Proposed Placing

Cairn Energy PLC
02 July 2004






EMBARGOED FOR RELEASE AT 0700

TO BE RELEASED OUTSIDE THE UNITED STATES ONLY. NOT FOR DISTRIBUTION IN OR INTO
CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND.



                                                                     2 July 2004


                  Cairn Energy PLC ('Cairn' or the 'Company')

            Proposed Placing of up to 7,512,850 New Ordinary Shares


Cairn announces that it is today placing up to 7,512,850 new ordinary shares of
10 pence each (the 'Placing Shares'), representing approximately 5% of the
current issued share capital of the Company (the 'Placing'). The Placing, which
is not being underwritten, is being made by Hoare Govett Limited ('Hoare
Govett') and Canaccord Capital (Europe) Limited ('Canaccord') as joint brokers
to the Company. Hoare Govett is acting as sole bookrunner and joint global
co-ordinator and Canaccord is acting as joint global co-ordinator.

The proceeds from the Placing will be used to provide additional flexibility for
Cairn's ongoing operations in India and Bangladesh. Specifically, they will
support the fast track development of Cairn's existing discoveries in Rajasthan,
whilst providing additional resources for increased exploration activity.

In India, Cairn currently has five drilling rigs operating an extensive
exploration and appraisal drilling programme in Rajasthan. Cairn expects to
complete appraisal operations on the Mangala field shortly and appraisal of the
NA field is ongoing.

A Declaration of Commerciality for Cairn's existing discoveries in Rajasthan and
an extension application in respect of the acreage to the north of the NC
discovery have been submitted to the Indian Government.

In Bangladesh, the acquisition and transfer of operatorship of Shell's upstream
assets completed on 30 June 2004 and a seismic acquisition campaign is currently
underway on Blocks 5 and 10. Cairn also plans to commence additional infill
development drilling on the Sangu field early in 2005 with a view to increasing
production levels from the field to help meet growing domestic demand.

A full operational update will be provided at the time of Cairn's interim
results announcement, which is scheduled for Tuesday 7 September 2004.

The Placing Shares are proposed to be placed by Hoare Govett and Canaccord
through an accelerated bookbuild and will be made available to both new and
existing eligible institutional investors. The Placing will be conducted in
accordance with the terms and conditions set out in the Appendix to this
announcement.

The Placing is conditional upon, inter alia, the admission of the Placing Shares
to the Official List of the UK Listing Authority (the 'Official List') and to
trading on the London Stock Exchange's market for listed securities (together
'Admission') becoming effective by 8.00 am on 7 July 2004 (or by such later time
and date as Hoare Govett, Canaccord and the Company may agree but not later than
8.00 am on 9 July 2004). The Placing is also conditional on the placing
agreement made between the Company, Hoare Govett and Canaccord not being
terminated prior to such date.

Application will be made to the UK Listing Authority for the admission of the
Placing Shares to the Official List and to the London Stock Exchange for the
admission of the Placing Shares to trading on the London Stock Exchange's market
for listed securities. It is expected that Admission will become effective and
dealings in the Placing Shares will commence on 7 July 2004.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with Cairn's existing ordinary shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

Bill Gammell, Chief Executive, commented:

'Cairn has achieved major exploration and appraisal successes in Rajasthan and
has this week completed the acquisition and transfer of operatorship in
Bangladesh.

The proceeds of this Placing will provide additional flexibility for ongoing
operations, supporting an accelaration of development and exploration activities
in Rajasthan.'




Enquiries to:

Cairn Energy PLC
Bill Gammell, Chief Executive                     Tel: [phone]
Mike Watts, Exploration Director                  Tel: [phone]
Kevin Hart, Finance Director                      Tel: [phone]

Hoare Govett Limited
Andrew Foster                                     Tel: [phone]
John MacGowan                                     Tel: [phone]

Canaccord Capital (Europe) Limited
Neil Johnson                                      Tel: [phone]
Toby Hayward                                      Tel: [phone]

Brunswick Group Limited:

Patrick Handley, Catherine Bertwistle,
Mark Antelme                                      Tel: [phone]



This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the US Securities Act of 1933, as
amended (the 'US Securities Act'). The Company does not intend to register any
securities under the US Securities Act and does not intend to offer any
securities to the public in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in this announcement, will not
be accepted.

This announcement is not an offer for sale of securities in or into Canada,
Japan, Australia or the Republic of Ireland or in any other jurisdiction.

Hoare Govett is acting exclusively for Cairn in connection with the Placing and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Hoare Govett nor for providing
advice in relation to the Placing or any transaction or arrangement referred to
herein. Hoare Govett can be contacted at 250 Bishopsgate, London EC2M 4AA.

Canaccord is acting exclusively for Cairn in connection with the Placing and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Canaccord nor for providing
advice in relation to the Placing or any transaction or arrangement referred to
herein. Canaccord can be contacted at 27 Upper Brook Street, London W1K 7QF.

                                    APPENDIX

APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Eligible Participants in the Bookbuilding Process

Members of the public are not eligible to take part in the Placing. This
Appendix and the terms and conditions set out herein are directed only to
persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments falling within Article 19(1) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the 'Order') or (iii) are persons falling 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 Appendix and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. 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 in itself constitute an offer for sale or subscription of any
securities in the Company.

Relevant Persons who choose to participate in the Placing ('Placees' or
'Participants') will be deemed to have read and understood this announcement in
its entirety and to be participating on the terms and conditions contained
herein, and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix.

In particular, Participants represent, warrant and acknowledge that they are a
person whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business and undertake that they will acquire, hold, manage or dispose of any
Placing Shares that are allocated to them for the purpose of their business.

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 ordinary shares
in the capital of the Company in 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 to persons in the United States or
any jurisdiction in which such publication or distribution is unlawful. Persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail or send it in, into or from the United
States, or use the United States mails, directly or indirectly, in connection
with the Placing, and so doing may invalidate any related purported application
for Placing Shares. The Placing Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States, and, subject to certain exceptions from the
appropriate requirements of such jurisdiction, may not be offered or sold,
resold or delivered, directly or indirectly in or into the United States, or to,
or for the account or benefit of, US persons (within the meaning of Regulation S
under the US Securities Act). No public offering of the Placing Shares is being
made in the United States. The Placing Shares are being offered and sold outside
the United States in reliance on Regulation S. Until the expiration of 40 days
after the closing of the Placing, an offer or sale of the Placing Shares sold in
reliance upon Regulation S within the United States or to, or for the account or
benefit of, US persons may violate the registration requirements of the US
Securities Act.

The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Company in certain other jurisdictions may be
restricted by law. No action has been taken by the Company or Hoare Govett or
Canaccord that would permit an offer 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, Hoare Govett and Canaccord to inform themselves about
and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett and Canaccord have entered into a placing agreement (the 'Placing
Agreement') with the Company whereby each of Hoare Govett and Canaccord has,
subject to the conditions set out therein, agreed to use its respective
reasonable endeavours as agent of the Company to procure Placees for the Placing
Shares.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 10 pence each
in the capital of the Company, including 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.

Application for Listing and Admission to Trading

Application will be made to the UK Listing Authority (the 'UKLA') for admission
of the Placing Shares to the Official List and to the London Stock Exchange (the
'London Stock Exchange') for admission to trading of the Placing Shares on the
London Stock Exchange's market for listed securities. It is expected that
Admission will take place and dealings in the Placing Shares will commence on 7
July 2004.

Bookbuilding Process

Hoare Govett and Canaccord are conducting an accelerated bookbuild (the
'Bookbuilding Process') for participation in the Placing. This Appendix gives
details of the terms and conditions of the Bookbuilding Process. In addition it
provides details of how eligible institutional investors can participate in the
Bookbuilding Process. No commissions will be paid to Placees or by Placees in
respect of their agreement to subscribe for any Placing Shares.

How to Participate in the Bookbuilding Process

An institution which is a Relevant Person and which wishes to participate in the
Bookbuilding Process should communicate its bid by telephone to its usual sales
contact at ABN AMRO Equities (UK) Limited or Canaccord or to John MacGowan at
Hoare Govett (020 7678 1084) or to Brian Cope at Canaccord (020 7518 7353). If
successful, an allocation will be confirmed orally following the close of the
Bookbuilding Process, and a conditional contract note will be dispatched as soon
as possible thereafter. Hoare Govett's or Canaccord's oral confirmation will
constitute a legally binding commitment upon the Relevant Person to subscribe
for the number of Placing Shares allocated to that Relevant Person at the
Placing Price (as defined below) set out in the Pricing Announcement (as defined
below) and otherwise on the terms and conditions set out in this Appendix and in
accordance with the Company's Memorandum and Articles of Association.

Hoare Govett and Canaccord will make a further announcement following the close
of the Bookbuilding Process detailing the Placing Price at which the Placing
Shares are being placed (the 'Pricing Announcement').

Principal Terms of the Bookbuilding Process

 1. •Hoare Govett and Canaccord are arranging the Placing as agents for the
    Company.

 2. •Participation will only be available to Relevant Persons invited to
    participate by Hoare Govett or Canaccord and who communicate their wish to
    participate in the Bookbuilding Process to Hoare Govett or Canaccord in
    accordance with paragraph 4 below and who are able to participate in
    accordance with the terms and conditions set out herein. Hoare Govett and
    Canaccord are entitled to enter bids as principals in the Bookbuilding
    Process.

 3. •The Bookbuilding Process will establish a single price (the 'Placing Price')
    payable by all Placees. The Placing Price will be determined by Hoare Govett
    and Canaccord.

 4. •An institution that wishes to participate in the Bookbuilding Process should
    communicate its bid by telephone to its usual sales contact at ABN AMRO
    Equities (UK) Limited or Canaccord or to John MacGowan at Hoare Govett (020
    7678 1084) or to Brian Cope at Canaccord (020 7518 7353). The bid should
    state the number of Placing Shares or monetary amount which the institution
    wishes to subscribe for at either the Placing Price which will be ultimately
    established by Hoare Govett and Canaccord or at prices up to a maximum price
    limit specified in the bid.

 5. •Any bid 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.

 6. •Each of Hoare Govett and Canaccord reserve the right not to accept bids or
    to accept bids in part rather than in whole. The acceptance of bids shall be
    at Hoare Govett's and Canaccord's absolute discretion.

 7. •The Bookbuilding Process will close no later than 4.30 pm (London time) on 2
    July 2004, but may be closed earlier at the sole discretion of Hoare Govett
    and Canaccord. Hoare Govett and Canaccord may, in their respective sole
    discretion, accept bids that are received after the Bookbuilding Process has
    closed.

    Conditions of the Placing

    The Placing is conditional on the Placing Agreement becoming unconditional
    in all respects and not being terminated in accordance with its terms. The
    Placing Agreement is conditional, inter alia, upon Admission taking place by
    not later than 8.00 am on 7 July 2004 (or by such later time and date as
    Hoare Govett, Canaccord and the Company may agree but not later than 8.00 am
    on 9 July 2004).

    Hoare Govett and Canaccord reserve the right to waive or to extend the time
    and/or date for fulfilment of the conditions in the Placing Agreement. Any
    such extension or waiver will not affect Placees' commitments. Neither Hoare
    Govett nor Canaccord nor the Company shall have any liability to any Placee
    (or to any other person whether acting for or on behalf of a Placee or
    otherwise) in respect of any decision it or they 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.

    If any condition is not satisfied in all respects or (where applicable)
    waived, in whole or in part, by Hoare Govett and Canaccord or becomes
    incapable of being satisfied (and is not so waived) by the required time,
    the Company shall promptly make a public announcement through a Regulatory
    Information Service to that effect.

    If (a) any of the conditions above are not satisfied (or, where relevant,
    waived) or (b) the Placing Agreement is terminated or (c) the Placing
    Agreement does not otherwise become unconditional in all respects, the
    Placing will lapse and Placees' rights and obligations hereunder shall cease
    and determine at such time and no claim shall be made by Placees in respect
    thereof.

    Each Participant in the Bookbuilding Process agrees that its rights and
    obligations hereunder terminate only in the circumstances described above
    and will not be capable of rescission or termination by it.

    Right to Terminate Under the Placing Agreement

    Either Hoare Govett or Canaccord is entitled in its absolute discretion by
    notice in writing to the Company to terminate the Placing Agreement if,
    inter alia, prior to Admission:

    (i) there shall occur any material adverse change in the financial markets
    in the US, the UK, any member of the European Union or the international
    financial markets, any outbreak of hostilities or escalation of hostilities
    or other calamity or crisis or any change or development involving a
    prospective change in national or international political, financial or
    economic conditions, or currency exchange rates, in each case the effect of
    which is such as to make it, in the reasonable judgment of either Hoare
    Govett or Canaccord acting in good faith, impracticable or inadvisable to
    market the Placing Shares or to enforce contracts for the sale of the
    Placing Shares; or

    (ii) in the opinion of either Hoare Govett or Canaccord, there shall have
    been any material adverse change (whether or not foreseeable at the date of
    this agreement) in, or any development reasonably likely to involve a
    prospective material adverse change in the condition (financial,
    operational, legal or otherwise) or the earnings, business affairs or
    business prospects of the Company and its subsidiaries taken as a whole,
    whether or not arising in the ordinary course of business.

    Each Participant in the Bookbuilding Process agrees with Hoare Govett and
    Canaccord that the exercise by Hoare Govett or Canaccord of any right of
    termination or other right or discretion under the Placing Agreement shall
    be at the absolute discretion of Hoare Govett and/or Canaccord and that
    Hoare Govett and Canaccord need make no reference to Participants and shall
    have no liability to Participants whatsoever in connection therewith.

    No Prospectus

    No prospectus or listing particulars has been or will be submitted to be
    approved by the UKLA or filed with the Registrar of Companies in Scotland in
    relation to the Placing Shares and the Placees' commitments will be made
    solely on the basis of the information contained in this announcement and
    the audited accounts of the Company for the year ended 31 December 2003 and
    any information publicly announced to a Regulatory Information Service by or
    on behalf of the Company prior to the date of this announcement. Each Placee
    agrees and confirms that it has neither received nor relied on any other
    information, representation, warranty or statement made by or on behalf of
    Hoare Govett or Canaccord or the Company and neither the Company nor Hoare
    Govett nor Canaccord will be liable for any Placee's decision 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 and trading 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

    ABN AMRO Equities (UK) Limited is acting as settlement and execution agent
    on behalf of Hoare Govett .

    Settlement of transactions in the Placing Shares (ISIN: GB0032399312)
    following Admission will take place in uncertificated form against payment
    within the CREST system (subject to certain exceptions) via CREST
    Participant 590, in the case of Hoare Govett, and via CREST Participant 805,
    in the case of Canaccord. Hoare Govett and Canaccord reserve the right to
    require settlement for and delivery of the Placing Shares to Placees by such
    other means as each deems appropriate if delivery or settlement is not
    possible within the CREST system within the timetable set out in this
    announcement or if it would not be consistent with the regulatory
    requirements in the Placee's jurisdiction.

    Placees will be sent a conditional contract note which shall state the
    number of Placing Shares acquired by such Placee at the Placing Price. It is
    expected that these conditional contract notes will be despatched on 2 July
    2004.

    Settlement is expected to occur on 7 July 2004.

    Interest is chargeable and will accrue daily on all amounts due from the
    Placees to the extent that value is received after the due date at the rate
    of 5 percentage points above prevailing LIBOR.

    In the event that a Participant does not comply with its settlement
    obligations, Hoare Govett and/or Canaccord may sell the Placing Shares
    allocated to such Participant and retain the sale proceeds (net of any
    expenses of sale in relation to such Placing Shares). Such Participant will,
    however, remain liable for any shortfall between the net proceeds of such
    sale and the Placing Price in respect of such Placing Shares 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 Participant's
    Placing Shares on its behalf.

    If Placing Shares are to be delivered to a custodian or settlement agent,
    each Participant opting to have its Placing Shares so delivered should
    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 the Participant's name or that
    of such Participant's nominee or in the name of any person for whom such
    Participant is 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. No
    Participant will be entitled to receive any fee or commission in connection
    with the Placing.

    Representations and Warranties

    By participating in the Bookbuilding Process each Placee represents,
    warrants and acknowledges that:

 1. it has read this announcement;

 2. •the only information upon which it has relied in committing to acquire the
    Placing Shares is that contained in this announcement and the audited
    accounts of the Company for the year ended 31 December 2003 and any
    information publicly announced to a Regulatory Information Service by or on
    behalf of the Company prior to the date of this announcement and confirms
    that it has neither received nor relied on any other information,
    representation, warranty or statement made by or on behalf of the Company,
    Hoare Govett or Canaccord;

 3. •the issue to it of Placing Shares will not give rise to a liability under
    any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
    receipts and clearance services);

 4. •it is entitled to acquire Placing Shares under the laws of all relevant
    jurisdictions which apply to it and that it has fully observed such laws and
    obtained all governmental and other consents which may be required in
    connection with a participation in the Placing and complied with all
    necessary formalities;

 5. •it is not a resident of Canada, Japan, Australia or the Republic of Ireland
    and, subject to the conditions contained in 'Notice to US Investors' below,
    it is located outside the United States (within the meaning of Regulation
    S), is not a 'US person' (as defined in Regulation S) and is not acquiring
    any Placing Shares for the account or benefit of such a US person;

 6. •the Placing Shares have not been and will not be registered under the US
    Securities Act, or under the securities laws of any state of the United
    States, and, subject to the conditions contained in 'Notice to US Investors'
    below, are being offered and sold on behalf of the Company only outside the
    United States in accordance with Rule 903 of Regulation S under the
    Securities Act;

 7. •the Placing Shares have not been and will not be registered under the
    securities legislation of Canada, Japan, Australia or the Republic of
    Ireland and, subject to certain exceptions, may not be offered, sold, taken
    up, renounced or delivered or transferred, directly or indirectly, within
    Canada, Japan, Australia or the Republic of Ireland;

 8. •it has complied with its obligations in connection with money laundering
    under the Criminal Justice Act 1993, the Money Laundering Regulations 1993
    and 2001 (the 'Regulations') and, if it is 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;

 9. •it falls within paragraph 3(a) of Schedule 11 to the Financial Services and
    Markets Act 2000 ('FSMA'), being a person whose ordinary activities involve
    it in acquiring, holding, managing or disposing of investments (as principal
    or agent) for the purposes of its business, and is otherwise a Relevant
    Person as defined in this Appendix;

10. •it has complied and undertakes that it 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;

11. •it has all necessary capacity and has obtained all necessary consents and
    authorities to enable it to commit to its participation in the Placing 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);

12. •it will subscribe and pay for the Placing Shares acquired by it in
    accordance with this announcement on the due time and date set out herein,
    and acknowledges that should it fail to do so, the relevant Placing Shares
    may be sold at such price as Hoare Govett and Canaccord determine, and that
    it will remain liable for any shortfall between the net proceeds of such
    sale and the placing proceeds of such Placing Shares;

13. •participation in the Placing is on the basis that it is not and will not be
    a client of Hoare Govett or Canaccord and that Hoare Govett and Canaccord do
    not have duties or responsibilities to it for providing the protections
    afforded to their respective clients or for providing advice in relation to
    the Placing;

14. •it undertakes that the person who it specifies for registration as the
    holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the
    Placee, as the case may be. Neither Hoare Govett nor Canaccord 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 subscribe on
    the basis that the Placing Shares will be allocated to the CREST stock
    accounts of Hoare Govett or Canaccord each of whom will hold the Placing
    Shares as nominee on behalf of the Placee until settlement in accordance
    with its standing settlement instructions; and

15. •it acknowledges that any agreements entered into by the Placee pursuant to
    this announcement shall be governed by and construed in accordance with the
    laws of England and it hereby irrevocably submits (on behalf of itself and
    on behalf of any Placee on whose behalf it is acting) to the jurisdiction of
    the English courts as regards any claim, dispute or matter arising out of
    any such agreement.

The Company, Hoare Govett and Canaccord will rely upon the truth and accuracy of
the foregoing representations, warranties and acknowledgements. The Company,
Hoare Govett and Canaccord reserve the right to waive any of the foregoing
representations and warranties in individual circumstances as they deem
appropriate and in accordance with applicable law.

The agreement to settle any Participant's subscription (and/or the subscription
of a person for whom such Participant is contracting as agent) free of stamp
duty and stamp duty reserve tax depends on the settlement relating only to an
acquisition by such Participant and/or such person for whom such Participant is
contracting direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed 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, Hoare Govett nor Canaccord
will be responsible. If this is the case, such Participant should take its own
advice and notify Hoare Govett and Canaccord accordingly.

Notice to US Investors

The following information amends and supplements the foregoing announcement (the
'Announcement') with respect to those persons that are in the United States and
that are 'qualified institutional buyers' ('QIBs') as defined in Rule 144A under
the US Securities Act of 1933 (the 'US Securities Act').

The Placing Shares have not been and will not be registered under the US
Securities Act. The Placing Shares may not be offered or sold within the United
States, except to QIBs in transactions exempt from the registration requirements
of the US Securities Act and to certain persons in offshore transactions in
reliance on Regulation S under the US Securities Act. You are hereby notified
that sellers of the Placing Shares may be relying on the exemption from the
provisions of Section 5 of the US Securities Act provided by Rule 144A
thereunder.

Hoare Govett and Canaccord, at their sole discretion, may invite certain QIBs to
participate in the Bookbuilding Process described in the Announcement. In
addition to the representations, warranties and acknowledgements contained in
the Announcement, all QIBs participating in the Bookbuilding Process will also
be deemed to have given the representations, warranties and acknowledgements
contained below (and those contained in the Announcement shall be deemed amended
accordingly). Terms used herein that are defined in Rule 144A or Regulation S
under the US Securities Act are used as defined therein.

         a. •The Placee (A)(i) is a QIB, (ii) is aware that the sale to it is
            being made in reliance on an exemption from the registration
            requirements of the US Securities Act and (iii) is acquiring the
            Placing Shares for its own account or for the account of another QIB
            or (B) is outside the United States and is purchasing the Placing
            Shares in an offshore transaction pursuant to Regulation S.

         b. •The Placee understands that the Placing Shares are being offered in
            a transaction not involving any public offering in the United States
            within the meaning of the US Securities Act, that the Placing Shares
            have not been and will not be registered under the US Securities Act
            and that (A) if in the future it decides to offer, resell, pledge or
            otherwise transfer any of the Placing Shares, such Placing Shares
            may be offered, resold, pledged or otherwise transferred only (i) in
            the United States to a person whom the seller reasonably believes is
            a QIB in a transaction meeting the requirements of Rule 144A; (ii)
            outside the United States in a transaction complying with the
            provisions of Rule 904 of Regulation S; or (iii) to the issuer of
            the Placing Shares, in each case in accordance with any applicable
            securities laws of any state of the United States, and that (B) the
            Placee will, and each subsequent holder is required to, notify any
            subsequent purchaser of the Placing Shares from it of the resale
            restrictions referred to in (A) above.

         c. •The Placee understands that if the Placing Shares are settled in
            certificated form they will bear a legend substantially to the
            following effect:

                THESE SECURITIES WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
                FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933 (THE 'US
                SECURITIES ACT') AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
                OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO A US PERSON
                EXCEPT TO (A) A 'QUALIFIED INSTITUTIONAL BUYER', AS DEFINED IN
                RULE 144A UNDER THE US SECURITIES ACT, IN A TRANSACTION MEETING
                THE REQUIREMENTS OF RULE 144A OR (B) OUTSIDE THE UNITED STATES
                IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 904 OF
                REGULATION S UNDER THE US SECURITIES ACT. EACH PURCHASER OF THIS
                SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
                BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
                THE US SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER
                OF THIS SECURITY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD,
                PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES
                TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
                RULE 144A; (II) OUTSIDE THE UNITED STATES IN A TRANSACTION
                COMPLYING WITH THE PROVISIONS OF RULE 904 OF REGULATION S; OR
                (III) TO THE ISSUER OF THIS SECURITY, IN EACH CASE IN ACCORDANCE
                WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                STATES, AND THAT (B) THE PURCHASER WILL, AND EACH SUBSEQUENT
                HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS
                SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
                ABOVE.






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