Summary of terms and conditions

This document sets out the principal terms on which the parties propose to proceed, together with the conditions that must be satisfied before completion. It is intended to record the current understanding between them and to form the basis for the definitive agreements.

The parties acknowledge that the arrangements described here remain subject to contract, to the completion of confirmatory diligence, and to the receipt of any consents or approvals required. Nothing in this summary creates a binding obligation except where expressly stated.

Each party shall bear its own costs and expenses incurred in connection with the preparation, negotiation and execution of the documents contemplated by this summary, whether or not the proposed transaction is completed.

Information disclosed by either party in the course of the discussions is to be treated as confidential and used solely for the purpose of evaluating the proposed transaction. That obligation continues for the period set out in the undertaking already in place.

Where a matter is not addressed here, the position shall be as set out in the definitive agreements once executed. In the event of any inconsistency between this summary and those agreements, the agreements shall prevail.

The timetable set out in the accompanying schedule is indicative only. The parties will work together in good faith towards the dates shown, and will notify each other promptly of any circumstance likely to cause a material delay.

Any notice given under these arrangements shall be in writing and delivered to the address most recently notified by the receiving party. Notice is deemed given on delivery, or on the next business day where delivery falls outside business hours.

This summary is governed by the law of the jurisdiction identified in the schedule, and the parties submit to the exclusive jurisdiction of its courts in respect of any dispute arising out of or in connection with it.

The parties may amend these terms at any time by written agreement. No variation is effective unless recorded in writing and signed by an authorised representative of each party.