Acquisition

BAE SYSTEMS PLC
07 May 2007

Not for release, publication or distribution in, or into, the United States,
Canada, Japan or Australia, or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction.



   BAE SYSTEMS PLC ANNOUNCES PROPOSED ACQUISITION OF ARMOR HOLDINGS INC.  AND
                  PLACING TO RAISE APPROXIMATELY £750 MILLION

                                                                      7 May 2007

BAE Systems plc ('BAE Systems' or the 'Company') announces that its wholly-owned
US subsidiary BAE Systems, Inc. has entered into a definitive merger agreement
to acquire Armor Holdings Inc. ('Armor Holdings') for $88 per share in cash,
representing a total consideration for Armor Holdings' fully diluted share
capital of approximately $4,144 million (£2,080 million). Including the
assumption of net debt of $388 million (£195 million), the transaction is valued
at $4,532 million (£2,275 million).

Headquartered in Jacksonville Florida, Armor Holdings is a major manufacturer of
tactical wheeled vehicles and a leading provider of vehicle and individual
armour systems and survivability technologies for the military and adjacent law
enforcement and commercial security markets.  Armor Holdings reported sales of
$2,361million and profit before tax of $214 million for the year ended 31
December 2006.   As at 31 December 2006 Armor Holdings had total assets of
$2,318 million. Armor Holdings employs over 8,000 people in 63 locations
throughout the US and internationally, including the UK.

The proposed acquisition will be financed through a combination of a placing of
new ordinary shares in BAE Systems (the 'Placing'), which is expected to raise
approximately £750 million before expenses, and existing internal resources. The
Placing, which will be jointly undertaken by Hoare Govett Limited ('Hoare Govett
') and UBS Limited ('UBS' and, together, the 'Managers'), is being launched on
Tuesday 8 May 2007, and is not conditional upon the completion of the proposed
acquisition.

The proposed acquisition is expected to be immediately accretive to BAE Systems'
earnings as well as delivering returns in excess of BAE Systems' cost of capital
in the second full year (2009) following the proposed acquisition, before
goodwill and amortization.

The proposed acquisition is a significant step in the implementation of BAE
Systems' strategy to grow as the premier global defence and aerospace company
by:

    - expanding and developing its business in the United States,

    - expanding its global land systems business, and

    - developing its worldwide through-life support, solutions and services
      activities.

The proposed acquisition will strengthen BAE Systems' position as one of the
world's leading land systems businesses.  The integration of Armor Holdings into
BAE Systems Land and Armaments sector is expected to increase BAE Systems' US
sales by more than $3 billion by the addition of complementary revenue streams
from several priority tactical vehicle programmes.  BAE Systems' global
marketing presence will enhance Armor Holdings ability to offer tactical wheeled
vehicle replacement programmes in overseas markets.

Current operations by armed forces have clearly signalled the urgent requirement
for increased survivability and more effective armour systems.  The combination
of the complementary technologies of BAE Systems and Armor Holdings will better
serve this need.  BAE Systems brings expertise in combat vehicle design, rapid
prototyping and survivability systems, and Armor Holdings brings expertise in
automotive design and lean, high-volume manufacturing technologies.

The combined business will be well-positioned to address significant new
tactical vehicle requirements.  The US and UK armed forces, and many other
nations' armed forces, are experiencing an increased demand for tactical wheeled
vehicles with increased survivability.  Approximately 60% of the US Army's
current stated medium truck requirements is still to be manufactured. This
requirement, together with additional opportunities in relation to new vehicle
programmes - such as the Family of Medium Tactical Vehicles (FMTV), the
Mine-Resistant Ambush Protected (MRAP) vehicle, and future prospects such as the
Joint Light Tactical Vehicle (JLTV) - are expected to be valued at over $10
billion.

The proposed acquisition creates a significant opportunity for growth in
readiness and sustainment activity. Armor Holdings has an installed base of more
than 30,000 tactical wheeled vehicles and is addressing potential requirements
to produce up to 60,000 more over the next 10 years.  Combined with BAE Systems'
existing installed base of approximately 88,000 vehicles worldwide, this
acquisition enables Armor Holdings customers to benefit from enhanced logistics
and support through integration with BAE Systems' well established reset,
upgrade and support capability.

On completion of the proposed acquisition it is intended that Armor Holdings
will be integrated into BAE Systems Land and Armaments sector.  It is intended
that retention agreements will be put in place to address leadership continuity
going forward.

In advance of BAE Systems' planned communication to investors at its AGM on
Wednesday 9 May the company has reviewed the current trading outlook.  It has
concluded that, notwithstanding the translation effects on the financial results
of the Company's US operations arising from recent weakness of the US dollar,
BAE Systems continues to anticipate a further year of good growth in 2007, in
particular from the Land & Armaments sector and from further progress in UK
programmes.  The Company anticipates good operating cash flow again in 2007.

Commenting on the proposed acquisition, Mike Turner, Chief Executive of BAE
Systems, said:

'Armor Holdings is a strong business with an excellent track record and a highly
regarded management team.  The combination of Armor Holdings with BAE Systems'
existing land systems business, will strengthen our capabilities to the benefit
of the US and UK armed forces and their international allies.'

Walt Havenstein, President and CEO of BAE Systems, Inc. added:

'BAE Systems, Inc. has a demonstrated record of excellent stewardship having
increased investment, grown jobs and improved performance in its acquired US
businesses.  BAE Systems and Armor Holdings share a common commitment to
national security and support for the men and women of the armed forces.'

The proposed acquisition is conditional, amongst other things, upon receiving
certain required regulatory clearances and the approval of Armor Holdings'
shareholders and is expected to close in the third quarter.



The Placing

The Placing by Hoare Govett and UBS of new ordinary shares, representing
approximately 5.9% per cent. of BAE Systems' existing issued share capital, is
expected to raise approximately £750 million (before expenses) and will
contribute to the funding for the proposed acquisition.  The number of ordinary
shares to be sold in the Placing and the placing price will be decided at the
close of the accelerated bookbuilding period and BAE Systems will make a further
announcement thereafter. The Placing is not conditional on the completion of the
proposed acquisition.

The placing shares will rank equally in all respects with the existing ordinary
shares of the Company, including the right to receive all future dividends and
other distributions, other than the final dividend for the year ended 31
December 2006 of 6.9 pence per ordinary share announced on 22 February 2007.
Subject to shareholder approval, the final dividend will be paid on 1 June 2007
to shareholders registered on 20 April 2007.  The ex-dividend date was 18 April
2007.

Application will be made for the placing shares to be admitted to the Official
List maintained by the UK Listing Authority and to be admitted for trading by
the London Stock Exchange on its main market for listed securities.  Admission
of the placing shares is expected to take place on 11 May 2007.  In connection
with the Placing, BAE Systems has agreed not to issue ordinary shares (other
than the placing shares) for a period beginning on the date of this announcement
and ending 90 days after admission, subject to certain customary exceptions
including with the prior consent of the Managers.

Attention is drawn to the detailed terms and conditions of the Placing described
in Appendix 1 to this announcement and, in particular, to the requirement that a
Placee (as defined in Appendix 1) must either have made a nationality
declaration (which is still in effect and correct) or must make a nationality
declaration in accordance with the provisions of the Company's articles of
association before the directors of the Company are entitled to register a
Placee's allocation.  This declaration can be made through CREST or via a
declaration form, which can be obtained from either of the managers.

Issued by:

BAE Systems plc

London



For further information please contact:-

BAE Systems

         Investors:  Andy Wrathall             tel: [phone]

         Media:  Charlotte Lambkin             tel: [phone]

Hoare Govett (Joint Corporate Broker)

         Corporate Broking

         Neil Collingridge                     tel: [phone]

         Luke Simpson                          tel: [phone]

         Syndicate

         Jeremy Thompson                       tel: [phone]

         Tom Perry                             tel: [phone]

UBS Securities LLC (Financial adviser to BAE Systems)

         Kevin Cox                             tel: [phone]

         Sameer Singh                          tel: [phone]

UBS Limited (Joint Corporate Broker)

        Corporate Broking

        Phil Shelley                           tel: [phone]

        James Archer                           tel: [phone]

        Syndicate

        Christopher Smith                      tel: [phone]

        Tom Johnson                            tel: [phone]



Hoare Govett Limited and ABN AMRO Bank N.V. (London branch), which are
authorised and regulated by the Financial Services Authority, are acting
exclusively for BAE Systems and for no one else solely in connection with the
Placing and will not be responsible to anyone other than BAE Systems for
providing the protections afforded to the customers of Hoare Govett Limited and
ABN AMRO Bank N.V. (London branch) or for providing advice in relation to the
Placing or any transaction or arrangement referred to in this announcement.


UBS Limited, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for BAE Systems and for no one else solely in
connection with the Placing and will not be responsible to anyone other than BAE
Systems for providing the protections afforded to the customers of UBS Limited
or for providing advice in relation to the Placing or any transaction or
arrangement referred to in this announcement.


This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.


This announcement includes 'forward-looking statements'. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, the expected
timing and strategic and financial effects of the proposed acquisition and
trends in the U.S. defence budget and the defence industry, are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors which could cause the actual results,
performance or achievements of the Company or the markets and economies in which
the Company operates to be materially different from future results, performance
or achievements expressed or implied by such forward-looking statements,
including, without limitation, risks related to: the integration of Armor
Holdings 's business with the Company's, the costs related to the proposed
acquisition, inability to obtain, or meet conditions imposed for, required
governmental and regulatory approvals and consents and inability to obtain the
approval of the shareholders of Armor Holdings  for the proposed acquisition.
The Company cannot give any assurance that the proposed acquisition will be
completed or that it will be completed on the terms described in this
announcement.


This announcement is not an offer for sale within the United States of any
security of the Company. Securities of the Company, including its ordinary
shares, may not be offered or sold in the United States absent registration
under the U.S. securities laws or unless exempt from registration under such
laws.


No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of BAE Systems for the current or future financial years would necessarily
match or exceed the historical published earnings per share of BAE Systems.


This material is not a proxy solicitation and is not a substitute for the proxy
statement Armor Holdings, Inc. will file with the US Securities and Exchange
Commission (SEC). Investors are urged to read the proxy statement when it
becomes available, because it will contain important information. The proxy
statement and other documents, which will be filed by Armor Holdings with the
SEC, will be available free of charge at the SEC's website, www.sec.gov, or by
visiting Armor Holdings' website at www. Armor Holdings .com.



Not for release, publication or distribution in, or into, the United States,
Canada, Japan or Australia, or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction.




APPENDIX 1

Further Information on the Placing

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN, AND ANY
OFFER IF MADE SUBSEQUENTLY, ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1)
'QUALIFIED INVESTORS' AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')
AND (2) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO
FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THE NEW ORDINARY SHARES THAT ARE
THE SUBJECT OF THE PLACING (THE 'PLACING SHARES') REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE 'SECURITIES ACT') AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Relevant Persons choosing to participate in the Bookbuilding Process and, if
relevant, the Placing ('Placees') will be deemed to have read and understood
this announcement (including this appendix) in its entirety and to be making any
such offer to participate on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings, contained in
this appendix.

In particular each such Placee represents, warrants and acknowledges that:

1.         it is a Relevant Person and undertakes that it will acquire, hold, 
manage or dispose of any Placing Shares that are allocated to it for the 
purposes of its business;

2.         in the case of a Relevant Person in a member state of the EEA which 
has implemented the Prospectus Directive (each a 'Relevant Member State') who 
acquires any Placing Shares pursuant to the Placing:

           (i)         it is a Qualified Investor; and

           (ii)        in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer or
resale to, persons in any Relevant Member State other than Qualified Investors
or in circumstances in which the prior consent of the Managers has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA other than Qualified Investors,
the offer of those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons; and

3.         it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and that it (and any such account) is outside the
United States or it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for non-US beneficial owners (other than
an estate or trust), in reliance upon Regulation S under the US Securities Act
of 1933, as amended (the 'Securities Act'); or, if it is not outside the United
States, is a qualified institutional buyer ('QIB') as defined in Rule 144A under
the Securities Act and has executed an investment letter in the form provided to
it and has delivered the same to the relevant Manager and the Company.

The Company, the Managers and their respective Affiliates will rely upon the
truth and accuracy of the foregoing representations, acknowledgements and
agreements.

This announcement (including this appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for Placing Shares
in any jurisdiction including, without limitation, the United Kingdom,
Australia, Canada, Japan or the United States. This announcement and the
information contained herein is not for publication or distribution, directly or
indirectly, to persons in Australia, Canada, Japan or the United States, or in
any jurisdiction in which such publication or distribution is unlawful.

The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act and may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act. Any offering to be made in the United States will be made to a limited
number of QIBs pursuant to an exemption from registration under the Securities
Act in a transaction not involving any public offering. The Placing Shares are
being offered and sold outside the United States in accordance with Regulation S
under the Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company or the Managers that would permit an offer of such
Placing Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons to whose
attention this announcement is drawn are required by the Company and the
Managers to inform themselves about and to observe any such restrictions.

In this appendix, unless the context otherwise requires, the 'Company' or 'BAE
Systems' means BAE Systems plc and 'Placee' includes a person (including
individuals, funds or others) on whose behalf a commitment to acquire Placing
Shares has been given.

Details of the Placing Agreement and the Placing Shares

Pursuant to the Placing Agreement, each of the Managers has, on the terms and
subject to the satisfaction of certain conditions set out therein, undertaken
severally, and not jointly and severally, to use its reasonable endeavours as
agent of the Company to seek to procure Placees for the Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 2.5 pence
per share in the capital of the Company, with the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares (other than the final
dividend to be paid, subject to shareholder approval, to shareholders in the
Company on 1 June 2007).

Application for listing and admission to trading

Application will be made to the UK Listing Authority for the Placing Shares to
be admitted to the Official List and to the London Stock Exchange plc for them
to be admitted to trading by the London Stock Exchange on its market for listed
securities ('Admission'). It is expected that Admission will take place at 8.00
a.m. on Friday 11 May 2007 and that dealings in the Placing Shares on the main
market for listed securities of the London Stock Exchange will commence at that
time.

Bookbuild

Commencing at 7.00 a.m. on Tuesday 8 May 2007, each of the Managers will be
conducting an accelerated bookbuilding process (the 'Bookbuilding Process') to
determine demand for participation in the Placing by the Placees. This appendix
gives details of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.

The Managers and the Company will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.

Participation in, and principal terms of, the Bookbuilding Process

By participating in the Bookbuilding Process and, if relevant, the Placing,
Placees will be deemed to have read and understood this announcement (including
this appendix) in its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings, contained in
this appendix.

Persons who are eligible to participate in the Bookbuilding Process and the
Placing should communicate their bid by telephone to their usual sales contact
at Hoare Govett or UBS. Each of Hoare Govett and UBS is arranging the Placing
severally, and not jointly and severally, as agent of the Company. A further
announcement will be made by the Company following the close of the Bookbuilding
Process detailing the Placing Price (as described below) at which the Placing
Shares are to be placed (the 'Pricing Announcement').

The Managers and their respective Affiliates are entitled to participate as
principal in the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the 'Placing Price')
payable to the Managers by all Placees.

The timing of the closing of the book, pricing and allocations is at the
discretion of the Managers and the Company. Details of the Placing Price will be
announced as soon as practicable after the close of the Bookbuilding Process.
The Managers and the Company may, at their sole discretion, accept bids that are
received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this appendix and will not be capable of variation or revocation after the close
of the Bookbuilding Process.

To the fullest extent permissible by law, neither of the Managers nor any of
their holding companies, subsidiaries, branches, affiliates or associated
undertakings or any subsidiary, branch, affiliate or associated undertaking of
any such holding company nor any of their respective directors, officers or
employees (each an 'Affiliate') shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In particular,
neither the Managers nor any of their Affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties) in respect
of its conduct of the Bookbuilding Process or of such alternative method of
effecting the Placing as the Managers and the Company may agree.

If successful, each Placee's allocation of Placing Shares, and the Placing
Price, will be confirmed to Placees orally by the relevant Manager following the
close of the Bookbuilding Process and a conditional advice note will be
dispatched as soon as possible thereafter. The relevant Manager's oral
confirmation to any such Placee will constitute a legally binding commitment
upon such Placee to acquire the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this appendix and in
accordance with the Company's Memorandum and Articles of Association.

Each Placee will be required to make a 'nationality declaration' (see
'Registration and Settlement' below for further details).

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Manager, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire.

All obligations under the Placing will be subject to the fulfilment of the
conditions referred to below under 'Conditions of the Placing'.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.

Each Manager's obligations under the Placing Agreement are, and the Placing is, 
conditional on, inter alia:

1.         the publication of the Pricing Announcement through a Regulatory
Information Service by no later than 7.30 a.m. (London time) on Thursday 10 May
2007 (or by such later time and/or date as the Company and the Managers may
agree);

2.         the Company allotting, subject only to Admission, the Placing Shares
and having complied with its obligations under the Placing Agreement to procure
that the Placing Shares which are to be issued in uncertificated form are
credited to the CREST stock account of ABN Amro Bank N.V. (London branch)
notified to the Company by Hoare Govett in accordance with the Placing
Agreement;

3.         Admission and Commencement of Trading occurring no later than 8.00
a.m. (London time) on Friday 11 May 2007 (or such later time and/or date as the
Company and the Managers may agree);

4.         the Company not being in breach of its obligations under this
Agreement on or prior to the Closing Date (such date being specified in the
Terms of Sale which form part of the Placing Agreement) in a respect which is
material in the context of the Placing;

5.         the Managers having received certain signed legal opinions on the
Closing Date;

6.         the warranties given by the Company in the Placing Agreement being
true and accurate and not misleading on and as of the date of the Placing
Agreement and as at the Closing Date;

7.         the delivery by the Company to the Managers immediately prior to
Admission of a certificate in the form set out in the Placing Agreement signed
by a duly authorised officer of the Company;

8.         (i) the acquisition agreement having been entered into on or before
the date of the placing  agreement and remaining in full force and effect and
not having lapsed or been terminated prior to Admission; and (ii) no event
having arisen at any time prior to Admission which gives any party to the
acquisition agreement a right to terminate it;

9.        the execution of the Terms of Sale (which form part of the Placing
Agreement) prior to   7:30am on Thursday 10 May 2007;

10.       the subscription and transfer agreement to be entered into between the
Company, Hoare Govett Limited and BAE Systems (Jersey) Limited ('JerseyCo')
having become wholly unconditional except for the condition relating to
Admission and there having occurred no default or breach by the Company or
JerseyCo of its terms by the time immediately prior to Admission;

11.       the option agreement having been duly executed and delivered by the
Company and there having occurred no default or breach by the Company or
JerseyCo of its terms by the time immediately prior to Admission. If the
conditions in the Placing Agreement are not satisfied or waived in accordance
with the Placing Agreement within the stated time periods (or such later time
and/or date as the Company and the Managers may agree), or the Placing Agreement
is terminated in accordance with its terms, the Placing will lapse and the
Placees' rights and obligations in respect of the Placing as described in this
announcement (including this appendix) shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of the Placee
(or any person on whose behalf the placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and under 'Right to terminate under the Placing Agreement' below and will not be
capable of rescission or termination by it.

The Managers may, in their absolute discretion and upon such terms as they think
fit, waive compliance or extend the time and/or date for fulfilment by the
Company with the whole or any part of certain of the Company's obligations in
relation to the conditions in the Placing Agreement (other than waiving
conditions 1 and 2 above). The Managers reserve the right to waive or to extend
the time and/or date for fulfilment of certain of the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees' commitments as
set out in this appendix.

None of UBS, Hoare Govett nor any of their respective Affiliates nor the Company
shall have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of them may make
as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally.

The Placing Agreement, and therefore the Placing, are not conditional on the
proposed acquisition of Armor Holdings, Inc.  A subsidiary of the Company has
entered into a merger agreement providing for the proposed acquisition as
described elsewhere in this announcement.  However, no assurance can be given
that the proposed acquisition will be completed or completed on the terms
described in the announcement (including in relation to the consideration
payable). Right to terminate under the Placing Agreement

Either of the Managers may, at any time before Admission, terminate this
Agreement by giving notice to the Company if:

1.         in the opinion of such Manager (acting in good faith), any of the
Warranties is untrue, inaccurate or misleading or, if repeated at any time up to
and including Admission, would be untrue, inaccurate or misleading by reference
to the facts then subsisting in any respect which such Manager regards as
material in the context of the Placing and/or Admission;

2.         in the opinion of such Manager (acting in good faith), the Company is
in breach of any of its obligations under the Placing Agreement in any respect
which such Manager regards as material in the context of the Placing and/or
Admission;

3.         in the opinion of such Manager (acting in good faith), there has been
a material adverse change or a prospective material adverse change in the
financial or trading position or prospects of the Company and/or the Group; or

4.         in the absolute discretion of such Manager, there has been a change
in national or international financial, political, economic or stock market
conditions (primary or secondary); an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of the Ordinary Shares
or securities generally on any stock exchange; any change in currency exchange
rates or exchange controls or a disruption of settlement systems or a material
disruption in commercial banking as would be, in the opinion of such Manager
(acting in good faith), likely to prejudice the success of the Placing or
dealings in the Placing Shares following Admission.

If the Placing Agreement is terminated in accordance with its terms, the
Placees' rights and obligations in respect of the Placing as described in this
announcement (including this appendix) shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of the Placee
(or any person on whose behalf the placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the
Managers that the exercise by the Company or the Managers of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Managers (as the
case may be) and that neither the Company nor the Managers need make any
reference to such Placee and that neither the Company, the Managers nor any of
their respective Affiliates shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.

By participating in the Bookbuilding Process and the Placing, each Placee agrees
that its rights and obligations terminate only in the circumstances described
above and will not be capable of rescission or termination by it after oral
confirmation by the relevant Manager following the close of the Bookbuilding
Process.

No Prospectus

No prospectus or other offering document has been or will be submitted to be
approved by the Financial Services Authority or by the competent authority in
any other jurisdiction in relation to the Placing, and Placees' commitments will
be made solely on the basis of the information contained in this announcement
and acquisition announcement (including this appendix). Each Placee, by
participating in the Bookbuilding Process and, if relevant, the Placing,
confirms that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of either of the
Managers or the Company other than the content of this announcement (including
this appendix). Neither of the Managers nor the Company nor any person acting on
their behalf nor any of their holding companies, subsidiaries, branches,
affiliates or associated undertakings or any subsidiary, branch, affiliate or
associated undertaking of any such holding company nor any of their respective
directors, officers or employees, has or shall have any liability for any
Placee's decision to participate in the Bookbuilding Process and, if relevant,
the Placing based on any other information, representation, warranty or
statement including (but not limited to) any publicly available or filed
information.  Each Placee acknowledges, agrees and warrants that it has relied
on its own investigation of the business, financial or other position of the
Company in deciding whether to participate in the Bookbuilding Process and, if
relevant, the Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. The Managers and
the Company reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means as they deem necessary if delivery
or settlement is not practicable within the CREST system within the timetable
set out in this announcement (including this appendix) or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a conditional
advice note stating the number of Placing Shares allocated to it, the Placing
Price and the aggregate amount owed by such Placee to the relevant Manager. In
agreeing to acquire the number of Placing Shares set out in the conditional
advice note, such Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the standing
CREST instructions or the certificated settlement instructions which it has in
place with Hoare Govett or UBS, as the case may be.

Each Placee will be required to make a 'nationality declaration' as part of the
settlement process. Under Article 43 of the Company's Articles of Association
every person (whether or not an existing holder of Ordinary Shares) seeking to
purchase or be allotted Ordinary Shares must make a nationality declaration
before the directors of the Company are entitled to register such person as a
holder of such Ordinary Shares. A Placee which is settling its acquisition of
Placing Shares through CREST can make the nationality declaration through CREST.
 A Placee which is not settling its acquisition of Placing Shares through CREST
must apply to one of the Managers for a nationality declaration form and
complete and return such form to one of the Managers no later than noon on the
day before Admission. If a Placee does not make the required nationality
declaration or if a completed nationality declaration indicates that the
allocation of Placing Shares to such Placee would be in breach of the Company's
Articles of Association, no allocation of Placing Shares will be made to such
person.

Article 43 of the Company's Articles of Association restricts a 'Foreign Person'
(as defined in the Company's Articles of Association) having an interest in
shares in the Company carrying more than 15% of the voting rights. A Foreign
Person broadly includes any person who is not a British citizen, British
Dependent Territories citizen or a British Overseas citizen by virtue of the
British Nationality Act 1981 ('Foreigner'), any (i) corporation other than a
corporation which is incorporated under the laws of any part of (and which has
its principal place of business and central management and control in) the
United Kingdom; or (ii) government or government department or government agency
or body other than of the United Kingdom or any part thereof; or (iii)
municipal, local, statutory or other authority or any undertaking or body
established in any country other than the United ('Foreign Corporation'), or a
corporation of which one third or more of the directors are Foreigners or
Foreign Corporations or are accustomed to act in accordance with the
suggestions, instructions or directions of foreigners or Foreign Corporations;
or of which 30 per cent. of the voting shares are held by Foreigners or Foreign
corporations (as defined in the Company's Articles of Association). The above
are summaries of the relevant definitions. Each Placee should refer to the
Company's Articles of Association for further information on Article 43 in
relation to Foreign Persons.

Settlement through CREST will be on a T+3 basis unless otherwise notified by the
relevant Manager.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of 5
percentage points above prevailing LIBOR as determined by the Managers.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Manager may sell any or all of the Placing Shares
allocated to it on such Placee's behalf and retain from the proceeds, for such
Manager's own account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.  No participant will be entitled to receive any fee or
commission in connection with the Placing.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the conditional advice note is copied and delivered
immediately to the relevant person within that organisation.

Representations and Warranties

By participating in the Bookbuilding Process and, if relevant, the Placing, each
Placee (and any person acting on such Placee's behalf), unless otherwise agreed
by the Managers and the Company:

1.         represents and warrants that it has received and read this
announcement (including this appendix) in its entirety and that its acquisition
of Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein;

2.         represents and warrants that it has not received a prospectus or
other offering document in connection with the placing of the Placing Shares and
acknowledges that no prospectus or other offering document has been prepared in
connection with the placing of the Placing Shares;

3.         acknowledges that the content of this announcement is exclusively the
responsibility of the Company and that neither of the Managers, nor any of their
respective Affiliates nor any person acting on any such person's behalf has or
shall have any liability for any information or representation relating to the
Company or the Placing. Each Placee further represents, warrants and agrees
that, except as otherwise provided in paragraph 21 below, the only information
on which it is entitled to rely and on which such Placee has relied in
committing itself to acquire Placing Shares is contained in this announcement,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation;

4.         represents and warrants that it has neither received nor relied on
any confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing;

5.         represents and warrants that it has neither received nor relied on
any other information, representation, warranty or statement made by either of
the Managers or the Company and neither of the Managers nor any of their
respective Affiliates nor the Company will be liable for any Placee's decision
to accept this invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
in the Bookbuilding Process and the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation;

6.         represents and warrants that it, or the beneficial owner, as
applicable, is entitled to acquire Placing Shares under the laws of all relevant
jurisdictions which apply to it, or the beneficial owner, as applicable, and
that it has fully observed such laws and obtained all such governmental and
other guarantees and other consents in either case which may be required
thereunder and complied with all necessary formalities;

7.         represents and warrants that it has the power and authority to carry
on the activities in which it is engaged, to acquire Placing Shares and to
execute and deliver all documents necessary for such acquisition;

8.         represents and warrants that it is, or at the time the Placing Shares
are acquired it will be, the beneficial owner of such Placing Shares, and that
the beneficial owner of such Placing Shares is not a resident of Australia,
Canada or Japan;

9.         acknowledges that the Placing Shares have not been and will not be
registered in the United States under the Securities Act or under the securities
laws of any of the states of the United States or under the securities
legislation of Australia, Canada or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;

10.       understands (and, if it is a beneficial owner of the Placing Shares,
it has been advised) that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States, that the issue of such
Placing Shares to it is being made to it in reliance on an exemption from the
registration requirements of the Securities Act in a transaction not involving
any public offering under Section 4(2) of the Securities Act;

11.       is aware and understands that an investment in the Placing Shares
involves a considerable degree of risk and no U.S. federal or state or non-U.S.
agency has made any finding or determination as to the fairness for investment
or any recommendation or endorsement of the Placing Shares;

12.       is acquiring the Placing Shares for its own account, or for one or
more accounts as to each of which it exercises sole investment discretion and
each of which accounts is a QIB, for investment purposes, and not with a view
to, or for resale in connection with, the distribution thereof, in whole or in
part, in the United States. It understands that the Placing Shares are being
issued to it either through CREST or in certificated, definitive form;

13.       if the Placing Shares were offered to it in the United States pursuant
to Rule 144A under the Securities Act or another available exemption from
registration, represents and warrants that in making its investment decision,
(i) it has relied on its own examination of the Company and the terms of the
Placing, including the merits and risks involved, (ii) it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing based
on such information as is publicly available, (iii) it has consulted its own
independent advisors or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally and the US Employee Retirement Income
Security Act of 1974, the US Investment Company Act of 1940 and the Securities
Act and (iv) it has received all information that it believes is necessary or
appropriate in order to make an investment decision in respect of the Company
and the Placing Shares;

14.       represents and warrants that it is either (i) a QIB, or the beneficial
owner of the Placing Shares is a QIB, and it or the beneficial owner has duly
executed an investment letter in the form provided to it by either of the
Managers (or their respective Affiliates), or (ii) is purchasing the Placing
Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act; and it, and any such beneficial owner of
Placing Shares for which it is acting, have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Placing Shares, are able to bear the economic risk
of an investment in the Placing Shares, are able to sustain a complete loss of
the investment in the Placing Shares, will not look to the Company or the
Managers for all or any part of any such loss or losses it or they may suffer,
have no need for liquidity with respect to its or their investment in the
Placing Shares, and have no reason to anticipate any change in its or their
circumstances, financial or otherwise, which may cause or require any sale or
distribution by it or them of all or part of the Placing Shares;

15.       acknowledges that the Placing Shares offered and sold in the United
States are 'restricted securities' within the meaning of Rule 144(a)(3) under
the Securities Act and represents and warrants that, so long as the Placing
Shares are 'restricted securities', it will not deposit the Placing Shares into
any unrestricted depositary receipt facility in the United States established or
maintained by any depositary bank in respect of the Company's ordinary shares
and will only transfer the Placing Shares in accordance with paragraph 16 below
and acknowledges that, until two years after the latest date on which the
Placing Shares are delivered in the Placing (which date is currently expected to
be 11 May 2007), The Bank of New York, as Depositary, will not accept deposits
of shares in the ADR facility, or permit pre-releases of the Company's American
Depositary Shares from the ADR facility, unless it (or a broker on behalf of it)
certifies, among other things, that the shares to be deposited were not
purchased pursuant to the Placing, and that it has not borrowed the shares to be
deposited with the intention of replacing them with shares purchased pursuant to
the Placing;

16.       acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or with any State or other jurisdiction of
the United States, nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, and agrees that for so long as the Placing
Shares are 'restricted securities' it will not reoffer, resell, pledge or
otherwise transfer the Placing Shares except (i) outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act,
(ii)  pursuant to an exemption from registration under the Securities Act or
(iii) pursuant to an effective registration statement under the Securities Act,
and in each case in compliance with all applicable laws;

17.       acknowledges that where it is acquiring the Placing Shares for one or
more managed accounts, it represents and warrants that it is authorised in
writing by each managed account (i) to acquire the Placing Shares for each
managed account, and (ii) to execute and deliver an investment letter in the
form provided to it by either of the Managers (or their respective Affiliates)
on behalf of each managed account. Each Placee agrees to indemnify and hold the
Company and the Managers harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations and warranties in this paragraph 17. Each
Placee agrees that the provisions of this paragraph 17 shall survive the resale
of the Placing Shares by or on behalf of the managed accounts;

18.       represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with applicable
laws and regulations;

19.       acknowledges that no representation has been made as to the
availability of any other exemption under the Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares;

20.       acknowledges and agrees that the Placing Shares will, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:

            'THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE 'SECURITIES ACT'), OR WITH ANY OTHER
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY FACILITY MAINTAINED BY ANY DEPOSITARY BANK UNLESS AND UNTIL SUCH TIME
AS THIS SECURITY IS NO LONGER A 'RESTRICTED SECURITY' WITHIN THE MEANING OF RULE
144(A)(3) UNDER THE SECURITIES ACT.';

21.       acknowledges that the Company is subject to ongoing reporting
obligations in the United Kingdom and is therefore required to publish certain
business and financial information in accordance with the rules and practices of
the United Kingdom and relevant regulatory authorities in such jurisdiction (the
'Exchange Information'), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding years, and that it has
reviewed such Exchange Information as it has deemed necessary and that it is
able to obtain or access the Exchange Information without undue difficulty and
none of Hoare Govett or any of its Affiliates (including ABN AMRO Incorporated),
UBS Limited, any of its Affiliates (including UBS Securities LLC) nor the
Company nor any of its Affiliates has made any representations to it, express or
implied, with respect to the Company, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information.  It acknowledges
and agrees that it will not hold Hoare Govett or any of its Affiliates
(including ABN AMRO Incorporated) or UBS Limited or any of its Affiliates
(including UBS Securities LLC) responsible for any misstatements in or omissions
from any publicly available information concerning the Company including
(without limitation) the Exchange Information. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation;

22.       represents and warrants that the allocation, allotment, issue and
delivery to it, or the person specified by it for registration as holder, of
Placing Shares will not give rise to a liability under any of sections 67, 70,
93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)
and that it is not participating in the Placing as nominee or agent for any
person or persons to whom the allocation, allotment, issue or delivery of
Placing Shares would give rise to such a liability;

23.       represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations
(2003) (the 'Regulations') and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;

24.       represents and warrants that it and any person acting on its behalf
falls within Article 19(5) and/or 49(2) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;

25.       represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the United Kingdom prior to
Admission except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not resulted
and which will not result in an offer to the public in the United Kingdom within
the meaning of section 85(1) of FSMA;

26.       represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any member state
of the European Economic Area within the meaning of the Prospectus Directive
(which means Directive 2003/71/EC and includes any relevant implementing measure
in any member state);

27.       represents and warrants that it is a qualified investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or
(iii) of the Prospectus Directive;

28.       represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;

29.       represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving the United Kingdom;

30.       represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this participation
and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement) and will honour such obligations;

31.       undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
announcement (including this appendix) and the conditional advice note on the
due time and date set out therein, failing which the relevant Placing Shares
may, without liability to such Placee, be placed with other acquirers or sold at
such price as the Managers may, in their sole discretion, determine. Each Placee
further acknowledges that any such Placee will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the Placing
Price and the number of Placing Shares allocated to it and may be required to
bear any stamp duty for stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on its behalf;

32.       acknowledges that participation in the Placing is on the basis that it
is not and will not be a client of Hoare Govett or UBS and that neither Hoare
Govett nor UBS has any duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise or
performance of any of the Managers' rights and obligations thereunder including
any rights to waive or vary any conditions;

33.       undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case
may be. Neither of the Managers nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and each Manager in respect of the same on the basis that the Placing
Shares will be credited to the CREST stock account of ABN Amro N.V. (London
Branch) (CREST Participant ID: 521) as nominee for the Placee who will hold them
as nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;

34.       acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and it submits (on behalf of itself and on behalf of any Placee
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract,
except that enforcement proceedings in respect of the obligation to make payment
for the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or each of the Managers in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;

35.       represents and warrants that it is aware of the requirements under the
Company's Articles of Association that every person seeking to purchase or be
allotted Ordinary Shares must have made a nationality declaration before the
directors of the Company are entitled to register such person as a holder of
such Ordinary Shares;

36.       represents and warrants that (i) it either has made or will make the
required nationality declaration through CREST on behalf of itself or any
managed account for which it is acquiring Placing Shares; or (ii) if it does not
propose to take delivery of Placing Shares through CREST, it will (a) apply to
the Managers for a nationality declaration form; (b) complete such form on
behalf of itself or any managed account for which it is acquiring Placing
Shares; and (c) return it to the Managers no later than noon on the day before
Admission;

37.       acknowledges that (i) if it has not made or does not make the required
nationality declaration; or (ii) if the allocation of Placing Shares to it would
be in breach of the individual foreign shareholding restriction set out in
Article 43 of the Company's Articles of Association, no allocation of Placing
Shares will be made to it on behalf of itself or any managed account for which
it is acquiring Placing Shares;

38.       acknowledges that the Managers may (in their absolute discretion)
satisfy their obligations to procure Placees by themselves agreeing to become a
Placee in respect of some or all of the Placing Shares or by nominating any
connected or associated person to do so;

39.       agrees that the Company, the Managers and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Managers on their own
behalf and on behalf of the Company and are irrevocable; and

40.       agrees to indemnify and hold the Company and each of the Managers
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this appendix and further agrees that the provisions of this appendix shall
survive after completion of the Placing.

Except in circumstances where a Placee is in breach of the warranty given in
paragraph 22 above, no UK stamp duty or stamp duty reserve tax should be payable
to the extent that the Placing Shares are issued into CREST to, or to the
nominee of, a Placee who holds those shares beneficially (and not as agent or
nominee for any other person) within the CREST system and registered in the name
of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Managers will be responsible
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Managers in the event that any of the Company,
Hoare Govett and/or UBS has incurred any such liability to UK stamp duty or
stamp duty reserve tax.

Stamp, registration, documentary, transfer and similar taxes or duties payable
outside the UK will be the responsibility of the relevant Placee and the Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such non-UK
stamp, registration, documentary, transfer or similar taxes or duties undertakes
to pay such taxes and duties forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and each of the Managers in the event that any
of the Company, Hoare Govett and/or UBS has incurred any such liability to such
taxes or duties

This announcement has been issued by the Company and is the sole responsibility
of the Company.

Hoare Govett and UBS are each acting for the Company and no-one else in
connection with the Placing and other matters referred to in this announcement,
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in relation to the
Placing or any other matter referred to in this announcement.

When a Placee or person acting on behalf of the Placee is dealing with either of
the Managers, any money held in an account with either Manager on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money (within the meaning of the rules and regulations of the Financial
Services Authority made under FSMA) which, therefore, will not require the
relevant Manager to segregate such money, as that money will be held by them
under a banking relationship and not as a trustee.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

All times and dates in this announcement may be subject to amendment. The
Managers shall notify the Placees and any person acting on behalf of the Placees
of any changes.





Appendix  2

Investigation at ArmorProducts International (API), a subsidiary of Armor
Holdings.

In January 2007, Armor Holdings received a written request for information from
the Office of Internal Oversight Services of the United Nations (UN) regarding a
vendor-intermediary.  In February 2007, Armor Holdings began an internal
investigation primarily relating to improper payments received by certain
employees, agents and distributors of its Products Group relating to
international sales and related accounting issues at a UK subsidiary, Armor
Products International, Ltd. (API).  In response, Armor Holdings' Board of
Directors established a Special Committee of independent directors to oversee an
investigation into the circumstances surrounding the award of a UN contract and
Armor Holdings' compliance with US and foreign laws relating to sales to foreign
governments and international organizations, including the US Foreign Corrupt
Practices Act.  Counsel for the Special Committee has met with representatives
from the US Department of Justice and US Securities and Exchange Commission
(SEC) and disclosed the circumstances leading to the formation of the Special
Committee.

The turnover of API in the year ended 31 December 2006 was $30m and the size of
the contract which API was awarded by the UN was $5m. The contract, which was
for the supply of body armour to UN personnel and peacekeeping forces, runs
until July 2007.

Further details can be found in the Form 10Q filed by Armor Holdings with the
SEC on 2 May 2007.






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