Terms of Sale Annex to Secondary Block Trade Agreement among UBS, JPMSL, and Nightingale Acquisition Limited
This document outlines the terms for the sale of 5,324,529 shares at £18.00 per share, totaling £95,841,522.00, as part of a secondary block trade agreement dated September 21, 2007, between UBS Limited, J.P. Morgan Securities Ltd., and Nightingale Acquisition Limited. The trade date is September 21, 2007, with settlement on September 26, 2007. These terms are incorporated into the main agreement and are binding on all parties.
Exhibit 10.3
ANNEX B
TERMS OF SALE
Further to the provisions of the SECONDARY BLOCK TRADE AGREEMENT DATED 21 September 2007 among the Seller, UBS and JPMSL (the “Agreement”), the following terms of sales are agreed:
| • | Number of Shares sold: 5,324,529 |
| • | Purchase Price per Share: £18.00 |
| • | Aggregate Purchase Price (i.e. total consideration for all the Shares): £95,841,522.00 |
| • | Trade date: 21 September 2007 |
| • | Settlement date: 26 September 2007 |
The Seller, UBS and JPMSL confirm the provisions of the Agreement and acknowledge and agree that these Terms of Sale form part of and shall be read in conjunction with the Agreement.
Terms defined in the Agreement shall have the same meanings herein.
IN WITNESS WHEREOF these Terms of Sale have been duly executed as of the day and year first before written.
For and on behalf of
UBS LIMITED
| By: | /s/ Adrian Lewis | By: | /s/ Tom Johnson | |||||
| Name: | Adrian Lewis | Name: | Tom Johnson | |||||
| Title: | Managing Director | Title: | Associate Director |
For and on behalf of
J.P. MORGAN SECURITIES LTD.
| By: | /s/ Rupert Fane | |
| Name: | Rupert Fane | |
| Title: | Managing Director |
Accepted as of the date hereof:
NIGHTINGALE ACQUISITION LIMITED
| By: |  | |
| Name: |  | |
| Title: | Chairman |
