| Thu 15 Feb 2001, 0:00 | | Anglo American Plc - Announcement |
|
ELIMINATION OF THE CROSS-HOLDING WITH DE BEERS AND INCREASE IN ANGLO AMERICAN'S
INTEREST IN DE BEERS
1. Introduction
Anglo American plc ("Anglo American") is pleased to announce that, in
conjunction with Central Holdings Limited ("CHL"), and Debswana Diamond Company
(Proprietary) Limited ("Debswana"), DB Investments ("DBI"), a new company to be
owned by Anglo American, CHL and Debswana, has reached agreement with the board
of De Beers on the terms of a recommended transaction to be proposed to the
holders of De Beers Linked Units which will result in:
the elimination of the cross-holding between De Beers and Anglo American; and
the increase of Anglo American's interest in De Beers from 32.2 per cent. to
45.0 per cent.
Following completion of the Transaction, De Beers will be wholly-owned by DBI,
a new company to be owned by Anglo American (45 per cent.), CHL (45 per cent.)
and Debswana (10 per cent.). CHL is a holding company for the Oppenheimer
family interests and Debswana is a company jointly owned by the Government of
the Republic of Botswana and De Beers. DBI will be managed by CHL under the
terms of the Management Contract, a summary of which is set out in Appendix I.
Under the terms of the Transaction, De Beers Public Linked Unitholders will
receive US$14.40 in cash (holders on the South African section of the De Beers
register will be paid in South African rand, while those on the United Kingdom
section of the register will be paid in sterling unless they elect for payment
in US$) and 0.43 of an Anglo American Share for each De Beers Linked Unit held.
In addition, the boards of De Beers have confirmed that they intend to
recommend and declare combined final dividends totalling US$1.00 per De Beers
Linked Unit for the year ended 31 December 2000, which will accrue to those
holders on the register on 23 March 2001. In aggregate, this values each De
Beers Linked Unit at US$43.17 and the combined share capital of De Beers at
US$17.6 billion, based on the closing price of an Anglo American Share of
US$64.58 on 14 February 2001, the last business day prior to this announcement.
2. Anglo American's Independent Committee
In view of the existing cross-holding between Anglo American and De Beers, the
interests of certain directors of Anglo American in CHL and De Beers and
various common directorships between these three companies, Anglo American
appointed the Independent Committee to oversee the formation of DBI, conduct
discussions with De Beers, review the terms of the Transaction, and make a
recommendation on the Transaction to the Board of Anglo American. The
Independent Committee, which is advised by Merrill Lynch International, will
include its recommendation to proceed with the Transaction in the circular to
be sent to Anglo American Shareholders in due course.
3. Background to and reasons for the Transaction
In recent years, Anglo American has sought to maximise shareholder value by
simplifying its corporate structure, focusing on its core mining and natural
resources businesses and holdings, and on improving financial returns and
transparency. The combination of the assets of Anglo American Corporation of
South Africa Limited and Minorco to form Anglo American and Anglo American's
listing on the London Stock Exchange in May 1999 were fundamental steps in this
process. Since listing in London, the Board has focused its efforts on
enhancing Anglo American's portfolio of assets and investments and has
successfully completed a number of major steps in this process. Particular
highlights of this strategy have been:
Financial Services - in December 2000, Anglo American announced an agreement to
reduce its holding in FirstRand from 20.6 per cent. to 5.3 per cent. in
exchange for holdings in Billiton Plc and Gold Fields Limited, valued at around
US$730 million;
Industries - during 2000, Anglo American sold or reduced its holdings in a
number of industrial interests resulting in over US$840 million being realised;
Industrial Minerals - in March 2000, Anglo American acquired Tarmac for US$1.1
billion (net of the proceeds received from the subsequent disposal of Tarmac
USA);
Coal - in May 2000, Anglo American acquired Shell Coal and subsequently certain
minority interests in joint ventures for US$1.0 billion;
Platinum - in May 2000, Anglo Platinum announced that it intended to increase
annual production to 3.5 million ounces by 2006 to meet growing demand and will
invest an additional US$2.1 billion to achieve this; and
Forest Products - in August 2000, Anglo American bought out the minorities in
Neusiedler, increased its ownership in Frantschach to 70 per cent. and acquired
Assi Sacks for US$730 million in total.
Other important aspects of Anglo American's strategy have remained the drive
for improved capital efficiency, transparency and the need to address the
cross-holding between Anglo American and De Beers.
The Transaction is a further significant step in enhancing shareholder value.
The Board believes that the specific benefits to Anglo American of the
Transaction are that it will:
simplify Anglo American's structure and increase transparency through the
removal of the cross-holding;
result in a net cash inflow of US$1,072 million immediately, including
dividends received, and US$701 million on redemption of preference shares in
DBI;
increase Anglo American's interest in De Beers; and
increase the free float of Anglo American Shares to approximately 90 per cent.
The Transaction is expected to be broadly earnings neutral and cash flow
positive per Anglo American Share.*
* This statement should not be interpreted to mean that the earnings or cash
flow per Anglo American Share for the current or future financial years will
necessarily match or exceed the historical published earnings per Anglo
American Share.
De Beers is the world's leading diamond producer by value and benefits from a
portfolio of long-life, low-cost mines. It is one of Anglo American's core
holdings and the Transaction will result in Anglo American increasing its
holding in De Beers at a key stage of De Beers' development.
Furthermore, the Board believes that the new ownership structure being proposed
for De Beers has significant attractions to Anglo American. Through CHL, the
Oppenheimer family will continue to bring its extensive knowledge, experience
and relationships in the diamond industry to the management of De Beers.
Similarly, Debswana is a valued strategic partner of De Beers and its increased
interest in De Beers will strengthen this relationship for the future.
4. De Beers
De Beers' principal activity is the mining and marketing of rough diamonds. It
also holds a 35.4 per cent. interest in Anglo American.
As at 14 February 2001, De Beers had a market capitalisation of US$16.5
billion, on a fully diluted basis and using a ruling price of a De Beers Linked
Unit of US$40.56. Today, De Beers announced estimated results for the year
ended 31 December 2000. These indicate that De Beers generated own earnings of
US$1,289 million and headline earnings of US$1,707 million for that year.
Diamond Business
De Beers currently mines over 30 million carats of diamonds per annum from
operations in South Africa, Botswana, Namibia and Tanzania, either directly or
in partnership with the relevant government. This represents approximately 45
per cent. of the total value of the world's current production of natural
diamonds.
Furthermore, through the Diamond Trading Company ("DTC"), De Beers buys
diamonds from Russia and Canada, which, along with its own production, are sold
to DTC sightholders. De Beers' other diamond activities include the production
and sale of natural and synthetic industrial diamonds and research and
development related to the diamond industry.
In the year ended 31 December 2000, the DTC generated sales of approximately
US$5,670 million and De Beers' "net diamond account", which includes De Beers'
earnings from diamond mining and marketing activities, generated earnings
before tax of approximately US$1,322 million.
On 16 January 2001, De Beers announced a joint initiative with LVMH Mokt
Hennessy Louis Vuitton, the world's leading luxury products group, to establish
an independently managed and operated company to develop the global consumer
brand potential of the De Beers name.
The market value of De Beers' listed investments, as at the close of business
on 14 February 2001, the last business day prior to this announcement, was
approximately US$300 million. The most significant holdings of listed
investments are in AngloGold, Billiton and Gold Fields.
Interest in Anglo American
De Beers currently holds 144.3 million Anglo American Shares representing
approximately 35.4 per cent. of the issued share capital of Anglo American.
Based upon the closing price of an Anglo American Share of US$64.58 on 14
February 2001, De Beers' stake in Anglo American has a market valuation of
US$9.3 billion.
5. CHL
CHL is the Oppenheimer family holding company which currently owns 2.6 per
cent. of the De Beers Linked Units and 7.2 per cent. of Anglo American Shares.
As part of the Transaction, CHL will contribute 10.4 million of its existing
holding in Anglo American Shares (net of the 3.4 million shares received as its
pro rata entitlement to the Anglo American Shares to be distributed by De
Beers) and US$37.5 million of cash. As a result, CHL will reduce its holding
in Anglo American to approximately 5.1 per cent.
6. Debswana
The Government of the Republic of Botswana and De Beers have had a long
association through their joint ownership of Debswana and Debswana's 5.0 per
cent. interest in De Beers. Debswana operates three diamond mines (Jwaneng,
Orapa and Letlhakane) under 25 year term mining leases granted by the
Government of the Republic of Botswana which are due to expire in 2004, 2017
and 2017, respectively. In 1999, these mines accounted for approximately 66 per
cent. of the combined production of De Beers, Debswana and Namdeb by carats
and, similarly, approximately 30 per cent. of the estimated total world
production of natural diamonds.
7. Future relationship between Anglo American, CHL and Debswana
Following completion of the Transaction, the relationship between Anglo
American, CHL and Debswana, in respect of the ownership and management of DBI,
will be governed by the terms of a Shareholders' Agreement and a Management
Contract between DBI and CHL. Summaries of the principal terms of these
agreements are set out in Appendix I.
8. Details of the Transaction
It is proposed that the Transaction will be implemented, inter alia, by way of
a Scheme of Arrangement between De Beers and De Beers Linked Unitholders under
Section 311 of the South African Companies Act, under which Scheme of
Arrangement, if successfully implemented, the following will take place:
De Beers RSA will purchase from each De Beers Linked Unitholder (including
Anglo American, CHL and Debswana) part of their respective holdings of De Beers
RSA Shares, in consideration for which De Beers RSA will distribute to each De
Beers Linked Unitholder, on a pro rata basis, 130.4 million of the 144.3
million Anglo American Shares then held by De Beers;
following the purchase of De Beers RSA Shares, the balance of the De Beers RSA
Shares held by De Beers Public Linked Unitholders will be cancelled; and
in consideration for such cancellation and the delivery to De Beers RSA of the
relevant De Beers Linked Unit Certificates, the De Beers Public Linked
Unitholders will receive additional Anglo American Shares such that they
receive, when taken together with Anglo American Shares received on the
purchase of De Beers RSA Shares described above, 0.43 Anglo American Shares and
US$14.40 in cash for each Linked Unit held.
The Scheme of Arrangement will be subject to, amongst other matters, the
approval of a majority representing at least 75 per cent. of the votes
exercised by De Beers Public Linked Unitholders attending and voting at the De
Beers Scheme of Arrangement meeting and the sanction of the Scheme of
Arrangement by the High Court of South Africa. The Transaction will also be
subject to other conditions described in section 10 below.
The aggregate cash payment, in addition to the final De Beers dividend, due to
De Beers Public Linked Unitholders will amount to approximately US$3,464
million and will be funded by DBI out of funds drawn down under credit
facilities to be entered into for this purpose, as described in section 11
below.
If the Transaction does not complete after 30 June 2001, interest will accrue
on the cash consideration of US$14.40 per De Beers Linked Unit at the London
interbank offered rate from 1 July 2001 to the date of completion.
Appropriate arrangements will be made for De Beers' optionholders taking into
account the consideration to be offered to De Beers Public Linked Unitholders.
Following completion of the Transaction, Anglo American's, CHL's and Debswana's
interests in De Beers RSA and De Beers AG will be held by DBI. The value of
the contributions made by Anglo American and Debswana will exceed the amounts
necessary for Anglo American and Debswana to finance their agreed
participations in DBI. Consequently, in addition to the Anglo American Shares
to which it will become entitled under the De Beers Scheme of Arrangement,
Anglo American will receive from DBI a net cash payment of US$943 million and
preference shares in DBI having a redemption value of US$701 million. In
addition to the 6.5 million Anglo American Shares it will receive on the pro
rata distribution by De Beers, Debswana will receive a further 0.6 million
Anglo American Shares and preference shares in DBI having a redemption value of
US$156 million.
9. Cancellation of shares and bonus issue
Upon completion of the Transaction, 40.8 million Anglo American Shares
(approximately 10.0 per cent. of Anglo American's issued share capital) from
Anglo American's entitlement to the Anglo American Shares to be distributed by
De Beers, will be cancelled. Anglo American will then make a bonus issue of
Anglo American Shares such that Anglo American Shareholders (including former
De Beers Linked Unitholders) will receive, in total, three new Anglo American
Shares for each existing Anglo American Share then held.
10. Conditions to the Transaction
Approval for the Transaction has been granted by the South African Reserve
Bank. However, this announcement does not constitute an offer or a statement
of a firm intention to make an offer for De Beers as submission of the
proposals to De Beers Linked Unitholders is subject to the fulfilment of
certain pre-conditions, including:
underwriting of DBI's senior credit facilities, as described in section 11
below, becoming unconditional;
agreement between DBI and De Beers on the detailed mechanics of implementing
the Transaction and related documentation; and
confirmation by the South African Revenue Services of the tax treatment of a
number of steps under the Transaction.
The Transaction, as submitted to the De Beers Linked Unitholders, will also be
subject to satisfaction of other conditions, including:
approval by Anglo American Public Shareholders;
approval by De Beers Public Linked Unitholders;
the sanction of the De Beers Scheme of Arrangement by the High Court of South
Africa; and
competition and other regulatory approvals and tax clearances.
The proposed cancellation and bonus issue of Anglo American Shares is subject
to obtaining relevant approvals.
11. Funding of the Transaction
Dresdner Bank Luxembourg S.A. and UBS AG have agreed, pursuant to a commitment
letter, subject to the satisfactory completion of due diligence and financing
documentation, and other customary conditions, to underwrite senior credit
facilities consisting of a term loan facility of an amount no greater than
US$3.3 billion (with a maturity of five years), a short-term bridge facility of
an amount together with the amount of the term loan facility of US$4.4 billion,
and a revolving facility of US$1.0 billion (with a maturity of five years).
In addition, Anglo American and Debswana will hold 10 year, 10 per cent.,
cumulative redeemable preference shares in DBI in the aggregate amount of
US$857 million, redeemable in four equal instalments in the years 2007 to 2010,
inclusive, subject to early redemption in certain circumstances.
Following completion of the Transaction, the revolving facility of US$1.0
billion will be available to De Beers to finance its operational activities.
12. Anglo American directorate
As stated in its listing prospectus in 1999, Anglo American is rapidly
evolving. In July 2000, the roles of Chairman and Chief Executive were
separated: Mr A.J. Trahar was appointed Chief Executive with Mr J. Ogilvie
Thompson continuing as non-executive Chairman.
As indicated in the prospectus, at the Annual General Meeting in May 2001, Mr
L. Boyd and Mr M.W. King will be retiring as Vice Chairmen and as directors.
The Board will propose the election as directors at the May 2001 Annual General
Meeting of Mr B.E. Davison, Chief Executive of Anglo American Platinum, and Mr
W.A. Nairn, Group Technical Director, thereby maintaining a strong management
team.
Mr N.F. Oppenheimer intends to resign as a Deputy Chairman on the completion of
the Transaction but will continue as a non-executive director. Sir Chippendale
Keswick, who is also a director of CHL and De Beers, proposes to resign as a
non-executive director.
The Board intends to appoint at least two new independent non-executive
directors in the course of the next twelve months.
In addition to these changes, Dr C.E. Fay will take Sir Chippendale Keswick's
place on the Audit Committee and Mr R.J. Margetts will assume the chairmanship
of the Remuneration Committee in place of Sir David Scholey.
Further changes to the Board will take place at the Annual General Meeting in
2002:
As the main objectives of the transformation process of the last four years
will have been achieved, Mr J. Ogilvie Thompson proposes to retire after 12
years as Chairman of Anglo American plc and its predecessor companies and from
the Board.
Viscount Davignon who joined the board of Minorco (a predecessor company) in
1990, and Mr P.S. Wilmot-Sitwell, who joined the Minorco board in 1993, propose
to retire after 12 and 9 years' service respectively.
13. Extraordinary General Meeting of Anglo American Shareholders
For the reasons set out in section 2 above, the Transaction constitutes a
related party transaction for the purposes of the UKLA Listing Rules. Subject
to satisfaction of the pre-conditions to the proposals, referred to in section
10 above, a circular explaining the Transaction in more detail and containing a
notice of the EGM and the recommendation of the Independent Committee will be
sent to Anglo American Shareholders in due course.
De Beers, CHL and their associates, including those Anglo American directors
with interests in CHL, holding, in total, approximately 42.6 per cent. of the
Anglo American Shares in issue, will undertake not to vote on any resolutions
to be voted on at the EGM involving related party transactions, as required by
the UKLA Listing Rules.
14. Current trading and dividend forecast
Anglo American will announce its preliminary results for the year ended 31
December 2000 on 14 March 2001. The anticipated outcome for the year ended 31
December 2000 remains in line with management's expectations. The Board will
recommend a final dividend in respect of the year ended 31 December 2000 of not
less than US$1.20 per Anglo American Share, prior to the bonus issue. De Beers
Linked Unitholders will be entitled to this dividend in respect of the Anglo
American Shares they receive pursuant to the Transaction.
Financial Adviser to Independent Committee: Merrill Lynch International, which
is regulated in the United Kingdom by The Securities and Futures Authority
Limited, is acting exclusively for Anglo American in connection with the
Transaction and for no-one else and will not be responsible to anyone other
than Anglo American for providing the protections afforded to customers of
Merrill Lynch International or for giving advice in relation to the Transaction
Sponsor: Cazenove & Co. which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Anglo
American in connection with the Transaction and for no-one else and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to customers of Cazenove & Co. or for giving advice in relation to the
Transaction.
APPENDIX I
Shareholders' Agreement and Management Contract
1. Shareholders' Agreement
The Shareholders' Agreement will contain provisions governing the constitution
of the boards of DBI and De Beers and the conduct of their respective
businesses. The DBI board will represent shareholder interests, while the De
Beers board will be responsible for the running of De Beers (subject to matters
requiring the approval of shareholders or their nominated directors) and will
comprise both shareholder representatives, and executive and non-executive
directors appointed by DBI.
Initially, the board of DBI will comprise four nominees of Anglo American, four
nominees of CHL and two nominees of Debswana and the De Beers board will
comprise two directors appointed by each of Anglo American, CHL and Debswana
and the existing directors of De Beers.
For so long as the Management Contract remains in force, CHL will have the
right, following consultation with Anglo American and Debswana, to appoint on
behalf of DBI up to 10 executive and non-executive directors to the De Beers
board (provided that the majority are executive directors), including the
managing director, and also to fill the other key De Beers executive positions.
Otherwise, the appointment of De Beers' directors, other than shareholder
representatives, will require a supermajority approval (two-thirds majority) of
the board of DBI or its shareholders.
Anglo American, CHL and Debswana will agree not to compete with the business of
De Beers, except where they have a pre-existing competing business, and will be
restricted from soliciting the employment of senior managers of De Beers.
Ordinary shares in DBI may not be disposed of within four years of completion
of the Transaction. Thereafter, disposal will be subject to pre-emption by the
other shareholders of DBI.
2. Management Contract
A management contract will also be entered into between DBI and CHL which has
regard to the unique understanding, knowledge, expertise and connections
available to CHL in relation to the diamond industry. Under the management
contract, CHL will contribute to the strategic development and growth of DBI
and to general marketing initiatives and relationships with key customers and
suppliers. In addition, CHL will be responsible for the appointment of senior
executives and directors of De Beers. CHL will receive management and
incentive fees of between US$5.0 million and US$15.0 million per annum, based
on the attainment of certain performance criteria, in respect of each of the
years 2001 to 2007, inclusive.
DBI has the right to terminate the Management Contract on 12 months written
notice given at any time after the seventh anniversary of completion of the
Transaction and Anglo American will have the right to require DBI to give such
notice (subject to prior consultation with Debswana). In addition, the
Management Contract will also terminate automatically if CHL ceases to hold at
least 25 per cent. of the ordinary shares of DBI.
APPENDIX II
Sources and Bases
1. The consideration of US$43.17, which each De Beers Public Linked
Unitholder will receive in respect of each De Beers Linked Unit, expressed in
South African rand ("ZAR") terms as ZAR340.18, is based on a ZAR to US$
exchange rate of 7.8800, the Noon Buying Rate in the City of New York for cable
transfers as announced by the Federal Reserve Bank of New York for customs
purposes (the "Noon Buying Rate") on 14 February 2001, being the last day prior
to this announcement.
2. The consideration of US$43.17 is based on an Anglo American Share price
of US$64.58, which is the official closing price (being the weighted average
price of the closing range of automatic trades) of an Anglo American Share of
GBP44.30 as quoted on the London Stock Exchange on 14 February 2001, being the
last day prior to this announcement, converted to US$ at a US$ to GBP exchange
rate of 1.4578, being the Noon Buying Rate on such date.
3. The price of a De Beers Linked Unit on 14 February 2001, the last
business day prior to this announcement, of US$40.56, is based on the ruling
price of a De Beers Linked Unit of ZAR319.60 as quoted on the Johannesburg
Securities Exchange on 14 February 2001, converted to US$ at a ZAR to US$
exchange rate of 7.8800, being the Noon Buying Rate on such date.
APPENDIX III
Definitions
"Anglo American" Anglo American plc and its subsidiary undertakings and where
the context permits, any of them
"Anglo American
Public Shareholders" Anglo American Shareholders other than De Beers and its
associates, CHL and its associates and those directors of Anglo American who,
by virtue of their interests in CHL, are related parties for the purposes of
the UKLA Listing Rules
"Anglo American
Shareholders" holders of Anglo American Shares
"Anglo American
Shares" ordinary shares of US$0.50 each in the capital of Anglo American
"Associates" has the meaning given to it in the UKLA Listing Rules
"Board" the board of directors of Anglo American
"CHL" Central Holdings Limited, a company incorporated as a sociiti anonyme
under the laws of Luxembourg
"DBI" DB Investments, a company incorporated as a sociiti anonyme under the
laws of Luxembourg, which will, following completion of the Transaction,
wholly-own De Beers and be owned by Anglo American, CHL and Debswana in the
ratio of 45:45:10 respectively
"De Beers" De Beers RSA and De Beers AG and their respective subsidiary
undertakings and, where the context permits, any of them
"De Beers AG" De Beers Centenary AG, a company incorporated under the laws of
Switzerland
"De Beers AG
Depositary Receipts" depositary receipts issued by Centenary Depositary AG in
respect of Centenary Units, each unit comprising ordinary shares in De Beers AG
and one participation certificate in Centenary Holdings
"De Beers Linked
Unitholders" holders of De Beers Linked Units
"De Beers Linked
Units" linked units (each representing a De Beers RSA Share and De Beers AG
Depositary Receipt tradeable as a single unit) and any further such linked
units which are unconditionally allotted or issued before the operative date of
the De Beers Scheme of Arrangement
"De Beers Public
Linked Unitholders" De Beers Linked Unitholders other than Anglo American,
CHL, Debswana or DBI
"De Beers RSA" De Beers Consolidated Mines Limited, a company incorporated
under the laws of South Africa
"De Beers RSA Shares" linked deferred shares of ZAR0.05 each in the capital of
De Beers RSA
"Debswana" Debswana Diamond Company (Proprietary) Limited, a company
incorporated under the laws of Botswana
"DTC" the Diamond Trading Company Limited, a company incorporated under the
laws of England and Wales
"EGM" the Extraordinary General Meeting of Anglo American to be convened for
the purposes of obtaining the approval of Anglo American Public Shareholders
for the Transaction
"Independent Committee" the Committee of the Board constituted for the
purposes of the Transaction and consisting of R.J. Margetts (chairman), A.J.
Trahar, L Boyd, M.W. King, Dr J.W. Campbell, A.W. Lea, Viscount Davignon, Dr
C.E. Fay, R.M. Godsell and P.S. Wilmot-Sitwell
"Linked Unit
Certificates" certificates representing De Beers RSA Shares and a like number
of De Beers AG Depositary Receipts
"London Stock
Exchange" London Stock Exchange plc
"Management Contract" the agreement to be entered into between DBI and CHL
relating to the management of De Beers, the principal terms of which are
summarised in Appendix I
"Namdeb" Namdeb Diamond Corporation (Proprietary) Limited, a company
incorporated under the laws of Namibia
"Scheme of Arrangement" the scheme of arrangement to be proposed between De
Beers RSA and holders of De Beers Linked Units in terms of Section 311 of the
South African Companies Act on the terms and subject to the conditions to be
set out in the scheme document including, where the context so requires, any
subsequent revision or variation of the scheme of arrangement
"Shareholders'
Agreement" the agreement to be entered into between Anglo American, CHL,
Debswana and DBI relating to the interests of Anglo American, CHL and Debswana
in DBI, the principal terms of which are summarised in Appendix I
"Transaction" the series of interrelated steps summarised in this announcement
which are to be implemented, inter alia, pursuant to the De Beers Scheme of
Arrangement
"UKLA Listing Rules" the Listing Rules of the Financial Services Authority in
its capacity as competent authority under the Financial Services Act 1986
END
