Share Placing

Big Yellow Group PLC
12 July 2006

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE
UNITED STATES


              Big Yellow Group PLC ("Big Yellow" or the "Company")

   Share Placing to raise up to £36.4 million by the issue of up to 9,100,000
                             shares (the "Placing")
                  at 400 pence per share (the "Placing Price")


Big Yellow today announces a placing of up to 9,100,000 new ordinary shares (the
"Placing Shares") further to the trading update announced earlier today.



The Placing will raise approximately £36.4 million through the issue of up to
9,100,000 new ordinary shares, representing up to 8.85% of the current issued
share capital, at a Placing Price of 400 pence per share.



Background to and reasons for the Placing



Big Yellow has established itself as the premium and brand leading self storage
business in London and the South, predominantly operating from high quality
freehold properties in convenient and accessible locations with excellent
customer service.



In the period between its IPO in May 2000 and 30 June 2006, the Group opened 34
stores and has a further 19 sites in development.  Over this period
approximately £240 million was invested in the store roll out.



Big Yellow is now looking to expand its reach nationally by investing in major
conurbations throughout the UK.



Big Yellow wishes to raise further capital to:



•         Continue its fast pace of site acquisitions and subsequent store roll
          out

•         Pay for the conversion charge on the Group's intended conversion to
          REIT status


The Big Yellow Group acquired 10 sites in the year to 31 March 2006 and has
already secured a further five in the current year.  Big Yellow wishes to
continue with the pace of acquisitions that it has recently achieved, and is
targeting at least 10 site acquisitions per year.  The build-out of the sites
that are owned or controlled by the Group will involve further capital
expenditure of £128 million over the next three years.



In the Chairman's statement announced on 16 May this year, Big Yellow stated
that it was minded to convert to a REIT when the current draft legislation
becomes effective on 1 January 2007. This intention was subject to clarification
of certain issues including finalisation of the legislation in relation to
groups.



Detailed advice has since been sought from the Group's tax and legal advisers
and, in order to comply with the current requirements for REITs, Big Yellow will
need to undertake an internal reorganisation of the Group's assets.  On the
basis of this advice, the Board is reasonably confident that, subject to review
of the final legislation, it will qualify for REIT status.



It is therefore the Group's current intention to convert to REIT status with
effect from 1 January 2007. Based on the value of the Group's properties of
£474.8 million as reported at 31 March 2006, this would result in a conversion
charge of approximately £9.5 million.



On the basis of the current draft legislation, REITs will be required to
distribute 90% of their qualifying earnings to shareholders and accordingly,
following conversion to REIT status, the Group's dividend distribution would be
expected to increase in the financial year 2007/2008 and thereafter.  It is the
Board's intention to pay a dividend in excess of the minimum allowable under the
REIT regime.  Dividends will be set based on 90% of qualifying post-depreciation
earnings without further deduction for additional shadow capital allowances.
This will have the effect of reducing retained earnings, which are currently
used to partially fund the capital expenditure programme.



For these principal reasons the Board believes that it is in the best interests
of shareholders to raise additional capital.



It is intended that Philip Burks, a director of Big Yellow, will exercise
options and sell these shares issued to him to David Ross, another director of
Big Yellow, at the Placing Price.  It is intended that this trade between the
directors will be conditional on the Placing.  Following the sale, Philip Burks
will continue to have an interest in 10,396,000 issued shares (excluding his
unexercised share options), representing approximately 9.2% of the issued share
capital (as enlarged by the Placing) and David Ross will have an interest in
9,500,000 issued shares in the capital of Big Yellow (including 1,500,000
Placing Shares to be taken up pursuant to the Placing), representing
approximately 8.4% of the issued share capital (as enlarged by the Placing).  It
is expected that the trade will occur immediately following the announcement of
the results of the Placing (expected to be no later than 4.30 p.m. today).



JPMorgan Cazenove is acting as Bookrunner and Manager for the Placing. The
proposed issue of Placing Shares will take place at an issue price of 400 pence
per share.  The number of shares will be established through an accelerated
bookbuild process. It is expected that the books will close no later than 4.30
p.m. on 12 July 2006 and allocations are expected to be set as soon as
practicable thereafter.  JPMorgan Cazenove reserves the right to close the books
and announce the allocations at any earlier or later time. The Placing will take
place in accordance with the terms and conditions set out in the Appendix to
this announcement.



The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing ordinary shares of 10 pence each in the share capital
of Big Yellow ("Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid after the date of issue of the
Placing Shares.  Application will be made to the Financial Services Authority
(the "FSA") for the Placing Shares to be admitted to the Official List
maintained by the FSA and to trading by the London Stock Exchange plc (the
"Exchange") on its market for listed securities ("Admission").



Settlement for any Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on 17 July 2006.



This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Ordinary Shares.  Past performance is no
guide to future performance and any investment decision to buy Placing Shares
must be made solely on the basis of Publicly Available Information (as defined
below).



Persons needing advice should consult an independent financial adviser.



This announcement and the information contained herein are not for publication
or distribution, directly or indirectly, in or into the United States. This
announcement is for information only and does not constitute an offer or
invitation to acquire or dispose of Ordinary Shares in the United States. The
Placing Shares have not been and will not be registered under the US Securities
Act of 1933, as amended, (the "Securities Act"), or the laws of any state of the
United States, and may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
requirements of the Securities Act and applicable state laws. There will be no
public offer of Ordinary Shares in the United States, the United Kingdom or
elsewhere.



The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law.  No action has been
taken by Big Yellow or JPMorgan Cazenove that would permit an offering of such
ordinary shares or possession or distribution of this announcement or any other
offering or publicity material relating to such ordinary shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by Big Yellow and JPMorgan
Cazenove to inform themselves about and to observe any such restrictions.



This announcement is the sole responsibility of Big Yellow.  No representation
or warranty, express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by JPMorgan Cazenove
or by any of its affiliates or agents as to or in relation to, the accuracy or
completeness of this announcement, or any other written or oral information made
available to or publicly available to any interested party or its advisers and
any liability therefore is hereby expressly disclaimed.



JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting for
Big Yellow in connection with the Placing and no one else and will not be
responsible to anyone other than Big Yellow for providing the protections
afforded to clients of JPMorgan Cazenove nor for providing advice in relation to
the Placing.





ENQUIRIES:



Big Yellow Group                     Tel: [phone]
Nicholas Vetch
Jimmy Gibson

JPMorgan Cazenove                    Tel: [phone]
Richard Cotton
Robert Fowlds
Shona Graham
Roger Clarke

Weber Shandwick Square Mile          Tel: [phone]
Louise Robson
John Moriarty



APPENDIX: TERMS AND CONDITIONS OF THE PLACING



THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN.



IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY



MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN 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 WHO FALL WITHIN ARTICLE 19(1) 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 OR TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT 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 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 ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BIG YELLOW
GROUP PLC (THE "COMPANY").  THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE
PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN
THE UNITED KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86
(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS
FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC, WHICH
INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY
OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO
INVEST IN SECURITIES.



Persons who are invited to and who choose to participate in the Placing by
making an oral offer to take up Placing Shares, will be deemed to have read and
understood this Announcement in its entirety and to be making such offer 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 it:



(a)        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; and



(b)        is not a resident of the United States and is outside the United
States, within the meaning of Regulation S under the Securities Act.



This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for ordinary shares in the capital
of the Company in Australia, Canada, Japan, South Africa, the United States or
in any jurisdiction in which such offer or solicitation is unlawful and the
information contained herein is not for publication or distribution, directly or
indirectly, in or into Australia, Canada, Japan, South Africa, the United States
or 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, or the laws of any state of the United
States, and may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the requirements of the
Securities Act. There will be no public offer of Ordinary Shares in the United
States, the United Kingdom or elsewhere. The Placing Shares are being offered
and sold outside the United States in reliance on Regulation S under the
Securities Act and applicable state laws. The Placing Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority, nor have the foregoing
authorities passed upon or endorsed the merits of this offering. Any
representation to the contrary is unlawful. In addition, until 40 days after the
commencement of the offering, any offer or sale of Placing Shares in the United
States by any dealer (whether or not participating in the offering) may violate
the registration requirements of the Securities Act if the offer or sale is made
otherwise than in accordance with Regulation S under the Securities Act or
pursuant to another exemption from registration under the Securities Act.



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



Details of the Placing Agreement and the Placing Shares



JPMorgan Cazenove has entered into a placing agreement (the "Placing Agreement")
with the Company whereby JPMorgan Cazenove has, subject to the conditions set
out therein, agreed as agent for the Company to use its reasonable endeavours to
procure Placees to take up the Placing Shares.  If such Placees fail to take up
their allocations, JPMorgan Cazenove has agreed, as principal, to take up these
Placing Shares itself in accordance with the terms of the Placing Agreement.
JPMorgan Cazenove has only agreed to underwrite Placing Shares for which it has
procured Placees and will not necessarily be underwriting the maximum number of
9,100,000 Placing Shares.



The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of issue of the Placing Shares.

The allotment and issue of the Placing Shares will be made by the Company to
Placees procured by JPMorgan Cazenove (acting as agent for the Company) in
consideration for the transfer to the Company of certain shares in a Jersey
incorporated subsidiary of the Company by JPMorgan Cazenove.



In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given.



Application for listing and admission to trading



Application will be made to the  FSA for admission of the Placing Shares to the
Official List maintained by the FSA (the "Official List") and to the Exchange
for admission to trading of the Placing Shares on its market for listed
securities. It is expected that dealings in the Placing Shares will commence no
later than 8.00 a.m., 17 July 2006.



Bookbuild



Commencing today, JPMorgan Cazenove will be conducting an accelerated bookbuild
(the "Bookbuild") for participation in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Bookbuild.  No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.



Principal terms of the Bookbuild



JPMorgan Cazenove is arranging the Placing as an agent of the Company.



Participation will only be available to persons invited to participate by
JPMorgan Cazenove.  JPMorgan Cazenove is entitled to enter bids as principal in
the Bookbuild. The Bookbuild will establish the number of Placing Shares. The
Placing Price has been agreed between JPMorgan Cazenove and the Company and any
discount to the market price of the ordinary shares of the Company has been
determined in accordance with the Listing Rules and IPC guidelines. Subject to
the Bookbuild being completed, the number of Placing Shares and the placing
proceeds will be announced (the "Second Announcement") on a Regulatory
Information Service no later than 6.00 p.m. on 12 July 2006.



To enter a bid into the Bookbuild, you should communicate your bid by telephone
to your usual sales contact at JPMorgan Cazenove. Your bid should state the
number of Placing Shares you wish to take up at the Placing Price.



JPMorgan Cazenove reserves the right not to accept bids or to accept bids in
part rather than in whole. The acceptance of bids shall be at the absolute
discretion of JPMorgan Cazenove.



The Bookbuild is expected to close no later than 6.00 p.m. on 12 July 2006, but
may be closed earlier or later at the sole discretion of JPMorgan Cazenove.
JPMorgan Cazenove may, at its sole discretion, accept bids that are received
after the Bookbuild has closed.



If successful, your allocation will be confirmed to you orally following the
close of the Bookbuild, and a conditional contract note will be dispatched as
soon as possible thereafter. JPMorgan Cazenove's oral confirmation to you,
following completion of the Bookbuild, will constitute a legally binding
commitment upon you to take up the number of Placing Shares allocated to you on
the terms and conditions set out in this Appendix and in accordance with the
Company's Memorandum and Articles of Association. JPMorgan Cazenove will make a
further announcement following the close of the Bookbuild detailing the number
of Placing Shares to be issued at the Placing Price.



A bid in the Bookbuild will be made on the terms and conditions in this Appendix
and will be legally binding on the Placee by which, or on behalf of which, it is
made and will not be capable of variation or revocation after the close of the
Bookbuild.



Conditions of the Placing



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



The obligations of JPMorgan Cazenove under the Placing Agreement are conditional
upon, inter alia:



(a)        the Second Announcement being published through a Regulatory
Information Service by not later than 6.00 p.m. today, 12 July 2006; and



(b)        Admission taking place not later than 8.00 a.m. on Monday, 17 July
2006; and



(c)        the warranties in the Placing Agreement being true and accurate and
not misleading at all times before Admission by reference to the facts and
circumstances then subsisting; and



(d)        the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Admission.



If (a) any of the conditions contained in the Placing Agreement is not fulfilled
or waived by JPMorgan Cazenove by the respective time or date where specified
or, where no such time or date is specified, by 8.00 a.m. on 17 July 2006 (or
such later time(s) or date(s) as JPMorgan Cazenove and the Company may agree but
not later than 31 July 2006), (b) any such condition becomes incapable of being
fulfilled and is not waived or (c) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees' rights
and obligations hereunder 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 Bookbuild you agree that your rights and obligations
hereunder terminate only in the circumstances described above and will not be
capable of rescission or termination by you. JPMorgan Cazenove reserves the
right (with the agreement of the Company) to waive or to extend the time and /or
date for fulfilment of any of the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments. JPMorgan Cazenove
shall have no liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement.



Right to terminate under the Placing Agreement



JPMorgan Cazenove may, at any time before Admission, terminate the Placing
Agreement in accordance with the terms of the Placing Agreement  in certain
circumstances if in the opinion of JPMorgan Cazenove (acting in good faith):



(a)        the warranties in the Placing Agreement or any of them are not true
and accurate or have become misleading (or would not be true and accurate or
would be misleading if they were repeated at any time before Admission) by
reference to the facts subsisting at the time when notice of breach is given and
JPMorgan Cazenove considers, in its absolute discretion, the matters giving rise
to such breach are material;



(b)        the Company and/or the Jersey incorporated subsidiary of the Company
is in breach of any of its obligations under the Placing Agreement or certain
other agreements connected with the Placing;



(c)        there has been a material adverse change in or affecting the
operations, properties, condition (financial or other), trading position or
prospects or results of operations or general affairs of the Big Yellow group
taken as a whole or the Company is the subject of a rating downgrade issued by
any of Moody's, Standard & Poors or Fitch or is placed on creditwatch by any of
the foregoing; or



(d)        there has been (i) a change in national or international financial,
political, economic or stock market conditions (primary or secondary); (ii) an
incident of terrorism, outbreak or escalation of hostilities, war, declaration
or martial law or any other calamity or crisis involving the United Kingdom;
(iii) a suspension or material limitation in trading of securities generally or
the securities of the Company on the London Stock Exchange; or (iv) any change
in currency exchange rates or exchange controls or a disruption of settlement
systems or a material disruption or general moratorium in commercial banking,
which in the opinion of JPMorgan Cazenove (acting in good faith) and after such
consultation with the Company as shall be practicable in the circumstances, is
of such magnitude or severity as to make it impracticable or inadvisable to
proceed with the Placing.



By participating in the Bookbuild you agree with JPMorgan Cazenove that the
exercise by JPMorgan Cazenove of any right or termination or other discretion
under the Placing Agreement shall be within the absolute discretion of JPMorgan
Cazenove and that JPMorgan Cazenove need make no reference to you and shall have
no liability to you whatsoever in connection with any such exercise.



No Prospectus



No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing Shares and the Placees' commitments will be made solely
on the basis of the information contained in this Announcement, the Second
Announcement and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this Announcement
(together, the "Publicly Available Information"). Each Placee, by accepting a
participation in the Placing, agrees that it has neither received nor relied on
any other information, representation, warranty or statement made by or on
behalf of JPMorgan Cazenove or the Company and JPMorgan Cazenove will not 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 acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in accepting a
participation in 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. JPMorgan Cazenove
reserves the right to require settlement for and delivery of the Placing Shares
to Placees in such other means that it deems necessary if delivery or settlement
is not possible within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.



If you are allocated any Placing Shares in the Bookbuild you will be sent a
conditional contract note confirming the contract concluded upon acceptance of
your earlier oral offer and also confirming the Placing Price and the aggregate
amount due in respect of your allocation of Placing Shares. Settlement will be
on a T+3 basis and is therefore expected to take place on 17 July 2006. Interest
is chargeable daily on payments to the extent that value is received after the
due date at the rate of two percentage points above prevailing LIBOR as
determined by JPMorgan Cazenove.



If you do not comply with these obligations, JPMorgan Cazenove may sell your
Placing Shares on your behalf and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due. You
will, however, remain liable for any shortfall below the Placing Price and you
may be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon any transaction in the Placing
Shares on your behalf.



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



Insofar as Placing Shares are registered in your name or that of your nominee or
in the name of any person for whom you are contracting as agent or that of a
nominee for such person, such Placing Shares will, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty reserve
tax. You will not be entitled to receive any fee or commission in connection
with the Placing.



Representations and Warranties



By participating in the Bookbuild you (and any person acting on your behalf):



1.                    represent and warrant that you have read this Announcement
and undertake not to redistribute it;

2.                    represent and warrant that the only information upon which
you have relied in committing yourself to take up the Placing Shares is that
contained in this Announcement for which JPMorgan Cazenove accepts no
responsibility and confirm that you have neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
the Company or JPMorgan Cazenove;

3.                    represent and warrant that you are not, or at the time the
Placing Shares are taken up and purchased will not be, taking up on behalf of a
resident of Australia, Canada, Japan, South Africa or the United States;

4.                    acknowledge that the Placing Shares have not been and will
not be registered under the securities legislation of Australia, Canada, Japan,
South Africa or the United States and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within Australia, Canada, Japan, South Africa or the United States;

5.                    represent and warrant that you are entitled to take up and
/or purchase Placing Shares under the laws of all relevant jurisdictions which
apply to you and that you have fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;

6.                    acknowledge that the Placing Shares have not been and will
not be registered under the Securities Act, or under the securities laws of any
state of the United States and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirement of the Securities Act and applicable state laws. The
Placing Shares are being offered and sold on behalf of the Company only outside
the United States in accordance Regulation S;

7.                    acknowledge that 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 any other United States regulatory
authority;

8.                    represent and warrant that you (a) are taking up the
Placing Shares in an "Offshore Transaction" in accordance with Regulation S, (b)
are not purchasing the Placing Shares with a view to distributing such shares in
the United States and (c) will not resell, pledge or otherwise transfer any
Placing Shares except in accordance with the Securities Act and any applicable
laws of any state of the United States and any other jurisdiction;

9.                    represent and warrant that the issue to you, or the person
specified by you 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);

10.                if you are in the UK, you represent and warrant that you have
complied with your obligations in connection with money laundering under the
Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act
2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if you
are making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by you to verify the identity of the third party as
required by the Regulations;

11.                represent and warrant that you fall within section 86(7) of
the Financial Services and Markets Act 2000 ("FSMA"), being a qualified
investor, and within Article 19 and/or 49 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 and undertake that you will acquire,
hold, manage or dispose of any Placing Shares that are allocated to you for the
purposes of your business;

12.                represent and warrant that you have not offered or sold and,
prior to the expiry of a period of six months from the commencement of trading
of the Placing Shares, will not offer or sell any Placing Shares to persons in
the United Kingdom 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, as amended;

13.                represent and warrant that you have 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;

14.                represent and warrant that you have complied and will comply
with all applicable provisions of FSMA with respect to anything done by you in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom;

15.                represent and warrant that you have all necessary capacity
and have obtained all necessary consents and authorities to enable you to commit
to this participation and to perform your obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf you
are acting, all necessary consents and authorities to agree to the terms set out
or referred to in this announcement);

16.                undertake that you will pay for the Placing Shares acquired
by you in accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
persons at such price as JPMorgan Cazenove determines;

17.                acknowledge that participation in the Placing is on the basis
that, for the purposes of the Placing, you are not and will not be clients of
JPMorgan Cazenove and that JPMorgan Cazenove has duties or responsibilities to
you for providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement;

18.                undertake that the person whom you specify for registration
as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. Neither JPMorgan Cazenove 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 the Placee agrees to take up Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of JPMorgan Cazenove
who will hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions;

19.                acknowledge that any agreements entered into by the Placee
pursuant to these terms and conditions shall be governed by and construed in
accordance with the laws of England and you submit (on behalf of you and on
behalf of any Placee on whose behalf you are acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or matter
arising out of any such contract. The Company, JPMorgan Cazenove and others will
rely upon the truth and accuracy of the foregoing representations, warranties
and acknowledgements;

20.                where you are subscribing for Placing Shares for one or more
managed accounts, represent and warrant that you are authorised in writing by
each managed account (i) to subscribe for the Placing Shares for each managed
account and (ii) to make on its behalf the representations, warranties and
agreements in this Announcement; and

21.                if you are a financial intermediary, as that term is used in
Article 3(2) of the EU Prospectus Directive 2003/71/EC, you represent and
warrant that the Placing Shares purchased by you in the Placing will not have
been acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a Member State of
the European Economic Area which has implemented the Prospectus Directive other
than qualified investors, or in circumstances in which the prior consent of
JPMorgan Cazenove has been given in writing to the offer or resale.

The agreement to settle your participation (and/or the participation of a person
for whom you are contracting as agent) free of stamp duty and stamp duty reserve
tax depends on the settlement relating only to a participation by you and/or
such person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to transfer the Placing Shares
into a clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable, for which neither the Company nor JPMorgan Cazenove will be
responsible. If this were the case, you should take your own advice and notify
JPMorgan Cazenove accordingly.



The Company and JPMorgan Cazenove will rely upon the truth and accuracy of the
foregoing representations, warranties and acknowledgements.  You agree to
indemnify and hold harmless the Company and JPMorgan Cazenove from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach by you (or any person on whose
behalf you are acting) of the representations, warranties, acknowledgements,
agreements and undertakings in this Announcement and further agree that the
provisions of the Announcement shall survive after completion of the Placing.




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