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bramlin limited victoria oil & gas plc PDF

160 Pages·2008·0.91 MB·English
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. DEFINITIONS ARE AS SET OUT IN PART NINE OF THIS DOCUMENT. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION OF BRAMLIN SHARES TO TRADING ON AIM, A MARKET OPERATED BY THE LONDON STOCK EXCHANGE. PART TWO OF THIS DOCUMENT CONTAINS AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 108 OF THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED). If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000, or from an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. An application will be made to the London Stock Exchange for the New VOG Shares to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New VOG Shares will commence on or as soon as practicable following the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur on or about 12 December 2008. The New VOG Shares will not be dealt in, or on, any other recognised investment exchange and no application has been or is being made for the New VOG Shares to be admitted to any such exchange. You should read the whole of this document carefully. Your attention is drawn to the letter from the Independent Bramlin Directors which is set out in Part One of this document and which contains the unanimous recommendation of the Independent Bramlin Directors that you vote in favour of the Scheme to be proposed at the Court Meeting. A letter from Fox-Davies Capital Limited explaining the Scheme and the action to be taken in respect of the Court Meeting appears in Part Two of this document. If you have sold or otherwise transferred all of your Bramlin Shares, please send this document but not the accompanying personalised Form of Proxy at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred part of your holding of Bramlin Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. RECOMMENDED PROPOSAL FOR THE ACQUISITION OF BRAMLIN LIMITED BY VICTORIA OIL & GAS PLC to be effected by way of a Scheme of Arrangement under section 105 of the Companies (Guernsey) Law, 2008 (as amended) ACTIONTOBETAKEN Notice of the Court Meeting, which will be held at 10 a.m. on 5 December 2008 at Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey, GY1 2QE is set out at the end of this document. Bramlin Shareholders will find enclosed with this document a Form of Proxy for use in connection with the Court Meeting. Whether or not you intend to attend the Court Meeting in person, please complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and return it to Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey, GY1 2QE as soon as possible and, in any event, so as to be received by no later than 10 a.m. on 3 December 2008. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. The New VOG Shares have not been and will not be registered under the U.S. Securities Act, in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10), and will be issued thereof. In addition, the New VOG Shares have not been and will not be registered under the securities laws of any state in the United States but will be issued in reliance on available exemptions from state law registration requirements. The New VOG Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Scheme or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Fox-Davies Capital, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for Bramlin and no one else in connection with the Proposal and will not be responsible to anyone other than Bramlin for providing the protections afforded to clients of Fox-Davies Capital or for providing advice in relation to the Proposal or any other matters referred to in this document. Strand Partners, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for VOG and no one else in connection with the Proposal and will not be responsible to anyone other than VOG for providing the protections afforded to clients of Strand Partners or for providing advice in relation to the Proposal or any other matters referred to in this document. The availability of the New VOG Shares to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements. The issue of the New VOG Shares pursuant to the Scheme will not constitute an offer to the public requiring an approved prospectus under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) or any rules made thereunder, as amended or section 85 of the Financial Services and Markets Act 2000, as amended and, accordingly, this document does not constitute a prospectus for these purposes and has not been approved by either the Guernsey Financial Services Commission nor the Financial Services Authority or by any other authority in any jurisdiction. IMPORTANT NOTICE The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposal disclaim any responsibility or liability for the violation of such restrictions by any person. This document does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Copies of this document are not being, and must not be directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it into or from any such jurisdiction. Overseas Shareholders should refer to paragraph 18 of Part Two of this document in respect of the implications of the Scheme and the Proposal on their holdings of Bramlin Shares. The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Bramlin or VOG except where otherwise stated. No person should construe the contents of this document as legal, financial or tax advice but should consult their own advisers in connection with the matters contained herein. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains certain forward-looking statements with respect to the expected timing of the Scheme, the expected effects on Bramlin of the Scheme, anticipated earnings enhancements, estimated cost savings and other synergies, potential strategic options, plans for and benefits of integration, estimated future growth, market position and all other statements in this document other than statements of historical fact. Forward-looking statements include, without limitation, statements containing words such as ‘‘will’’, ‘‘may’’, ‘‘should’’, ‘‘continue’’, ‘‘aims’’, ‘‘believes’’, ‘‘expects’’, ‘‘estimates, ‘‘intends’’, ‘‘anticipates’’, ‘‘projects’’, ‘‘plans’’ or similar expressions. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to, the satisfaction of the conditions to the Scheme, future market conditions, the behaviour of other market participants, the level of customers’ commercial activity and changes in the economic climate, Many of these risks and uncertainties relate to factors that Bramlin and VOG cannot control or estimate precisely, such as future market conditions and the behaviour of other market participants. The forward-looking statements contained in this document are made as of the date hereof and Bramlin and VOG assume no obligation and do not intend publicly to update or revise these forward-looking statements, whether as a result of future events or new information or otherwise as required pursuant to applicable law. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ‘‘interested’’ (directly or indirectly) in one per cent. (1 per cent.) or more of any class of ‘‘relevant securities’’ of Bramlin or VOG, all ‘‘dealings’’ in any such ‘‘relevant securities’’ (including by means of an option in respect of, or a derivative referenced to, any such ‘‘relevant securities’’) must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date of the Court Meeting or the date on which the Scheme is withdrawn (or, if applicable, on which the Proposal becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘‘interest’’ in ‘‘relevant securities’’ of Bramlin or VOG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code. 2 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ Under the provisions of Rule 8.1 of the Code, all ‘‘dealings’’ in ‘‘relevant securities’’ of Bramlin or VOG must be disclosed by no later than 12 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose ‘‘relevant securities’’ ‘‘dealings’’ should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk. ‘‘Interests in securities’’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘‘interest’’ by virtue of ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to the application of Rule 8 to you, you should contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000, contact the Panel on +44 20 7382 9026 or consult the Panel’s website at www.thetakeoverpanel.org.uk INFORMATION FOR UNITED STATES SHAREHOLDERS This document is not an offer of securities for sale in the United States. The New VOG Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and no regulatory clearance in respect of the New VOG Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom. The New VOG Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from the registration requirements. The New VOG Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act. For purposes of qualifying for this exemption from the registration requirements of the US Securities Act, Bramlin and VOG will advise the Court that VOG intends to rely on this Section 3(a)(10) exemption based on the Court’s sanctioning of the Scheme, following a hearing on its fairness to Bramlin Shareholders, at which hearing all Bramlin Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme, and with respect to which notification has been given to all Bramlin Shareholders. Under applicable US securities laws, Bramlin Shareholders (whether or not US persons) who are or will be ‘‘affiliates’’ of Bramlin or VOG prior to, or of VOG after, the Effective Date may be subject to certain restrictions on the sale of the New VOG Shares received in connection with the Scheme, as discussed below. New VOG Shares issued to a Bramlin Shareholder who is neither an ‘‘affiliate’’ (within the meaning of the Securities Act), for the purposes of the US Securities Act, of Bramlin or VOG prior to the Effective Date, nor an affiliate of VOG after the Effective Date, would not be ‘‘restricted securities’’ under the US Securities Act and such New VOG Shares may be sold by such person in ordinary secondary market transactions without restriction under the US Securities Act. Persons who are affiliates of Bramlin or VOG prior to the Effective Date, or an affiliate of VOG after the Effective Date, may be subject to timing, manner of sale and volume restrictions on the sale of New VOG Shares received in connection with the Scheme under Rule 145(d) under the US Securities Act. Persons who may be deemed to be affiliates of VOG or Bramlin, as the case may be, include individuals who, or entities that, control, directly or indirectly, or are controlled by or are under common control with, VOG or Bramlin, as the case may be, and may include certain officers and directors of such company and such company’s principal shareholders (such as a holder of more than 10 per cent. of the outstanding capital stock). Bramlin Shareholders who are affiliates, in addition to reselling their New VOG Shares in the manner permitted by Rule 145 under the US Securities Act, may also sell their New VOG Shares under any other available exemption under the US Securities Act, including Regulation S under the US Securities Act. Bramlin Shareholders who believe they may be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any sale of New VOG Shares received pursuant to the Scheme. The New VOG Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. VOG does not intend to take any action to facilitate a market in New VOG Shares in the United States. 3 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the New VOG Shares or passed an opinion on the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. The Offer is subject to the disclosure requirements and practices applicable in Guernsey and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. The financial information included in this document has been prepared in accordance with UK GAAP and/or International Financial Reporting Standards (as applicable) that may not be comparable to the financial statements of US companies. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States). Bramlin Shareholders who are citizens or residents of the United States or other jurisdictions outside the United Kingdom should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances. ENFORCEABILITY OF JUDGMENTS VOG was incorporated in England and Wales under the Companies Act 1985 registered No. 5139892. All of the VOG Directors are citizens or residents of countries other than the United States. All of the assets of such persons and a substantial portion of the assets of the VOG Group are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or VOG, or to enforce against them judgments of US courts, including judgments predicated upon civil liabilities under the securities laws of the United States or any state or territory within the United States. There is substantial doubt as to the enforceability in Guernsey in original actions, or in actions for enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws. US TREASURY CIRCULAR 230 NOTICE To ensure compliance with requirements imposed by the IRS, you are hereby notified that any discussion of Federal tax issues contained or referred to in this document (i) is written in connection with the promotion or marketing of the transaction or matters addressed herein, and (ii) is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding US tax penalties. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax adviser. INFORMATION FOR AUSTRALIAN SHAREHOLDERS This document does not constitute an offer of securities for sale requiring disclosure under the Corporations Act (2001) (Australia) and does not constitute a prospectus for these purposes. As such, this document has not been lodged or registered with the Australian Securities and Investments Commission. 4 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ TO VOTE ON THE PROPOSAL Whether or not you plan to attend the Court Meeting, please complete and return the Form of Proxy, so as to be received by no later than 10 a.m. on 3 December 2008; If you require assistance, please call the Bramlin Shareholder helpline between 9:00 a.m. and 5:00 p.m. Monday to Friday (except UK public holidays) on 0207 960 9629 (from within the UK) or +44 (207) 960 9629 (from outside the UK) Calls to the Bramlin Shareholder helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposal nor give any financial, legal or tax advice. The completion and return of the Form of Proxy will not prevent you from attending and voting at the Court Meeting, or any adjournment thereof, in person should you wish to do so and are so entitled. IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF BRAMLIN SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORM OF PROXY AS SOON AS POSSIBLE. This page should be read in conjunction with the ACTION TO BE TAKEN set out on page 6 of this document and the rest of the document. 5 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ ACTION TO BE TAKEN The Court Meeting will be held at the Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey, GY1 2QE on 5 December 2008 at 10 a.m. The Scheme requires approval at this meeting. PleasecheckthatyouhavereceivedaFormofProxyforuseinrespectoftheCourtMeetingwith this document. If you have not received all of these documents, please contact Bramlin on the helpline telephone number set out on page 5 of this document. IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF BRAMLIN SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORM OF PROXY, AS SOON AS POSSIBLE. To vote on the Scheme: Whether or not you plan to attend the Court Meeting, please complete and sign the Form of Proxy and return it to Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey, GY1 2QE as soon as possible, but in any event so as to be received by no later than 10 a.m. on 3 December 2008. This will enable your votes to be counted at the Court Meeting in the event of your absence. If the Form of Proxy for use at the Court Meeting is not returned by 10 a.m. on 3 December 2008, it may be handed to the Chairman of the Court Meeting before the start of the Court Meeting. If you wish to appoint more than one proxy in respect of your shareholding, you should photocopy the Form of Proxy as required. You should also read the ‘‘multiple Proxy Voting Instructions’’ set out on the Form of Proxy, and note the principles that will be applied in relation to multiple proxies. The completion and return of the Form of Proxy will not prevent you from attending and voting at the Court Meeting, or any adjournment thereof, in person should you wish to do so and are so entitled. 6 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ DIRECTORS AND ADVISERS Directors of Bramlin Kevin Foo (Non-Executive Chairman) Jimmy Ford (Chief Executive Officer) Ernest Miller (Commercial Director) Alan Thomas (Finance Director) John Killer (Non-Executive Director) Colin Manderson (Non-Executive Director) William Kelleher (Non-Executive Director) Company Secretary of Bramlin Leena Nagrecha Registered and Head Office of Suite 7, Provident House Bramlin Havilland Street St. Peter Port Guernsey GY1 2QE Nominated Adviser to Bramlin Zimmerman Adams International Ltd 12 Camomile Street London EC3A 7PT Rule 3 Adviser and Broker to Fox-Davies Capital Limited Bramlin Whitefriars House 6 Carmelite Street London EC4Y 0BS Guernsey Advocates to Bramlin Babbe´ 18-20 Smith Street St Peter Port Guernsey GY1 4BL English Solicitors to Bramlin Kerman & Co LLP 200 Strand London WC2R 1DJ Accountants to Bramlin Nexia Smith & Williamson Audit Limited 25 Moorgate London EC2R 6AY Registrars to Bramlin Capita Registrars Guernsey Limited Longue Hougue House St. Sampson Guernsey GY2 4JN 7 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ Directors of VOG Kevin Foo (Executive Chairman) Grant Manheim (Executive Deputy Chairman) Robert Palmer (Finance Director) George Donne (Executive Director) Rashed Al-Suwaidi (Non-Executive Director) Philip Rand (Non-Executive Director) Mukhtar Tuyakbayev (Non-Executive Director) Company Secretary of VOG Leena Nagrecha Registered Office of VOG Hatfield House 1st floor 52-54 Stamford Street London SE1 9LX Nominated Adviser to VOG Strand Partners Limited 26 Mount Row London W1K 3SQ Broker to VOG Jefferies International Limited Vintners Place, 68 Upper Thames Street London EC4V 3BJ English Solicitors to VOG Fladgate LLP 25 North Row London W1K 6DJ Guernsey Advocates to VOG Collas Day Manor Place St Peter Port Guernsey GY1 4EW Accountants to VOG Deloitte & Touche Deloitte & Touche House Earlsfort Terrace Dublin 2 Ireland Registrars to VOG Computershare Investor Services Plc The Pavilions Bridgwater Road Bristol BS99 6ZY 8 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ TABLE OF CONTENTS Pages Part One Letter of Recommendation from the Independent Bramlin Directors 11 Part Two Explanatory Statement from Bramlin’s Financial Adviser 19 Part Three Conditions to Implementation of the Scheme 33 Part Four Financial Information relating to VOG 38 Part Five Financial Information relating to Bramlin 92 Part Six Additional Information 114 Part Seven The Scheme of Arrangement 138 Part Eight Notice of Court Meeting 143 Part Nine Definitions 145 Appendix 1 Taxation 152 9 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ EXPECTED TIMETABLE OF PRINCIPAL EVENTS Event Time and/or date LatesttimeforlodgingFormofProxyforCourtMeeting 10 a.m. on 3 December 2008(1) Voting Record Time 6 p.m. on 3 December 2008(2) Court Meeting 10 a.m. on 5 December 2008 The following dates are subject to change; please see note (3) below Scheme Record Time 6 p.m. on 11 December 2008 Last day of dealings in, and for registration of transfers of Bramlin Shares 11 December 2008 Court Hearing (to sanction the Scheme) 12 December 2008 Effective Date of the Scheme 12 December 2008 Cancellation to trading of Bramlin Shares on AIM 15 December 2008 Admission of New VOG Shares to trading on AIM 8:00 a.m. on 15 December 2008 CREST accounts credited with New VOG Shares in uncertificated form Notlaterthan14daysaftertheEffectiveDate Latest date for despatch of New VOG Shares in certificated form Notlaterthan14daysaftertheEffectiveDate Notes: (1) Pleasesee‘‘ActionToBeTaken’’onpage6. (2) IftheCourtMeetingisadjourned,theVotingRecordTimefortherelevantadjournedmeetingwillbe6:00p.m.ontheday fallingtwodaysbeforethedayoftheadjournedmeeting. (3) Thesetimesanddatesareindicativeonlyandwilldepend,amongotherthings,onthedateuponwhichtheCourtsanctions theScheme,andthedateonwhichtheConditionsareeithersatisfiedor(wherecapableofwaiver)waived. Unless otherwise stated, all references in this document to times are to London time. The Court Meeting will be held at Suite 7, Provident House, Havilland Street, St Peter Port, Guernsey GY1 2QE on 5 December 2008. 10 c99512pu010Proof8:12.11.08B/LRevision:0OperatorAytJ

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Canada against Alhambra Resources Ltd, the parent company of Saga in an asset, the recoverability of the net book value relating to that field is between Bramlin and Sigma Exploration Limited (''Sigma'') (as amended by a.
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Most books are stored in the elastic cloud where traffic is expensive. For this reason, we have a limit on daily download.