1. Conflicts of interest

Conflicts of interest may on occasion arise between the interests of the Company or its shareholders and the interests of Anglo-Suisse Capital itself or Connected Parties (as defined in paragraph 4) or other clients to whom Anglo-Suisse Capital has responsibilities.  In arranging transactions, Anglo-Suisse Capital may be acting for other parties.  Anglo-Suisse Capital or Connected Parties may also act, now or in the future, in connection with transactions which involve companies in the same business as the Company and which are actually or potentially in competition with it. 

In order to manage potential conflicts of interest and to preserve confidentiality of client information, Anglo-Suisse Capital has established, as permitted under the FCA Handbook, “Chinese Walls” procedures designed to ensure that in providing corporate finance services to any particular client, individuals are not party to information known to individuals working in other divisions.  Where Anglo-Suisse Capital is aware that a conflict of interest has arisen or is likely to arise, Anglo-Suisse Capital shall take such steps as it thinks appropriate to manage the conflict, including, potentially, advising the Company of the existence of such a conflict or possible conflict of interest.  The Company acknowledges that Anglo-Suisse Capital may therefore have interests or duties which conflict with the Company’s interests and would otherwise conflict with the duties owed by Anglo-Suisse Capital to the Company and agrees that Anglo-Suisse Capital may retain any profit or fees derived from such other clients or interest provided that Anglo-Suisse Capital does not utilise any confidential or insider information regarding the Company disclosed to it by the Company.

2. Confidentiality

Anglo-Suisse Capital recognises the sensitivity of the information which clients provide and takes care in handling confidential matters.  However, Anglo-Suisse Capital may need to make information supplied by the Company or on its behalf available to third parties. Anglo-Suisse Capital will do this as it judges appropriate to permit proper discussion relating to the Company.  In addition, Anglo-Suisse Capital may disclose information relating to the Company or its affairs to a third party if such disclosure is required by any regulatory authority or by law.

The Company agrees to keep confidential the information provided, advice given and views expressed by Anglo-Suisse Capital in connection with this Agreement.  The Company may, however, disclose such information, advice or views to its professional advisers or once the same has come into the public domain (otherwise than by a breach of this Agreement) or to the extent required by any regulatory authority or by law. 

Neither Anglo-Suisse Capital nor any Connected Party will have any duty to disclose to the Company any information which comes to its notice (or the notice of any Connected Parties) in the course of carrying on any other business or as a result of, or in connection with, the provision of services to other persons.

The Company accepts that Anglo-Suisse Capital and Connected Parties may be prohibited from disclosing or it may be inappropriate for Anglo-Suisse Capital and Connected Parties to disclose information to the Company even if it is relevant to the Company.

All correspondence and other papers held by Anglo-Suisse Capital in relation to any matter undertaken for the Company will be Anglo-Suisse Capital’s sole property (with the exception of original contracts and share certificates and other documents of title held to the order of the Company).

3. Provision of information

The Company agrees that it will provide all information concerning the business and affairs of the Company (or any subsidiary or holding company of the Company or any subsidiary of such holding company (together the “Client Group”) which is relevant to Anglo-Suisse Capital for the purposes of its performing the Engagement and to provide all such other information as Anglo-Suisse Capital may reasonably request.  The Company undertakes that all information so provided shall be true, accurate and complete in all material respects, not misleading, and will not contain any material omissions.  The Company agrees with Anglo-Suisse Capital that Anglo-Suisse Capital will not be responsible for the verification of any such information and shall accept no responsibility for its accuracy.  The Company undertakes that every statement of opinion or intention by it therein will be honestly held and fairly based and that if anything occurs within a reasonable time thereafter to render any such statement untrue, unfair or misleading in any material respect, it will promptly notify Anglo-Suisse Capital and take all steps as Anglo-Suisse Capital may reasonably require to correct such statement.

During the Appointment, the Company will at all times keep Anglo-Suisse Capital fully informed of all strategies, developments and discussions relevant to the Appointment.

The Company will ensure that any financial promotion which Anglo-Suisse Capital is asked to approve on behalf of the Company for the purposes of the Financial Services and Markets Act 2000 and/or any other document or announcement issued to the London Stock Exchange, shareholders or otherwise:

1. is true and not misleading and all expressions of opinion, intention or expectation it contains are made by the Company on reasonable grounds and that there are no facts known the omission of which would make any such financial promotion, document or announcement misleading in any material respect; and
   
   
2. contains all information required by and otherwise complies with all applicable laws and regulations

The Company accepts that Anglo-Suisse Capital is entitled to require the Company to make such modifications or amendments thereto as Anglo-Suisse Capital considers necessary or desirable or to withhold its approval to, or to refuse to issue, any such financial promotion, document or announcement in its discretion.

If requested by Anglo-Suisse Capital to do so, the Company shall provide such evidence as Anglo-Suisse Capital may reasonably require confirming that any financial promotion, document or announcement which it is asked to approve or to issue is fair and not misleading and complies with all applicable law.  The Company will be responsible for the accuracy and completeness of such financial promotion, document or announcement and shall be responsible for verifying the information contained in it.

4. Indemnity

4.1. The Company irrevocably agrees:

4.1.1. to indemnify Anglo-Suisse Capital and at all times keep Anglo-Suisse Capital fully and effectively indemnified and to hold harmless Anglo-Suisse Capital against all liabilities which may be incurred by Anglo-Suisse Capital in any jurisdiction and which, directly or indirectly, arise out of or in

connection with the Engagement unless and to the extent that such liabilities result directly and solely from the fraud, gross negligence or wilful default (in each case such having been finally and judicially determined by a court of competent jurisdiction) of Anglo-Suisse Capital (which, for the avoidance of doubt will include having disregard of matters of which we have actual knowledge).  Without prejudice to the generality of the foregoing, this includes all liabilities which, directly or indirectly, arise out of or in connection with any claim or investigation in any jurisdiction in which Anglo-Suisse Capital becomes or may become involved in any capacity and which, directly or indirectly, relate to or arise out of the Engagement or any other matter relating thereto including (without limitation) as a result of any failure by the Company or the Directors to comply with any legal or regulatory requirements, any breach by the Company or the Directors of the provisions of this Agreement or any false or misleading statement or alleged false or misleading statement of a material fact or any omission or alleged omission of a material fact by the Company (whether in this Agreement, or in any financial promotion, press announcement or other public document authorised for publication by the Company); 

4.1.2. to co-operate with Anglo-Suisse Capital and to give and so far as it is able to procure the giving of all such necessary information and to render all such assistance to Anglo-Suisse Capital as it may reasonably request in connection with any claim or investigation and not to take any action which might reasonably be expected to prejudice the position of Anglo-Suisse Capital in relation to any such claim or investigation (including, for the avoidance of doubt, settlement or proposed settlement of any such claim) without the consent of Anglo-Suisse Capital in writing;

4.1.3. that Anglo-Suisse Capital shall not have any liability to the Company or any person asserting claims on behalf of or in right of the Company arising out of or in connection with the Engagement or any matter relating thereto except to the extent that any liabilities incurred by the Company result directly and solely from the fraud, gross negligence or wilful default (in each case such having been finally and judicially determined by a court of competent jurisdiction) of Anglo-Suisse Capital;

 4.1.4. to reimburse Anglo-Suisse Capital for all liabilities (including legal and other professional fees incurred) within 30 days of receipt of an invoice.  If any sum payable to Anglo-Suisse Capital under this paragraph 4 is brought into any charge for taxation (or into any computation of income, profits or gains for the purposes of any charge for taxation) the amount so payable shall be increased so as to ensure that after deduction of such taxation there shall remain a sum equal to the amount that would otherwise be payable, having taken account of any relief actually obtained in respect of the costs or liabilities giving rise to such payment; and

4.1.5. that this indemnity also applies separately to each Connected Party (as defined below).  In relation to any Connected Party, this paragraph 4 shall be construed as if reference to “Anglo-Suisse Capital” (as the case may be) were references to the relevant Connected Party.

4.2. For the purposes of this paragraph 4:

4.2.1.  “liabilities” means all liabilities, losses, costs, demands, damages, charges and expenses of any nature (including professional fees and other costs and expenses incurred by Anglo-Suisse Capital in seeking advice, investigating, defending, preparing, settling or otherwise in connection with, any such claim or investigation as is mentioned in paragraph 4.1 or in establishing Anglo-Suisse Capital’s right to be indemnified pursuant to this paragraph 4); and “claim or investigation” means claim, demands judgement, award, action, proceeding or investigation of any nature whether or not involving actual or threatened litigation or arbitration proceedings and whether or not resulting in any liability on the part of Anglo-Suisse Capital; and

4.2.2.  “Connected Party” means the directors, service companies, officers, employees, approved persons, authorised representative or agents of Anglo-Suisse Capital, any subsidiary of Anglo-Suisse Capital, any holding company of Anglo-Suisse Capital, or any subsidiary or subsidiary undertaking of such holding company and each of their respective directors, officers, employees or agents.  A company or other person shall not cease to enjoy the benefit of this indemnity upon ceasing to be a Connected Party.

4.3. Nothing in this paragraph 4 shall exclude or restrict any duty or liability of Anglo-Suisse Capital under the Financial Services and Markets Act 2000 or any rules or regulations made under such act (including, for the avoidance of doubt, the FCA Handbook).

4.4. The indemnity in paragraph 2 above and this paragraph 4:

4.4.1. shall be in addition to any rights that Anglo-Suisse Capital or any Connected Party may have at common law or otherwise (including but not limited to any right to contribution) against the Company and in addition to any liability in respect of Anglo-Suisse Capital’s services for the Company which the Company might otherwise have to Anglo-Suisse Capital; and

4.4.2. shall remain in full force and effect regardless of when or whether the Engagement is terminated and shall apply also in relation to acts, default and events occurring and claims arising after such termination.

4.5. If Anglo-Suisse Capital becomes aware of any matter, act or thing which might give rise for it to make a claim against the Company under the indemnity set out in this paragraph 4, Anglo-Suisse Capital shall promptly notify the Company of the same and shall use all reasonable efforts to give to the Company (as requested from time to time) such information as the Company may reasonably request in relation to the relevant matter.  Anglo-Suisse Capital shall, to the extent allowed, consult with the Company in all material respects in relation to any such claim (and any proceedings relating to any such claim) and shall (subject to the consent of its insurers) undertake such steps (at the Company’s cost and expense) as the Company may reasonably request in respect of the claim provided that Anglo-Suisse Capital shall not be required to undertake any act, matter or thing which in its opinion it considers would adversely effect its reputation or good standing.

5. Fees and expenses

To the extent that Anglo-Suisse Capital receives securities as part of its compensation, such securities will be fully transferable.  Anglo-Suisse Capital reserves the right to transfer all or part of the securities to any party whatsoever.

Unless otherwise agreed, all fees and expenses payable to Anglo-Suisse Capital will be paid within 30 days after the presentation of an invoice by Anglo-Suisse Capital.  Amounts not paid by the due date shall be subject to a compound interest charge at the rate of 2% per month compounded until the date of payment.  In addition, the Company agrees to refund to Anglo-Suisse Capital any costs incurred and associated with the recovery of the amounts owing.  No set-off or counterclaim (whether arising in respect of this Agreement or any other agreement between the Company and Anglo-Suisse Capital) shall entitle the Company to withhold payment of such fees and expenses.

If the Company disputes all or any part of an invoice (whether for fees or for reimbursement of expenses), it shall pay the undisputed amount (if any) in respect of that invoice and Anglo-Suisse Capital and the Company shall endeavour to resolve the disputed element.  If the matter in dispute is not resolved within a further 14 days and the amount in dispute relates to an item or items of Expenses reimbursable to Anglo-Suisse Capital under paragraph 4 above or to an element of Anglo-Suisse Capital’s fees having an aggregate value of less than £100,000 (or equivalent), the dispute will be referred to an independent accountant selected by the President of the Institute of Chartered Accountants in England and Wales who shall act as an expert not an arbitrator and whose decision shall be final and binding.  Anglo-Suisse Capital and the Company shall provide such accountant with all information and assistance that he shall require to resolve the matter or matters in dispute.  

6. Publicity

Subject to any legal restrictions or confidentiality obligations binding on the Company, Anglo-Suisse Capital shall be entitled to advertise its involvement in any successfully completed Transaction through “tombstone” type advertising or similar publicity, including on Anglo-Suisse Capital’s website.  Subject to any legal restrictions or confidentiality obligations binding on the Company, the Company shall acknowledge Anglo-Suisse Capital as its financial adviser of record in any press communication relating to the Transaction. 

The Company will not and will procure that none of its Associates will, without prior consultation with Anglo-Suisse Capital, make, issue, publish or participate in the making, issuing or publishing of any statement, document or advertisement (whether oral or written) containing any information or opinion relating in any way to a Transaction before such Transaction has been agreed and announced and a binding agreement has been signed.

Neither any advice rendered by Anglo-Suisse Capital nor any communications from Anglo-Suisse Capital in connection with the services performed by Anglo-Suisse Capital pursuant to this Appointment or in connection with any Transaction may be quoted nor may any such advice or communication nor the fact that Anglo-Suisse Capital is advising Company be referred to in any public report, document, release or other communication by Company without the prior written authorisation of Anglo-Suisse Capital.  

7. General

1. The Company and its directors hereby undertake to comply with all relevant legal and regulatory requirements imposed by any jurisdiction relating to the Company. The Company undertakes to obtain appropriate advice (including legal advice) in respect of all laws and regulations which may be applicable to it in the UK or any other jurisdiction in connection with the Engagement and to communicate such advice to Anglo-Suisse Capital if it is or may be relevant to the carrying out by Anglo-Suisse Capital of its services to the Company.
2. The Company agrees to comply with and to ensure (and to ensure that all its directors, employees, representatives or agents and those of any company forming part of the Company Group will comply with and ensure) that every financial promotion, announcement, public statement or document made or published by the Company during Anglo-Suisse Capital’s Engagement will contain all particulars required to comply with all applicable laws and regulations, and that no such financial promotion, announcement, public statement or document will be published in connection with or relating to the Engagement without the consent of Anglo-Suisse Capital (not to be unreasonably withheld or delayed).
3. If anything occurs within a reasonable time after publication of any such statement, announcement or document to render the same untrue, unfair, inaccurate or misleading, the Company will promptly notify Anglo-Suisse Capital and take all steps which Anglo-Suisse Capital may require to correct the matter.
4. In addition to any rights of termination set out in this Agreement, in the event that the Company or its directors are in breach of any other agreement with Anglo-Suisse Capital or with any member of the Anglo-Suisse Capital group of companies such as would give rise to a right of termination under such other agreement, Anglo-Suisse Capital shall be entitled to terminate this Agreement forthwith.
5. Any remedy or right conferred upon Anglo-Suisse Capital for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it. No failure or delay by Anglo-Suisse Capital in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any other remedy, right, power or privilege preclude any further exercise thereof or the exercise of any remedy, right, power or privilege.  No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.
6. In performing its obligations under this Agreement, Anglo-Suisse Capital may rely without further enquiry upon any information in writing which is supplied or approved by the Company or any of its directors, officers, employees or agents (which information the Company warrants will be true and accurate and not misleading) the opinion, certificate or advice of, or information obtained from, any lawyer, valuer, banker, broker, accountant or other expert appointed by Anglo-Suisse Capital or by the Company or the Directors and upon any written notice, request, direction or other document reasonably believed by Anglo-Suisse Capital to be genuine and to have been signed or presented by the proper party or parties.
7. If any part of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such part shall be deemed to be deleted, provided always that if any such deletion substantially affects or alters the commercial basis of these terms and conditions, the parties shall negotiate in good faith to amend and to modify them as may be necessary or desirable in the circumstances and shall not affect or impair the continuance in force of the remainder of this Agreement.
8. In the event of any failure, interruption or delay in the performance of Anglo-Suisse Capital’s obligations hereunder resulting from acts, events or circumstances not reasonably in its control (including without limitation industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, failure or malfunction of any third party telecommunications or computer services), Anglo-Suisse Capital shall not be liable or have any responsibility of any kind for any loss or damage incurred or suffered by the Company or any other person as a result thereof.
9. In any event the aggregate liability of Anglo-Suisse Capital and all Connected Parties (as defined in paragraph 4) in relation to this Agreement shall not exceed the fees actually received under this agreement.
10. Nothing in these terms seeks to limit or to exclude Anglo-Suisse Capital’s liability for death or personal injury caused by negligence or fraud.
11. Anglo-Suisse Capital may use voice recording procedures when receiving instructions or orders or when giving advice. Such recordings will be the sole property of Anglo-Suisse Capital and will be kept confidential other than to assist in the resolution of any relevant dispute or as required by law or other regulatory authority.
12. The Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts to determine any disputes which may arise out of or in connection with this Agreement.

These terms and conditions are subject to change by agreement in writing executed by all the parties or at any time by Anglo-Suisse Capital sending to the Company a written notice describing the change to the extent that the change is required to ensure compliance with the rules of any regulatory authority and such change will become effective on the date specified in the notice.  No such change will affect any legal rights or obligations which may have previously accrued to or been incurred by Anglo-Suisse Capital or the Company.