net of the long-term loan, will provide additional
funds. In addition, management has plans, which it is currently implementing,
for further reductions in its cost base. By so reducing its cost base,
management believes it will still retain its ability to service its current
customer base and to exploit new opportunities using its existing technology,
although it will have curtailed its capacity for developing future products.
The Company will, depending upon its future results of
operations, its then current level of activities, and the amount of net proceeds
raised hereunder, require additional capital in both the short and long term.
There are no assurances that the Company will be successful in
any of the above, or that any new funds will be made available on terms
acceptable to the Company. There is therefore substantial doubt that the Company
will be able to continue as a going concern.
(b) New Products and Technological Change. The Company's business
will be significantly impacted by technological changes and innovations. The
market for the Company's products is characterised by rapidly changing
technology, evolving industry standards and frequent introductions of new
products. The Company's success depends upon its ability to enhance its existing
products and to introduce new competitive products with features that meet
changing customer requirements. As new products are introduced, the Company must
attempt to monitor closely the range of its products to be replaced and to phase
out their production and distribution in a controlled manner. There can be no
assurance, however, that such product transitions will be executed without
adversely affecting overall product sales or that the Company will be successful
in identifying, developing, and marketing new products or enhancing its existing
products. The Company's business would be adversely affected if the Company were
to incur delays in developing new products or enhancements or if such products
or enhancements did not gain market acceptance. In addition, there can be no
assurance that products or technologies developed by one or more of the
Company's present or potential competitors could not render obsolete both
present and future products of the Company.
(c) Limited Product Duration. There is no assurance that the useful
life of any product will be long enough to enable the Company to recover its
development costs. In addition, sales of certain of the Company's products
generally may tend to decline over time unless the products are enhanced or
repackaged.
(d) Changing Customer Preferences. Customer preferences for
instructional programs, entertainment and other software products are
continually changing. There can be no assurance that the Company's products will
receive and/or maintain substantial market acceptance. Changes in customer
preferences could adversely affect levels of market acceptance of the Company's
products and its operating results.
(e) Competition. The net-based learning business is new and rapidly
evolving with a growing number of competitors. The Company currently competes
both with smaller UK based companies as well as larger multinational firms in
the development and implementation of net-based learning products. Many of these
competitors are more established, better capitalised and have a larger market
position than the Company.
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(f) Reliance on Significant Customers. For the six months ended
October 30, 2001, the Company's two largest customers together represented
approximately 69% of gross sales of the Company. The loss of either of these
major customers would have a material adverse effect on the Company's business.
(g) Overseas Customers. Some of the Company's products may be
supplied to customers located outside the United Kingdom. Action for the
recovery of debts from these customers may prove more difficult and more
expensive, if it is possible at all, than from customers located within the
jurisdiction of English courts. In addition, claims against the Company may be
brought in overseas courts, and may prove more costly or difficult to defend
than claims brought in English courts.
(h) Absence of Patent Protection. The Company's ability to compete
successfully will depend on (i) its ability to protect its proprietary
technology, and (ii) the ability of the Company's suppliers to protect the
technology of the products distributed by the Company on their behalf. The
Company has no patents with respect to its product design or production
processes. In choosing not to seek patent protection, the Company instead has
relied on the complexity of its technology, its trade secret protection
policies, common law trade secret laws, copyrights, and confidentiality and/or
license agreements entered into with its employees, suppliers, sales agents,
customers and potential customers. As a part of its trade secret protection
policies, the Company tries to limit access to, and distribution of, its
software, related documentation and other proprietary information. There can be
no assurance that such strategy will prevent or deter others from using the
Company's products to develop equivalent or superior products or technology, or
from doing so independently. Further, there can be no assurance that the Company
will seek or obtain patent protection for future technological developments or
that any patents that may be granted in the future would be enforceable or would
provide the Company with meaningful protection from competitors. In addition,
there can be no assurance that the Company's product do not, and that its
proposed products will not, infringe any patents or rights of others. If a
patent infringement claim is asserted against the Company, whether or not the
Company is successful in defending such claim, the defense of such claim may be
very costly. While the Company is unable to predict what such costs, if any,
would be incurred if the Company were obliged to devote substantial financial or
management resources to patent litigation, its ability to find its operations
and to pursue its business goals may be substantially impaired. (i) Seasonality
and Product Shortages. The demand for the Company's products is generally
expected to be stronger in the second half of the fiscal year (which ends on
April 30) and weaker in the first half due to seasonal buying patterns in the
United Kingdom and the rest of Europe.
(j) Foreign Trade Regulations. While the Company sells
foreignproduced products, it generally purchases them from European subsidiaries
of foreign suppliers. The Company's ability to remain competitive with respect
to the pricing of the imported components could be adversely affected by
increases in tariffs or duties, currency fluctuations, changes in trade
treaties, strikes in air or sea transportation, and possible future European
legislation with respect to pricing and import quotas on products from
nonEuropean Community countries. The Company's ability to be competitive in or
with the sales of imported components also could be effected by other
governmental actions related to, among other things, anti-dumping legislation
and international currency fluctuations.
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(k) Absence of Dividends. The Company has not paid cash dividends
during its history with the exception of a dividend paid in 1990. It is unlikely
that the Company will declare or pay cash dividends in the foreseeable future.
The Company intends to retain earnings, if any, to expand its business
operations.
(l) English Corporation. The Company is incorporated under English
law. The rights of holders of the Shares are largely governed by English law,
including the Companies Xxx 0000, and by the Company's Memorandum and Articles
of Association. These rights differ in certain material respects from the rights
of shareholders in typical U.S. corporations.
(m) Continued Control By Existing Shareholders. Upon completion of
this Offer (and other offers being made simultaneously on substantially similar
terms), the present directors of the Company and their affiliates will
beneficially own approximately 45 30% of the Company's outstanding capital
shares (excluding outstanding warrants and options) and, accordingly, will be in
a position to influence the election of the Company's directors and direct its
affairs.
(n) Changes in Exchange Rates. A majority of the Company's revenues
to date have been received in pounds sterling and the Company maintains its
financial statements in pounds sterling. However, revenues are sometimes
received in euro and other European currencies, which are translated into pounds
sterling for the Company's accounting presentation. Fluctuations in the value of
the pound sterling against the euro and other European currencies have caused,
and are likely to cause, amounts translated into pounds sterling to fluctuate in
comparison with previous periods. The Company currently does not engage in any
hedging transactions that might have the effect of minimising the consequences
of currency exchange fluctuations. Such fluctuations may adversely affect the
Company's results of operations.
(o) Listing Maintenance Criteria for Nasdaq System; Disclosure
Relating to Low-Priced Stocks. The Company's American Depository Shares
("ADSs"), as evidenced by American Depository Receipts ("ADRs"), which in turn
evidence the Company's Ordinary Shares, are currently traded on the Nasdaq
SmallCap Market ("The SmallCap Market"). No assurance can be given that an
orderly trading market will be sustained in the future. Moreover, the National
Association of Securities Dealers, Inc., (the "NASD") which administers Nasdaq,
requires that, in order for a company's securities to continue to be listed on
the SmallCap Market, the company must maintain either $2,000,000 in net tangible
assets, $35,000,000 in market capitalization or net income of $500,000 in the
most recently completed fiscal year or in two of the last three most recently
completed fiscal years. With effect from November 30, 2002, the net tangible
assets criterion will change to a minimum stockholder's equity requirement of
$2,500,000. The Company had stockholder's equity of $1,155,000 as of October 31,
2001. In addition, continued inclusion requires that the Company maintain two
registered and active market-makers. The failure to meet these listing
maintenance criteria in the future may result in the de-listing of the Company's
ADSs from the Nasdaq SmallCap Market. In such an event, the liquidity of the
Company's ADSs and/or Ordinary Shares may be adversely affected and investors
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's Ordinary Shares.
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In addition, in the event the Company's ADSs are delisted from the
SmallCap Market, the Company's ADSs and Ordinary Shares may become subject to
the "xxxxx stock" rules of the United States Securities and Exchange Commission
(the "Commission"). A "xxxxx stock" is generally an equity security with a
market price of less than $5.00 per share which is not quoted through the Nasdaq
system or a national securities exchange in the United States. Due to the risks
involved in an investment in xxxxx stocks, United States securities laws and
regulations impose certain requirements and limitations on broker/dealers who
recommend xxxxx stocks to persons other than their established customers and
accredited investors, including making a special written suitability
determination for the purchaser, providing purchasers with a disclosure schedule
explaining the xxxxx stock market and its risks and obtaining the purchaser's
written agreement to the transaction prior to the sale. These requirements may
limit the ability of broker/dealers to sell xxxxx stocks. Also, because of these
requirements and limitations, many broker/dealers may be unwilling to sell xxxxx
stocks at all. In the event the Company's Ordinary Shares become subject to the
Commission's rules relating to xxxxx stock, the trading market for the ADSs may
be materially adversely affected.
(p) Limitations on Transferability of Shares. The Shares have not
been registered with, recommended by or approved by any governmental or
regulatory authority (including the Commission), that no such authority has made
any finding or determination as to the fairness of any investment in the Shares,
and that the transferability of the Shares may be restricted under applicable
laws (including without limitation the United States Securities Act of 1933, as
amended (the "Act") and the regulations promulgated thereunder).
(q) Possible Issuance of Additional Shares. The Company presently
has outstanding options and warrants, pursuant to which approximately an
aggregate of 4,841,303 Ordinary Shares may be issued upon exercise thereof. The
issuance of any additional Ordinary Shares, whether upon the exercise of
derivative securities, including options and/or warrants, in connection with a
financing or otherwise, including additional Ordinary Shares issuable as a
consequence of any anti-dilution provisions (if any) set forth in the
instruments evidencing such derivative securities, would reduce the
proportionate ownership and voting power of then-existing Shareholders,
including investors hereunder.
(r) Shares Eligible for Future Sale. A significant number of the
Company's outstanding Ordinary Shares are available for sale in the public
marketplace. No prediction can be made as to the effect, if any, that sales of
such Ordinary Shares or the availability of such Ordinary Shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Ordinary Shares may be sold in the
public market may adversely affect prevailing prices for the Ordinary Shares,
and could impair the Company's ability to raise additional capital through the
sale of its equity securities.
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3. Acceptance of Subscription. It is understood and agreed that this
Agreement is subject to the following terms and conditions:
(a) Investments are not binding on the Company until accepted by the
Company.
(b) The undersigned hereby intends that his signature hereon shall
constitute an irrevocable subscription to the Company for the number of Shares
described herein.
4. American Depositary Receipts. To the extent necessary, the Company
shall amend its Depositary Agreement, currently in place with The Bank of New
York, to include the Shares as ADSs and/or to take all reasonably necessary
action to deliver to the purchaser ADRs evidencing American Depositary Shares in
lieu of the Shares. The Company shall bear all costs and expenses in connection
with the conversion of any of the Shares into ADRs.
5. Representations and Warranties of the Undersigned. The undersigned
hereby represents and warrants to the Company as follows:
(a) The undersigned (i) has adequate means of providing for its
current needs and possible contingencies, and it has no need for liquidity of
its investment in the Company; (ii) has such knowledge and experience in
financial matters that the undersigned is capable of evaluating the relative
risks and merits of this investment; and (iii) understands that an investment in
the Shares is highly speculative and is able financially to bear the risk of
losing its entire investment.
(b) The address set forth on the signature page of this Agreement is
its true and correct business address, and it has no present intention of
changing its business location to any other jurisdiction.
(c) The undersigned has received and read and represents that it is
familiar with this Agreement.
(d) The undersigned, and its representatives, if any, have received
copies of the following documents: (i) the Company's Annual Report on Form 20-F
for the fiscal year ended April 30 2001, attached hereto as Exhibit A; (ii)
drafts of the Company's reports on Form 6-K for the fiscal quarters ended July
31, 2001 and October 31, 2001, respectively, attached hereto as composite
Exhibit B; (iii) and the Company's Press Releases distributed since April 30,
2001, attached hereto as composite Exhibit C. The undersigned acknowledges that
it has reviewed the information contained therein. It further acknowledges that
it has had the opportunity to ask representatives of the Company questions about
the Company's business and financial condition and that it has obtained such
information as it has requested to the extent it has deemed necessary to permit
it to fully evaluate the merits and risks of its investment in the Company.
Further, the undersigned has consulted with such other of its investment and/or
accounting and/or legal and/or tax advisors as it has deemed necessary and
appropriate in making its decision to acquire the Shares.
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(e) If the undersigned is a corporation, partnership, trust, or
other entity, (i) it is authorised and qualified to become a shareholder of, and
authorised to make its investment in, the Company; (ii) it has not been formed
for the purpose of acquiring an interest in the Company; and (iii) the person
signing this Agreement on behalf of such entity has been duly authorised by such
entity to do so.
(f) The undersigned is not relying on the Company or any
representation contained herein or in the documents referred to herein with
respect to the tax and economic effect of its investment in the Company.
(g) The undersigned understands (i) that it is the Company's intent
that all communications and other activities relating to this Agreement and the
transactions contemplated hereby are being carried out in compliance with the
Financial Services and Markets Xxx 0000 ("FSMA") and related secondary
legislation, including without limitation the Financial Services and Markets Xxx
0000 (Financial Promotion) Order 2001, SI 2001 No. 1335 ("Statutory Instrument
2001 No. 1335") and (ii) that the Company is relying certain exemptions in
Statutory Instrument 2001 No. 1335. The undersigned is authorised within the
meaning of the FSMA.
(h) The undersigned understands that the Shares being sold hereunder
have not been registered under the Act, and that the Shares are being offered
and sold in an "offshore transaction" outside the United States in accordance
with Rule 903 of Regulation S ("Regulation S"), promulgated under the Act.
(i) At the time the offer to buy the Shares was made, the
undersigned and all beneficial owners of the Shares purchased by the undersigned
on behalf of such persons were outside of the United States of America, Canada,
Japan, the Republic of Ireland and Australia. The undersigned further represents
that the undersigned and all such beneficial owners did not receive any offering
documents, with respect to the purchase of the Shares, in the United States of
America, Canada, Japan, the Republic of Ireland or Australia.
(j) The Shares for which the undersigned hereby subscribes are being
acquired solely for its own account or for the account of beneficial owners that
the undersigned represents, and are not being purchased with a view to or for
distribution. It has no present plans to enter into any such contract,
undertaking, agreement or arrangement. In order to induce the Company to sell
and issue the Shares subscribed for hereby to the undersigned, it is agreed that
the Company will have no obligation to recognise the ownership, beneficial or
otherwise, of such Shares by anyone but the undersigned and the beneficial
owners that the undersigned represents.
(k) The undersigned understands that the Shares may not be
transferred, sold, assigned, hypothecated or otherwise disposed of, except:
(a)(i) pursuant to a registration statement, filed with and declared effective
by the Commission, (ii) in an offshore transaction in compliance with Regulation
S or (iii) pursuant to another available exemption from the registration
requirements under the Act upon the delivery of an opinion of counsel,
certification and/or other information satisfactory to the Company and (b) in
compliance with all other applicable laws.
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(l) The undersigned understands that, in order to ensure compliance
with applicable securities laws, the certificates or ADRs evidencing the Shares
will be held in escrow by Thomas, Eggar Verrall, Bowles, Solicitors of
Chichester, England (the "Escrow Agent"), for a period of 40 days following the
date of receipt by the Company of payment in full for all Shares purchased
hereunder (the "Restricted Period").
The foregoing representations and warranties are true and accurate
as of the date of delivery of this Agreement to the Company and shall survive
such delivery. If in any respect such representations and warranties shall not
be true and accurate prior to acceptance of this subscription by the Company,
the undersigned shall give written notice of such fact to the Company,
specifying which representations and warranties are not true and accurate and
the reasons therefor.
6. Delivery of Certificates; Transfer Agent Instructions.
(a) The Company will cause to be placed in escrow, as described
herein, either certificates or ADRs evidencing the Shares being purchased
hereunder without any restrictive legends affixed thereon (except to the extent
that any such restrictive legends may be required by The Bank of New York or any
successor depositary of the Company's ADR facility). The certificates or ADRs
will be issued in the name of the undersigned and will be held in escrow by the
Escrow Agent during the Restricted Period. Upon the expiration of the Restricted
Period, the Escrow Agent will deliver the certificates representing the Shares
or the ADRs to the undersigned.
(b) Notwithstanding anything contained herein to the contrary, the
Company and the undersigned hereby agree and acknowledge that the Escrow Agent
is holding the certificates or ADRs evidencing the Shares solely for
administrative convenience purposes only, and that no duty or obligation, direct
or indirect, whether affirmative or not, is hereby imposed, created or otherwise
assumed or undertaken by the Escrow Agent with respect thereto.
7. Costs and expenses Incident to the Purchase. The Company shall bear all
costs and expenses incident to the issuance, sale and delivery of the Shares,
including, but not limited to, all legal fees; the preparation, printing and
delivery of stock certificates; and any cost and expense in connection with the
conversion of any of the Shares into ADRs. The Company shall not be obligated to
pay any commissions or issue any warrants or options to any third parties or the
undersigned in connection with the sale of the Shares pursuant to this
Agreement.
8. Indemnification. The undersigned acknowledges that it understands the
meaning and legal consequences of the representations and warranties contained
herein, and hereby agrees to indemnify and hold harmless the Company, the
Company's officers and directors, and their respective agents, employees and
affiliates, from and against any and all losses, claims, damages or liabilities,
including reasonable solicitors' or attorneys' fees, due to or arising out of a
breach of any representation (s) or warranty(s) of the undersigned contained in
this Agreement.
9. Further Assurances. The undersigned hereby agrees to execute or sign
any and all other documents and/or take any and all such further actions as the
Company may reasonably request or require in connection with the transactions
contemplated by this Agreement.
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10. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any rights granted to it under
U.S. federal or state securities laws, the laws of England and Wales or any
other jurisdiction.
11. Revocation. The undersigned acknowledges and agrees that its
subscription for the Shares made by the execution and delivery of this Agreement
by the undersigned is irrevocable.
12. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, to the undersigned at its
address set forth below and to Futuremedia Public Limited Company at Media
House, Arundel Road, Walberton, Arundel, West Sussex, BN1 8 0QP, Attention:
Xxxxx Xxxxxx.
(b) Notwithstanding the place where this Agreement may be executed
by any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and shall be governed by
the laws of England and Wales.
(c) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.
(d) This Agreement shall be binding upon the legal representatives,
successors and assigns of all parties hereto.
(e) All terms used herein shall be deemed to include the masculine
and the Feminine and the singular and the plural as the context requires.
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SIGNATURE PAGE FOR INDIVIDUALS
EXECUTED this 30 day of September, 2002
Number of Shares subscribed for: 4,369,231 Shares at U.S.$0.065 per Share.
Payable: One installment of GBP200,000 (at a translation value of GBP1=$1.42) on
signature
/s/ X. Xxxx
----------------------------------------- ----------------------------------------------------
(Signature of Subscriber) (Signature of Spouse, or other joint tenant, if any)
Xx. X. Xxxx
----------------------------------------- -----------------------------------------------------
(Printed Name of Subscriber) (Printed Name of Spouse, or other joint tenant, if any)
Xxxxxxx Xxxxx
Xxxxxxx Xxxx
XX Xxxxxxx, Xxxxxxxxx XX00 XXX
--------------------------------- -------------------------------
(Address) (Address)
------------------------------- -------------------------------
(Social Security Number) (Social Security Number)
Check Appropriate Space:
_______/Individual Ownership
_______/Joint Tenants with Right of Survivorship
_______/Tenants in Common
_______/Other:
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ACCEPTANCE
APPROVED AND ACCEPTED in accordance with the terms of this Agreement on
this 30th day of September, 2002.
FUTUREMEDIA PUBLIC LIMITED
COMPANY
By: /s/ Xxxx Xxxxxxxxx
---------------------------------------
Xxxx Xxxxxxxxx Chief Executive Officer
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Futuremedia PLC
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DECLARATION
To be signed, dated and returned to P Machin at:
Futuremedia Plc
Xxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxx Xxxxxx
XX00 0XX
With respect to my investment in Futuremedia Plc, I hereby acknowledge that I
have received and reviewed to my satisfaction a copy of the unaudited draft
accounts of Futuremedia Plc for the year ended April 30, 2002.
Signed /s/ X. Xxxx
-------------------------------------
Date 30th September 2002
--------------------------------------
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Kleinwort Xxxxxx
PRIVATE BANK
Tax Department
0 Xxxxxxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx X000 IET
Telephone x00 (0) 0000000000
Fascimile x00 (0) 0000 00000
xxx.xxxx.xx.xx
Re: Xx. X X Xxxx
Vernham Manor
Xxxxxxx Xxxx
Hampshire
SP11 OEN
Certificate of high net worth
In my opinion the above individual has held throughout the immediately preceding
financial year net assets to the value of not less than GBP250,000 and qualifies
as s high net worth Individual for the purposes of Article 48 of the Financial
Services and Markets Xxx 0000 (Financial Promotion) Order 2001.
/s/ X. Xxxxxx
X. Xxxxxx
Tax Manager
ATT
30.09.02
A Member of
Dreschner Private Banking
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STATEMENT OF HIGH NET WORTH
I make this statement so that I am able to receive promotions which are exempt
from the restriction on financial promotion in section 21 of the Financial
Services and Markets Xxx 0000. The exemption relates to certified high new worth
individuals and I declare that I qualify as such. I accept that the content of
promotions and other material that I receive may not have been approved by a
person who has been authorised under that Act and that their content may not
therefore be subject to controls which would apply if the promotion were made or
approved by an authorised person. I am aware that it is open to me to seek
advice from someone who is authorised under the Act and who specializes in
advising on this kind of investment.
By: /s/ Xxxxxxx Xxxx
Name: Xx. Xxxxxxx Xxxx
--------------------------------------
Date: 30th September 2002
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