Tender Offer

4 February 2009


 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO AUSTRALIA,
                 CANADA, JAPAN OR THE UNITED STATES

                   Africa Opportunity Fund Limited

                            Tender Offer

Africa Opportunity  Fund  Limited, a  closed-end  investment  company
traded on the AIM Market of  the London Stock Exchange and listed  on
the Channel  Islands Stock  Exchange, is  offering, conditional  upon
Shareholder  approval  at  an  extraordinary  general  meeting,  each
Shareholder the right to  tender some or all  of the Ordinary  Shares
held by such Shareholder.

Notice of the Tender Offer EGM is set out in the Circular (a copy  of
which  will  shortly   be  available  from   the  Company's   website
www.africaopportunityfund.com and  will  be  posted  to  Shareholders
today).  The Board  consider that  the Tender  Offer is  in the  best
interests of Shareholders as a whole and unanimously recommends  that
Shareholders vote in favour of the Tender Offer Resolution.

Summary of the proposal

*          Proposed Tender Offer to allow Shareholders to realise
  their investment in the Company. Price paid per Exit Share linked
  to net asset amount realised from prorate share of Company's
  investment portfolio.
*          The Company's assets and liabilities will be split, so far
  as possible, in accordance with the level of successful tenders
  into a Tender Offer Pool and a Continuing Pool.
*          The assets in the Tender Offer Pool will be realised and
  net cash proceeds paid to Exiting Shareholders.
*          Shareholders who do not tender their Ordinary Shares will
  remain as Shareholders. The Continuing Pool will continue to be
  invested in accordance with the Company's existing investment
  objective and investment policy.
*          Shareholders are not required to tender any Ordinary
  Shares in the Tender Offer if they do not wish to.
*          The Company's CISX listing will be cancelled whether or
  not the Tender Offer is approved or implemented.


For further information please contact:

Africa Opportunity Fund Limited
Francis Daniels                                   Tel: [phone]

Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett                                       Tel: [phone]
5100

INTRODUCTION

After discussions  with  major  Shareholders,  the  Company  and  its
investment  manager,  Africa   Opportunity  Partners  Limited,   have
determined to implement the Tender Offer to allow all Shareholders an
opportunity to realise their investment in the Company.

The Company and the Investment Manager remain fully committed to  the
Company's investment policy of seeking to achieve consistent  capital
growth and income through investment in value, arbitrage and  special
situations  opportunities  derived  from  the  continent  of  Africa.
Current  market  conditions,  while  difficult  and  while  producing
investment losses to date, at the same time have produced  valuations
and investment  opportunities that  are, in  the view  of  Directors,
exceptionally attractive. More than ever, the Directors believe  that
the Company presents an attractive investment opportunity.

The Directors do not intend to tender in the Tender Offer any of  the
10,775,827 Ordinary Shares  (representing in aggregate  approximately
9.33 per cent. of the existing  issued share capital of the  Company)
in which  they  are  interested. The  Directors  and  the  Investment
Manager intend  that the  Company's securities  will continue  to  be
admitted to trading  on AIM,  to the extent  possible, following  the
completion of the Tender Offer. However, regardless of the outcome of
the Tender Offer  the Company intends  to seek a  delisting from  the
CISX for reasons detailed below.

The price that  will be  paid to  Shareholders who  decide to  tender
Ordinary Shares will be  linked to the  net amount actually  realised
from a pro rata share of the Company's investment portfolio. This sum
may be different  from the  Company's announced Net  Asset Value  per
Ordinary Share.

In addition, to compensate the Investment Manager for the fact  that,
relatively early in the life of the Company, it will be losing  funds
under management on which it  would otherwise have earned  management
fees and to compensate Continuing Shareholders for the fact that they
will inevitably be bearing a higher  proportion of fixed costs on  an
ongoing basis, it is proposed that certain sums will be deducted from
the Tender Offer Pool  to compensate the  Investment Manager for  the
accelerated  loss  of  funds  under  management  and  the  Continuing
Shareholders for the heavier burden of fixed costs they will carry in
the future. Further details of these arrangements are detailed in the
"Costs and Expenses" paragraph below.

THE TENDER OFFER

The Company is seeking to address the needs of Shareholders who would
like to achieve some  liquidity by offering  to each Shareholder  the
right to  tender some  or all  of the  Ordinary Shares  held by  such
Shareholder  on  the  Record   Date  for  immediate  repurchase   and
cancellation by the Company  for the right  to receive payments  over
time of  a price  based on  a proportionate  share of  the  aggregate
Tender Consideration, being the aggregate amount of the net  proceeds
actually received by the  Company in USD on  the full disposition  of
each investment in the  Tender Offer Pool  less applicable costs  and
expenses allocated to the Tender Offer Pool.

The Tender Offer will close at 5.00 p.m. (Coordinated Universal Time)
on 18 February 2009 and the results of the Tender Offer are  expected
to be announced following completion of the EGM on 26 February  2009.
The division of the Company's assets and liabilities into the  Tender
Offer Pool and the Continuing Pool will take place on the Calculation
Date which is currently anticipated to be 27 February 2009.  Ordinary
Shares  successfully  tendered  will  be  treated  as  purchased  and
cancelled  on   the   Calculation   Date   with   applicable   Tender
Consideration  left  outstanding  as  a  deferred  liability  of  the
Company. Following the  Calculation Date,  Exiting Shareholders  will
cease to have any  rights as Shareholders  but will become  unsecured
creditors of  the Company  (each with  a proportionate  right to  the
Tender Consideration) until the  payment of the Tender  Consideration
has been completed. Thereafter the Tender Consideration will be  paid
to Exiting Shareholders  (in one or  more payments) as  and when  the
Company is  able  to realise  the  investments in  the  Tender  Offer
Portfolio.

Shareholders do not have to tender any Ordinary Shares in the  Tender
Offer if they do not wish to do so.

The Tender Offer is conditional upon Shareholders passing the  Tender
Offer Resolution to approve its implementation.

Tender Offer Pool

Save as set out  below, all of the  Company's assets and  liabilities
will, on  the Calculation  Date,  so far  as  possible, be  split  in
accordance with the level of  successful tenders into a Tender  Offer
Pool and a Continuing Pool. As the Company will continue to undertake
investment activity in the ordinary course of business the assets and
liabilities of the Company as at the Calculation Date may differ from
the assets and liabilities existing at the date of the Circular.  The
assets in the  Tender Offer Pool  will be realised  and the net  cash
proceeds (after deductions of the costs and expenses outlined  below)
will be  paid as  Tender Consideration  to Exiting  Shareholders  who
successfully tendered their Ordinary Shares.

Notwithstanding the foregoing,  since the DiamondCorp  PLC bond is  a
private loan which cannot, therefore, be divided or sold in portions,
and the loan will, at the option of the Investment Manager either (i)
be retained by the Continuing Pool,  with a cash payment made to  the
Tender Offer Pool according to the loan's fair value, or (ii) sold in
its entirety and  the cash  consideration allocated pro  rata to  the
Tender Offer Pool and the Continuing Pool.

For the avoidance of doubt,  following the Calculation Date,  Exiting
Shareholders will  have  no  interest  in,  or  entitlement  to,  the
Continuing Pool.

Costs and Expenses

The costs and expenses of implementing the Tender Offer will together
be borne  by Exiting  Shareholders and  Continuing Shareholders.  The
costs and expenses of realising the  assets in the Tender Offer  Pool
(to include selling  commissions and  any other  applicable fees  and
expenses) will be borne by the Tender Offer Pool.

In order  to compensate  the Investment  Manager for  the fact  that,
relatively early in the  life of a Company,  it will be losing  funds
under management on which it  would otherwise have earned  management
fees and to compensate Continuing Shareholders for the fact that they
will inevitably be bearing a higher  proportion of fixed costs on  an
ongoing basis  it  has  been agreed  that  the  following  additional
deductions will  be made  from  the net  amounts realised   from  the
Tender Offer Pool:


On  realisations  of  investments  in   the   10 per cent. of the net
Tender  Offer  Pool  where  the  applicable   amounts realised.
settlement date is on  or prior to 30  June
2009:

On  realisations  of  investments  in   the   5 per cent. of the  net
Tender  Offer  Pool  where  the  applicable   amounts realised.
settlement date is after 30 June 2009:


In each case the  deductions made will be  split equally between  the
Investment Manager and for  the benefit of  the Continuing Pool.  The
amounts reallocated  to the  Continuing Pool  will be  available  for
reinvestment.

The  Independent  Directors,  having  consulted  with  the  Company's
nominated adviser, believe the  proposed payment of the  distribution
fees relating  to  the Investment  Manager  are fair  and  reasonable
insofar as Shareholders are concerned.

Calculation of the Tender Consideration

On the Calculation  Date the  assets and liabilities  of the  Company
will, subject as set out below, be  allocated on a pro rata basis  in
accordance with the successful tenders,  between a Tender Pool and  a
Continuing Pool. In effecting the allocation:

*          subject to the paragraph below, all liabilities recognised
  in the Company's accounting records and all debtors and other
  receivables will be allocated pro rata between the Tender Offer
  Pool and the Continuing Pool by reference to the respective values
  of each pool;
*          a pro rata proportion (representing the period from 1
  January 2009 to and including the Calculation Date) of the
  instalment of the annual management fee for the quarter commencing
  1 January 2009 (the "Q1 Management Fee") shall be allocated pro
  rata between the Tender Offer Pool and the Continuing Pool by
  reference to the respective values of each pool. The remaining
  amount of the Q1 Management Fee shall be allocated to and payable
  by the Continuing Pool;
*          any investment whose listing has been suspended and any
  other assets which the Directors consider it would be inappropriate
  to transfer to the Tender Offer Pool (e.g. stocks subject to
  corporate action) will be allocated to the Continuing Pool at the
  value reflected in the accounting records (which will reflect the
  Director's assessment of fair value);
*          all quoted investments, other than those mentioned in the
  above bullet point, will be allocated pro rata between the Tender
  Offer Pool and the Continuing Pool by reference to the respective
  values of each pool.  For such purposes the calculations will be
  rounded down to the nearest whole number of securities for each
  security;
*          the loans related to the DiamondCorp PLC transaction will,
  at the option of the Investment Manager, either (i) be allocated in
  full to the Continuing Pool with the proportion of the loans
  related to the DiamondCorp PLC transaction otherwise attributable
  to the Tender Offer Pool being purchased (at fair value) for cash
  by the Continuing Pool, or (ii) sold in their entirety and the cash
  consideration allocated pro rata to the Tender Offer Pool and the
  Continuing Pool; and
*          all cash and near cash assets, other than as set out in
  the paragraph above, will be allocated pro rata between the Tender
  Offer Pool and the Continuing Pool by reference to the respective
  values of each pool.

In allocating and/or valuing assets  and liabilities pursuant to  the
bullet points above the Directors, after consultation with the Expert
(as defined below), shall be entitled  (in any case where the  proper
allocation of an  asset or liability  in accordance with  any of  the
above provisions is, in  the opinion of  the Directors, incorrect  or
unfair) to  adopt an  alternative basis  of allocation  or method  of
valuation (as the case may be).

The Investment Manager will prepare or procure the preparation of the
calculation necessary  to determine  the Tender  Offer Pool  and  the
Continuing Pool. Such calculation will be reviewed by the Expert.

The "Expert" shall be either the Company's administrator, a reputable
firm of accountants  or investment  bank or  other similar  financial
services organisation selected by  agreement between the Company  and
the Investment Manager.  Such Expert will act as expert and not as an
arbitrator.

Settlement and calculation formula of tender offer price

Unless terminated in  accordance with the  provisions as detailed  in
this  announcement,  the  Tender  Offer  will  close  at  5.00   p.m.
(Coordinated Universal Time) on 18  February 2009 and it is  expected
that on 26 February 2009 the Company will make a public  announcement
of the EGM results and (if the Tender Offer Resolution is passed) the
total number  of  Ordinary Shares  tendered  pursuant to  the  Tender
Offer.

Ordinary Shares successfully  tendered will be  treated as  purchased
and cancelled on the Calculation Date which it is currently  expected
will be 27  February 2009 at  the Formula Tender  Price per  Ordinary
Share.

The Formula  Tender  Price per  Ordinary  Share shall  be  an  amount
(rounded down to the nearest whole US cent) equal to ((A - B) divided
by C) where:

A = the aggregate amount of the net proceeds actually received by the
Company in USD  on the  full disposition  of each  investment in  the
Tender Offer Pool (and including any allocated free USD cash);

B = the costs and deductions chargeable to the Tender Offer Pool; and

C = the total number of Exit Shares.

The Formula Tender Price  per Ordinary Share will  be payable by  the
Company to the Exiting Shareholders in applicable tranches  ("Payment
Tranches") in USD following the  full or partial disposition of  each
investment in the Tender Offer Pool which shall take place from  time
to time in accordance with the Company's ordinary course of business.
The Formula Tender Price per Ordinary Share will be satisfied in full
following the  complete disposition  of the  last investment  in  the
Tender Offer Pool  and the  settlement of the  final Payment  Tranche
relating to such investment (the "Payment Satisfaction Date"). On and
following the  Payment  Satisfaction Date  the  Exiting  Shareholders
shall have no further right to receive further Payment Tranches  from
the Company.

Realisation of the Tender Offer Pool

Given the  nature of  the  assets in  the Company's  portfolio  which
mainly comprise securities listed or quoted on the stock exchanges of
various emerging markets, together with certain unquoted  securities,
it may be difficult and time  consuming to realise the assets in  the
Tender  Offer  Pool.   Distributions   of  tranches  of  the   Tender
Consideration will, therefore,  be made  as and  when the  Investment
Manager believes it to be appropriate given the amounts realised.

None of the assets in the Tender Offer Pool will be disposed of to  a
Related Party (as such term is defined in the AIM Rules) without  the
prior approval of the Board and  subject always to the provisions  of
the AIM Rules.

TERMINATION OF THE TENDER OFFER

If the Company (acting through the Directors) is of the opinion that:

*          in its absolute discretion, the Tender Offer would no
  longer be in the best interests of the Company and/or the
  Shareholders as a whole; or
*          as a result of any change in national or international
  financial, economic, political or market conditions, the Tender
  Offer or the cost of realisation of assets to fund the Tender Offer
  has become significantly more expensive since the date of the
  Circular; or
*          in its reasonable opinion the completion of the purchase
  of Ordinary Shares in the Tender Offer could have unexpected
  adverse fiscal or other consequences (whether by reason of a change
  in legislation or practice or otherwise) for the Company or its
  Shareholders if the Tender Offer were to proceed,

the Company shall be entitled at its complete discretion by a  public
announcement  and  subsequent  written  notice  to  Shareholders   to
withdraw the Tender Offer  and in such event  the Tender Offer  shall
cease and terminate absolutely.

RESTRICTED SHAREHOLDERS AND SHAREHOLDERS GENERALLY

The attention of shareholders who  are not citizens or nationals  of,
or resident in, the United Kingdom is drawn to paragraph 3 of Part  I
of the Circular.

TAXATION

Shareholders who  sell  Ordinary  Shares in  the  Tender  Offer  may,
depending on their individual circumstances, incur a tax liability.

Following the proposed delisting of the Company from the CISX (please
see below) Ordinary Shares will no  longer be eligible to be held  in
the stocks and shares component  of an UK Individual Savings  Account
(ISA) or an UK Self Invested Personal Pension (SIPP).

Shareholders who are in doubt as to their tax position should consult
an appropriate professional adviser.

RISK FACTORS

The attention of Shareholders is drawn to the Risk Factors set out in
Part II of the Circular.

CANCELLATION OF CISX LISTING

Shortly after the  Company's admission to  AIM, application was  also
made and granted for  the issued share capital  of the Company to  be
dual listed on the CISX. It was anticipated that a CISX listing would
broaden the appeal of the Company particularly as it would enable  UK
retail investors to invest in the Company via certain individual  tax
efficient investment  accounts.   Unfortunately these  benefits  have
failed to  materialise to  the  extent anticipated  and  accordingly,
whether or  not the  Tender Offer  is approved  and implemented,  the
Company has  concluded  that  the expense  of  maintaining  the  CISX
listing is no  longer justified.   Consequently, with  effect from  4
March 2009 the  admission of the  Ordinary Shares to  trading on  the
CISX will be cancelled.

INVESTMENT OBJECTIVE AND POLICY

The Board  confirms  that the  assets  in the  Continuing  Pool  will
continue to be  invested in  accordance with  the Company's  existing
investment objective and investment policy of providing  Shareholders
with consistent capital  growth and income  through value,  arbitrage
and  special  situation  investments  in  the  Continent  of  Africa.
Portfolio investments will include  equity, debt and other  interests
in both listed and unlisted assets.

CURRENT FINANCIAL POSITION

For information on the Company's Net Asset Value position please  see
the most recent Net Asset Value announcement on the Company's website
www.africaopportunityfund.com. A  further  updated  Net  Asset  Value
announcement will be made in accordance with the Company's Net  Asset
Value reporting policy during the period of the Tender Offer.

EXTRAORDINARY GENERAL MEETING

The Company is  convening an Extraordinary  General Meeting for  1.00
p.m. (Coordinated Universal  Time) on  26 February  2009 to  consider
and, if thought fit, pass the Proposals (further details of which are
set out in the Circular).

RECOMMENDATION

The Board considers that  the Tender  Offer is in the best  interests
of  Shareholders  as  a  whole.  Accordingly,  the  Board  recommends
unanimously that  Shareholders vote  in favour  of the  Tender  Offer
Resolution as they  intend to do  so in respect  of their  beneficial
holdings of Ordinary Shares which, in aggregate amount to  10,775,827
Ordinary Shares  representing approximately  9.33  per cent.  of  the
issued share capital of the Company.

The Directors continue to have  faith in, and remain fully  committed
to,  the  Investment  Manager.   Current  market  conditions,   while
difficult and while producing investment losses to date, at the  same
time have produced valuations and investment opportunities that  are,
in the view  of the Directors,  exceptionally attractive.  More  than
ever, the Directors believe that  the Company presents an  attractive
investment opportunity.  Accordingly, none of the Directors intend to
tender any of their beneficial holdings of Ordinary Shares.

The Directors  make no  recommendation  in terms  of whether  or  not
Shareholders should  tender Ordinary  Shares  in the  Tender  Offer.
Shareholders should make  their own  decision in light  of their  own
individual circumstances and investment objectives both with  respect
to their individual investments in the Company and in light of  their
investment portfolios as a whole.

EXPECTED TIMETABLE*


Record Date for the Tender Offer     8.00 a.m. (Coordinated Universal
                                             Time) on 5 February 2009
Closing Date: latest  time and  date 5.00 p.m. (Coordinated Universal
for receipt of Tender Forms                 Time) on 18 February 2009
Latest time and date for receipt  of 1.00 p.m. (Coordinated Universal
Proxy Forms                                 Time) on 24 February 2009
Extraordinary General Meeting        1.00 p.m. (Coordinated Universal
                                            Time) on 26 February 2009
Results of  the EGM  and the  Tender                 26 February 2009
Offer announced on
Calculation Date                                     27 February 2009
Date of cancellation of CISX listing                     4 March 2009


*The above times and/or dates may be subject to change and, in the
event of such change, the revised times and/or dates will be notified
to Shareholders by an announcement through a Regulatory Information
Service of the London Stock Exchange and to the CISX.


DEFINITIONS


The following definitions apply  throughout this announcement  unless
the context otherwise requires:


"Admission Document"         the  Company's  AIM  admission  document
                             dated 18 July 2007;
''AIM''                      the market of that name operated by  the
                             London Stock Exchange;
"AIM Rules"                  the  AIM   Rules   for   Companies,   as
                             published by the  London Stock  Exchange
                             from time to time;
''Articles of Association''  the  articles  of  association  of   the
                             Company;
''Board'' or ''Directors''   the directors of the Company;
''Business Day''             any day other than a Saturday, Sunday or
                             public holiday in London;
''Calculation Date''         the  date  on  which  the  Company  will
                             create (and/or procure the creation of )
                             the Tender Offer Pool and the Continuing
                             Pool and  formally purchase  and  cancel
                             Ordinary  Shares  validly  tendered  and
                             accepted pursuant to the Tender Offer in
                             accordance with the terms and conditions
                             of the Tender  Offer currently  expected
                             to be 27 February 2009;
''certificated''   or   ''in not in uncertificated form;
certificated form"
"Circular"                   the circular sent  to shareholders on  4
                             February 2009;
"CISX" or  "Channel  Islands the Channel Islands Stock Exchange, LBG;
Stock Exchange"
"Clearstream"                the system  of paperless  settlement  of
                             trades  and  the   holdings  of   shares
                             without share certificates  administered
                             by Clearstream Banking SA;
''Closing Date''             5.00 p.m.  (Coordinated Universal  Time)
                             on 18 February 2009;
"Companies Law"              the Companies Law (2007 Revision) of the
                             Cayman Islands (as amended);
''Company''                  Africa Opportunity  Fund  Limited  (and,
                             for the purposes  of this  announcement,
                             references to the assets and liabilities
                             and investment portfolio of the  Company
                             shall together  include the  assets  and
                             liabilities and investment portfolio  of
                             the Company, the Limited Partnership and
                             Africa Opportunity Fund (GP) Limited);
"Conditions"                 the Conditions  to the  Tender Offer  as
                             defined in paragraph 2.1 of Part III  of
                             the Circular;
"Continuing Pool"            the pool of securities, cash and  assets
                             to be  created  in accordance  with  the
                             Tender Offer  for  the  benefit  of  the
                             Continuing Shareholders;
"Continuing Shareholders"    Shareholders who retain Ordinary  Shares
                             after the Calculation Date;
"EGM"                        the extraordinary general meeting of the
                             Company   convened    for   1.00    p.m.
                             (Coordinated  Universal   Time)  on   26
                             February 2009;
"Euroclear"                  the system  of paperless  settlement  of
                             trades and the holding of shares without
                             share   certificates   administered   by
                             Euroclear Bank SA;
"Exiting Shareholders"       those  Shareholders   who   successfully
                             tender  Ordinary  Shares  for   purchase
                             pursuant to the Tender Offer;
"Exit Share"                 an  Ordinary   Share  which   has   been
                             successfully   tendered   for   purchase
                             pursuant to the Tender Offer;
"Formula  Tender  Price  per has the meaning defined in paragraph 5.3
Ordinary Share"              of Part III of the circular;
"Independent Directors"      the Board  excluding  Robert  Knapp  and
                             Francis Daniels;
"Investment Manager"         Africa Opportunity Partners Limited;
"Limited Partnership"        Africa Opportunity Fund  L.P., a  Cayman
                             Islands  registered   exempted   limited
                             partnership;
''London Stock Exchange''    London Stock Exchange plc;
''Net   Asset   Value''   or the total value of all of the assets  of
''NAV''                      the  Company  less  its  liabilities  as
                             determined by the  Board and  calculated
                             in   accordance   with   the   Company's
                             accounting policies;
''Net   Asset   Value    per the  Net  Asset  Value  divided  by  the
Ordinary Share"              number of Ordinary Shares then in issue;
''Ordinary Shares''          ordinary shares of USD 0.01 each in  the
                             capital of the Company;
''Overseas Shareholders''    Shareholders who  are  resident  in,  or
                             citizens  of,  territories  outside  the
                             United Kingdom and  not resident in,  or
                             citizens  of,  any  of  the   Restricted
                             Territories;
"Proxy Form"                 the proxy  form  for use  in  connection
                             with the EGM, and which accompanies  the
                             Circular;
''Record Date''              8.00 a.m.  (Coordinated Universal  Time)
                             on 5 February 2009;
"Register"                   the Company's register of Shareholders;
''Restricted Shareholders''  Shareholders who  are  resident  in,  or
                             citizens of, a Restricted Territory;
''Restricted Territories''   any  of   the   following   territories:
                             Australia, Canada, Japan and the  United
                             States;
''Shareholders''             holders of  Ordinary Shares  (or,  where
                             the context so requires, where  Ordinary
                             Shares  are  held  in  Euroclear  and/or
                             Clearstream,   the   persons   otherwise
                             beneficially entitled  to such  Ordinary
                             Shares);
"Tender Consideration"       the aggregate amount to  be paid by  the
                             Company to the  Exiting Shareholders  as
                             calculated and paid  in accordance  with
                             Part III of the Circular;
"Tender Form"                the tender  form for  use in  connection
                             with  the   Tender   Offer   and   which
                             accompanies the Circular;
"Tender Offer" or "Offer"    the  conditional   invitation   by   the
                             Company  to  Shareholders  (other   than
                             Restricted   Shareholders)   to   tender
                             Ordinary   Shares   for   purchase   and
                             cancellation by the Company on the terms
                             and subject to the conditions set out in
                             this announcement, the  Circular and  in
                             the Tender Form;
"Tender Offer Pool"          the pool of securities, cash and  assets
                             to be  created  in accordance  with  the
                             Tender Offer  for  the  benefit  of  the
                             Exiting Shareholders;
"Tender Offer Resolution"    the special  resolution to  approve  the
                             Tender Offer to be  proposed at the  EGM
                             notice of which is set out on page 28 of
                             the Circular;
''uncertificated'' or ''in   an  Ordinary  Share   recorded  on   the
uncertificated form"         Register as being  held in Euroclear  or
                             Clearstream by the  relevant nominee  on
                             behalf  of   a   Shareholder   and   the
                             beneficial  title   to  which   may   be
                             transferred by  means  of  Euroclear  or
                             Clearstream (as appropriate);
''United Kingdom'' or ''UK'' the United Kingdom of Great Britain; and
"$", "US Dollar" or "USD"    United   States   dollars,   the   legal
                             currency of the United States.

---END OF MESSAGE---




This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.